This Instrument Contains After-Acquired Property Provisions
This Instrument Grants a Security Interest by a Utility
Texas-New Mexico Power Company
(Formerly Community Public Service Company)
To
First Trust of Illinois, National Association Trustee.
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Twenty-Fifth Supplemental Indenture
Dated as of September 10, 1996
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Supplemental to and Modifying
Indenture of Mortgage
and
Deed of Trust
Dated as of November 1, 1944
(as supplemented and modified)
This Instrument Contains After-Acquired Property Provisions.
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This Instrument Grants a Security Interest by a Utility.
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This is a Security Agreement granting a Security Interest in Chattels
including Chattels affixed to Realty as well as a
Mortgage and Deed of Trust upon Real Estate and Other Property
THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of September 10, 1996,
between Texas-New Mexico Power Company (formerly Community Public Service
Company), as debtor, a Texas corporation (hereinafter sometimes called the
"Company"), whose mailing address and address of its principal place of business
is 0000 Xxxxxxxxxxxxx Xxxxx, P.O. Box 2943, Fort Worth, Texas 76113, party of
the first part, and First Trust of Illinois, National Association (hereinafter
sometimes called the "Trustee"), (which is successor trustee to Bank of America
Illinois, a banking corporation organized under the laws of Illinois, which was
formerly known, at various times, as Continental Bank, a banking corporation
organized under the laws of Illinois, Continental Bank, National Association,
and Continental Illinois National Bank and Trust Company of Chicago (sometimes
referred to as "Predecessor Trustee")), as Trustee and secured party, and having
its principal place of business and mailing address at 000 Xxxxx Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, party of the second part:
WHEREAS, Community Public Service Company, a Delaware corporation
(hereinafter sometimes called the "Predecessor Company"), has heretofore
executed and delivered to the City National Bank and Trust Company of Chicago
(hereinafter sometimes called the "Old Trustee"), an Indenture of Mortgage and
Deed of Trust dated as of November 1, 1944 (hereinafter sometimes called the
"Original Indenture," capitalized terms used herein and not otherwise defined
herein shall have the same meaning as set forth in the Original Indenture), to
secure as provided therein, its bonds (in the Original Indenture and herein
called the "Bonds") to be designated generally as its "First Mortgage Bonds" and
to be issued in one or more series as provided in the Original Indenture; and
WHEREAS, the Predecessor Company has heretofore executed and delivered
to the Old Trustee six indentures supplemental to the Original Indenture, which
supplemental indentures were dated as of March 1, 1947, January 1, 1949, January
1, 1952, March 1, 1954, June 1, 1957 and June 1, 1961, respectively; and
WHEREAS, simultaneously with the merger of the Predecessor Company into the
Company, the Company has heretofore executed and delivered a Seventh
Supplemental Indenture, dated as of May 1, 1963, to Continental Illinois
National Bank and Trust Company of Chicago (into which on September 1, 1961, the
Old Trustee was merged) as Predecessor Trustee; and
WHEREAS, the Company has heretofore executed and delivered to the
Predecessor Trustee an Eighth Supplemental Indenture dated as of July 1, 1963; a
Ninth Supplemental Indenture dated as of August 1, 1965; a Tenth Supplemental
Indenture dated as of May 1, 1966; an Eleventh Supplemental Indenture dated as
of October 1, 1969; a Twelfth Supplemental Indenture dated as of May 1, 1971; a
Thirteenth Supplemental Indenture dated as of July 1, 1974; a Fourteenth
Supplemental Indenture dated as of March 1, 1975; a Fifteenth Supplemental
Indenture dated as of September 1, 1976; a Sixteenth Supplemental Indenture
dated as of November 1, 1981; a Seventeenth Supplemental Indenture dated as of
December 1, 1982; an Eighteenth Supplemental Indenture dated as of September 1,
1983; a Nineteenth Supplemental Indenture dated as of May 1, 1985; a Twentieth
Supplemental Indenture dated as of July 1, 1987; a Twenty-First Supplemental
Indenture dated as of July 1, 1989; a Twenty-Second Supplemental Indenture dated
as of January 15, 1992; a Twenty-Third Supplemental Indenture dated as of
September 15, 1993; and a Twenty-Fourth Supplemental Indenture dated as of
November 3, 1995; and
WHEREAS, pursuant to the Original Indenture, as heretofore supplemented
and modified, there have been executed, authenticated, delivered and issued and
there are now outstanding First Mortgage Bonds of series and in principal
amounts as follows:
Title Issued Outstanding
Series L, 10 1/2due 2000 $ 12,000,000 $ 8,888,000
Series M, 8.70 percent due 2006 $ 10,000,000 $ 8,100,000
Series R, 10 percent due 2017 $ 65,000,000 $ 61,750,000
Series S, 9N percent due 2019 $ 20,000,000 $ 19,400,000
Series T, 11 1/4percent due 1997 $130,000,000 $100,800,000
Series U, 9 1/4percent due 2000 $100,000,000 $100,000,000
Series V, due 2000 $ 30,000,000 $ 30,000,000
and
WHEREAS, Continental Illinois National Bank and Trust Company of
Chicago changed its name to Continental Bank, National Association, effective
December 12, 1988; Continental Bank, National Association changed its name to
Continental Bank, effective June 29, 1994; and Continental Bank changed its name
to Bank of America Illinois effective September 1, 1994; and
WHEREAS, on August 21, 1995 Bank of America Illinois and certain of its
affiliates and First Bank National Association (the parent of First Trust of
Illinois, National Association) and certain of its affiliates, entered into a
Purchase and Assumption Agreement, as supplemented, which provided for the
purchase by the Trustee (or an affiliate) of substantially all of the Illinois
trust and agency appointments of the Predecessor Trustee, including the
appointment under the Original Indenture, as supplemented and modified; and
WHEREAS, pursuant to Section 3-3 of the Illinois Corporate Fiduciary
Act (the "Act") and the No-Objection letter No. 95-1021 dated July 21, 1995 from
the Illinois Commissioner of Banks and Trust Companies, the sale of the
Predecessor Trustee's corporate trust business to another corporate fiduciary
will result in automatic succession of the transferred accounts pursuant to the
provisions of the Act, provided such succession is not prohibited by the trust
instrument's provisions; and
WHEREAS, the Trustee is qualified and eligible to act as trustee
pursuant to the Original Indenture, as supplemented and modified, and the
automatic succession is not prohibited by the Original Indenture; and
WHEREAS, to complete the transfer under the Act, the Trustee and the
Predecessor Trustee entered into an Instrument of Transfer and Assignment of
Certain Illinois Appointments dated December 8, 1995 whereby the Trustee became
the trustee under the Original Indenture, as supplemented and modified; and
WHEREAS, it is provided in the Original Indenture, among other things,
that the Company and the Trustee may, and when so required by the Original
Indenture shall, enter into such indentures supplemental thereto as may or shall
by them be deemed necessary or desirable and which shall thereafter form a part
thereof for the purposes, among others, of (a) subjecting to the lien of the
Original Indenture additional property acquired by the Company, (b) providing
for the creation of any new series of Bonds, designating the series to be
created and specifying the form and provisions of the Bonds of such series, (c)
providing for a sinking, amortization, improvement or other analogous funds for
the benefit of all or any of the Bonds of any one or more series, of such
character and of such amount and upon such terms and conditions as shall be
contained in such supplemental indenture; and (d) providing for modifications in
the Original Indenture, subject to certain conditions; and
WHEREAS, the Company is entering into that certain Credit Agreement
dated as of September 10, 1996 (as the same may be amended from time to time,
the "Credit Agreement"), among the Company, certain lenders (the "Lenders"), The
First National Bank of Chicago ("First Chicago"), as administrative agent (in
such capacity, together with its successors and assigns in such capacity, the
"Administrative Agent"), and collateral agent (in such capacity, together with
its successors and assigns in such capacity, the "Collateral Agent," and
together with the Administrative Agent, the "Agents") for the Lenders, and First
Chicago and Union Bank of California, N.A., as co-agents for the Lenders; and
WHEREAS, the Credit Agreement requires, as a condition precedent to the
effectiveness of the Commitments (as defined in the Credit Agreement) of the
Lenders, that the Company issue a new series of First Mortgage Bonds to First
Chicago, as Collateral Agent (the "Collateral Agent") for the Agents and the
Lenders under a Bond Agreement, dated as of September 10, 1996 (as the same may
be amended from time to time, the "Bond Agreement"), in an aggregate principal
amount of up to $100,000,000 to secure the payment when due of the Obligations
(as defined in the Bond Agreement); and
WHEREAS, the agreements of the parties to the Credit Agreement
constitute consideration for the issuance of such First Mortgage Bonds to the
Collateral Agent; and
WHEREAS, the Company, as required by the Credit Agreement, proposes to
create under the Original Indenture a new issue of First Mortgage Bonds, to be
designated as First Mortgage Bonds, Series W (the "Bonds of Series W") to be due
on September 10, 2001, in an aggregate principal amount of up to $100,000,000
and proposes to issue the same from time to time as provided for herein; and
WHEREAS, it is the intent of the Company and the Lenders that any
payment made in respect to the Company's obligations under the Credit Agreement
shall be deemed a payment in respect of the Bonds of Series W, but such payment
shall not reduce the principal amount of the Bonds of Series W unless, and then
only to the extent, the aggregate amount of the Total Commitment (as such term
is defined in the Credit Agreement) is irrevocably reduced concurrently with
such payment; and
WHEREAS, it is the intent of the Company and the Lenders that there be
no duplication in the obligations paid by the Company under the Credit Agreement
and the Bonds of Series W, but the payments, if any, of principal of or interest
on the Bonds of Series W be applied to payment of the Obligations and that the
benefits and security of the lien of the Original Indenture, as supplemented and
amended, be extended to the Obligations by means of the issuance and delivery of
the Bonds of Series W to the Collateral Agent for the benefit of the Agents and
the Lenders; and
WHEREAS, the Company is required to execute this Twenty-Fifth
Supplemental Indenture and hereby requests the Trustee to join in this
Twenty-Fifth Supplemental Indenture for the purpose, among others, of creating
and describing the terms of the Bonds of Series W (the Original Indenture as
heretofore supplemented and modified and as supplemented and modified by this
Twenty-Fifth Supplemental Indenture being herein sometimes called the
"Indenture"); and
WHEREAS, all acts and proceedings required by law and by the Restated
Articles of Incorporation and By-Laws of the Company necessary to make the Bonds
of Series W, when executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal obligations of the
Company, and to constitute the Indenture a valid and binding mortgage and deed
of trust for the security of all of the Bonds in accordance with its and their
terms, have been done and taken; and the execution and delivery of this
Twenty-Fifth Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, WITNESSETH,
that, in order to secure the payment of the principal of, premium, if any, and
interest on all Bonds at any time issued and outstanding under the Indenture,
according to their tenor, purport and effect, and to secure the performance and
observance of all the covenants and conditions contained in said Bonds and in
the Indenture, and to declare the terms and conditions upon and subject to which
the Bonds of Series W are to be issued and secured, and for the purpose of
confirming the lien of the Original Indenture, as heretofore supplemented and
modified, and for and in consideration of the premises and of the mutual
covenants contained in the Indenture and of the acceptance of the Bonds of
Series W by the holders thereof, and of the sum of $1 to the Company paid by the
Trustee at or before the execution and delivery hereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the Company has
executed and delivered this Twenty-Fifth Supplemental Indenture, and by these
presents does xxxxx, bargain, sell, convey, assign, transfer, mortgage, pledge,
hypothecate, set over and confirm unto the Trustee, the following property,
rights, privileges and franchises, to wit:
CLAUSE I.
All the property, real, personal or mixed, tangible or intangible
(other than that Excepted Property as defined in the Granting Clauses of the
Original Indenture) of every kind, character and description which is described
in Article Five hereof.
CLAUSE II.
Without in any way limiting anything in Article Five hereof or
hereinafter described, all and singular the lands, real estate, chattels real,
interests in lands, leaseholds, ways, rights-of-way, easements, servitudes,
permits and licenses, lands under water, riparian rights, franchises,
privileges, gas or electric generating plants, natural gas plants, gas storage
plants and facilities, gas or electric transmission and distribution systems,
gas gathering systems and tap lines, and all apparatus and equipment
appertaining thereto, offices, buildings, warehouses and other structures,
machine shops, tools, materials and supplies and all property of any nature
appertaining to any of the plants, systems, business or operations of the
Company, whether or not affixed to the realty, used in the operation of any of
the premises or plants or systems or otherwise, which are now owned or which may
hereafter be owned or acquired by the Company, other than Excepted Property as
defined in the Granting Clauses of the Original Indenture.
CLAUSE III.
All corporate, Federal, state, municipal and other permits, consents,
licenses, bridge licenses, bridge rights, river permits, franchises, grants,
privileges and immunities of every kind and description, now belonging to or
which may hereafter be owned, held, possessed or enjoyed by the Company (other
than Excepted Property as defined in the Granting Clauses of the Original
Indenture) and all renewals, extensions, enlargements and modifications of any
of them.
CLAUSE IV.
Also all other property, real, personal or mixed, tangible or
intangible (other than Excepted Property as defined in the Granting Clauses of
the Original Indenture) of every kind, character and description and wheresoever
situated, whether or not useful in the generation, manufacture, production,
transportation, distribution or sale of gas or electricity, now owned or which
may hereafter be acquired by the Company, it being the intention hereof that all
property, rights and franchises acquired by the Company after the date hereof
(other than Excepted Property as defined in the Granting Clauses of the Original
Indenture) shall be as fully embraced within and subjected to the lien hereof as
if such property were now owned by the Company and were specifically described
herein and conveyed hereby.
CLAUSE V.
Together with all and singular the plants, buildings, improvements,
additions, tenements, hereditaments, easements, rights, privileges, licenses and
franchises and all other appurtenances whatsoever belonging or in anywise
appertaining to any of the property hereby mortgaged or pledged, or intended so
to be, or any part thereof, and the reversion and reversions, remainder and
remainders, and the rents, revenues, issues, earnings, income, products and
profits thereof, and of every part and parcel thereof, and all the estate,
right, title, interest, property, claim and demand of every nature whatsoever of
the Company at law, in equity or otherwise howsoever, in, of and to such
property and every part and parcel thereof.
CLAUSE VI.
Also any and all property, real, personal, or mixed (including Excepted
Property as defined in the Granting Clauses of the Original Indenture), that
may, from time to time hereafter, by delivery or by writing of any kind, for the
purpose hereof be in anywise subjected to the lien hereof or be expressly
conveyed, mortgaged, assigned, transferred, deposited and/or pledged by the
Company or by anyone in its behalf or with its consent, to and with the Trustee,
which is hereby authorized to receive the same at any and all times as and for
additional security and also, when and as in the Indenture provided, as
substituted security hereunder, to the extent permitted by law. Such conveyance,
mortgage, assignment, transfer, deposit and/or pledge or other creation of lien
by the Company or by anyone in its behalf or with its consent of or upon any
property as and for additional security may be made subject to any reservations,
limitations, conditions and provisions which shall be set forth in an instrument
or agreement in writing executed by the Company or the person or corporation
conveying, assigning, mortgaging, transferring, depositing and/or pledging the
same and/or by the Trustee, respecting the use, management and disposition of
the property so conveyed, assigned, mortgaged, transferred, deposited and/or
pledged, or the proceeds thereof.
EXCEPTED PROPERTY
There is, however, expressly excepted and excluded from the lien and
operation of the Indenture all property specifically excepted under the heading
"Excepted Property" of the Granting Clauses of the Original Indenture and all
property released or otherwise disposed of pursuant to the provisions of Article
Seven of the Original Indenture.
The Company may, however, pursuant to the provisions of Granting Clause
VI above, subject to the lien and operation of the Indenture, all or any part of
the Excepted Property as defined in the Granting Clauses of the Original
Indenture.
TO HAVE AND TO HOLD the Trust Estate (as defined in Paragraph A of
Section 1.06 of the Original Indenture) and all and singular the lands,
properties, estates, rights, franchises, privileges and appurtenances hereby
mortgaged, conveyed, pledged or assigned, or intended so to be, together with
all the appurtenances thereto appertaining, unto the Trustee and its successors
and assigns, forever:
SUBJECT, HOWEVER, to Permitted Encumbrances as defined in Paragraph G
of Section 1.07 of the Original Indenture; and, with respect to any property
which the Company may hereafter acquire, to all terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided in the deeds or
other instruments, respectively, under and by virtue of which the Company shall
hereafter acquire the same and to any liens thereon existing, and to any liens
for unpaid portions of the purchase money placed thereon, at the time of such
acquisitions;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate use,
benefit, security and protection of those who from time to time shall hold the
Bonds and coupons authenticated and delivered under the Indenture and duly
issued by the Company, without any discrimination, preference or priority of any
one Bond or coupon over any other by reason of priority in the time of issue,
sale or negotiation thereof or otherwise, except as provided in Section 10.02 of
the Original Indenture, so that, subject to said Section 10.02 of the Original
Indenture, each and all of said Bonds and coupons shall have the same right,
lien and privilege under the Original Indenture, as heretofore supplemented and
as supplemented by this Twenty-Fifth Supplemental Indenture, and shall be
equally secured thereby and hereby and shall have the same proportionate
interest and share in the Trust Estate, with the same effect as if all of the
Bonds and coupons had been issued, sold and negotiated simultaneously; and in
trust for enforcing payment of the principal of the Bonds and of the premium, if
any, and interest thereon, according to the tenor, purport and effect of the
Bonds and coupons and of the Indenture, and for enforcing the terms, provisions,
covenants and stipulations in the Indenture and in the Bonds set forth;
UPON CONDITION that, until the happening of an Event of Default (as
defined in Section 14.01 of the Original Indenture), the Company shall be
suffered and permitted to possess, use and enjoy the Trust Estate, except money,
securities and other personal property pledged or deposited with or required to
be pledged or deposited with the Trustee under the Indenture, and to receive and
use the rents, revenues, issues, earnings, income, products and profits
therefrom:
ARTICLE ONE
BONDS OF SERIES W AND CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. Terms of Bonds of Series W. There shall be, and hereby
is, created a new series of Bonds, known as and entitled "First Mortgage Bonds,
Series W, due 2001" (herein referred to as the "Bonds of Series W"), and the
form thereof shall be substantially as hereinafter set forth in Section 1.02
hereof. The principal amount of the Bonds of Series W shall not be limited
except as provided in Section 2.01 of the Original Indenture (as amended by
Section 1.01 of the Thirteenth Supplemental Indenture dated as of July 1, 1974)
and except as may be provided in any indenture supplemental thereto. The
definitive Bonds of Series W shall be issued only as registered Bonds without
coupons of the denomination of $1,000 or any multiple thereof, and of such
respective amounts of each of said denominations as may be executed by the
Company and delivered to the Trustee for authentication and delivery.
The Bonds of Series W shall be registered in the name of the Collateral
Agent for the Agents and the Lenders who are parties to the Credit Agreement.
The Bonds of Series W are to be issued to the Collateral Agent to
secure the payment when due of the Obligations (as defined in the Bond
Agreement), including, without limitation, the Loans (as defined in the Credit
Agreement).
The Bonds of Series W are to be issued in various amounts on multiple
dates to coincide with the Borrowings as defined in and pursuant to the Credit
Agreement and shall be limited to an aggregate principal amount of $100,000,000,
but the aggregate principal amount thereof outstanding at any one time shall not
exceed the amount as is equal to the Total Commitment (as defined in the Credit
Agreement) or, if the Total Commitment shall have been terminated, the aggregate
outstanding principal amount of the Loans, as defined in the Credit Agreement.
The principal of the Bonds of Series W shall be payable in whole or in
installments on such date or dates as the Company has any obligation to make any
payment under the Credit Agreement, but not later than the Maturity Date (as
defined in the Credit Agreement). Bonds of Series W may be issued hereunder by
the Company's submitting a Written Order of the Company to the Trustee at least
three (3) business days prior to the date Bonds of Series W are to be issued
("Issue Date").
The Bonds of Series W will bear interest at a rate per annum on each
date (an "interest payment date") as interest or fees are payable from time to
time pursuant to the Credit Agreement as shall cause the amount of interest
payable on such date on the Bonds of Series W to equal the amount of interest
and fees payable on such date under the Credit Agreement. The amount of interest
and fees payable from time to time under the Credit Agreement, the basis on
which such interest and fees are computed and the dates on which they are
payable are set forth in the Credit Agreement.
Any payment made in respect to the Company's obligations under the
Credit Agreement shall be deemed a payment in respect of the Bonds of Series W,
but such payment shall not reduce the principal amount of the Bonds of Series W
unless, and then only to the extent, the aggregate amount of the Total
Commitment is irrevocably reduced concurrently with such payment. The obligation
of the Company to make payments with respect to the principal of and interest on
the Bonds of Series W shall be fully satisfied and discharged to the extent
that, at any time that any such payment shall be due, the Company shall have
paid fully the then due principal of and interest on, and fees with respect to,
the Loans. Until such time as the Trustee shall have received notice from the
Collateral Agent that an "Event of Default" under the Credit Agreement has
occurred and is continuing, the Trustee shall be entitled to assume that all
such payments have been made. Any such notice shall provide the Trustee with
information on the principal and interest payments due thereafter on the Bonds
of Series W.
Upon the satisfaction of the conditions precedent contained in Section
9.17 of the Credit Agreement, the Bonds of Series W shall be surrendered to the
Company and the Company's obligations thereunder shall be discharged and deemed
satisfied.
The definitive Bonds of Series W may be issued in the form of Bonds
engraved, printed, lithographed on steel engraved borders or typed on safety
paper.
The person in whose name any Bond of Series W is registered at the
close of business on any record date (as hereinbelow defined) 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
Series W upon any transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to the record date
and prior to such interest payment date, except that, if and to the extent that
the Company shall default in the payment of the interest due on such interest
payment date, then the registered holders of Bonds of Series W on such record
date shall have no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and the persons
entitled to receive payment of any defaulted interest thereafter payable or paid
on any Bonds of Series W shall be the registered holders of such Bonds of Series
W on the record date for payment of such defaulted interest. The term "record
date" as used in this Section 1.01, and in the form of the Bonds of Series W,
with respect to any interest payment date applicable to the Bonds of Series W,
shall mean the date five days prior to such interest payment date (or the
preceding business day if a holiday or other day on which the office of the
Trustee is closed).
Subject to the provisions of Section 2.11 of the Original Indenture,
all definitive Bonds of Series W, upon surrender at the principal office of the
Trustee, shall be exchangeable for other Bonds of Series W of a different
denomination or denominations, as requested by the holder surrendering the same.
The Company shall execute, and the Trustee shall authenticate and deliver, Bonds
of Series W whenever the same shall be required for any such exchange.
Notwithstanding the provisions of Section 2.11 of the Original
Indenture, no charge shall be made for any exchange of Bonds of Series W for
other Bonds of Series W of different authorized denominations or for any
transfer of Bonds of Series W, except that the Company at its option may require
the payment of a sum sufficient to reimburse it for any stamp tax or other
governmental charge incident thereto.
The Bonds of Series W shall be redeemed by the Company in whole at any
time prior to maturity at a redemption price of 100 percent of the principal
amount to be redeemed, plus any accrued and unpaid interest to the redemption
date, but only if the Trustee shall receive a written demand from the Collateral
Agent for redemption of all Bonds of Series W held by the Collateral Agent
stating that an "Event of Default" under the Credit Agreement has occurred and
is continuing and that payment of the principal amount outstanding under the
Credit Agreement, all interest thereon and all other amounts payable thereunder
are immediately due and payable and demanding payment thereof; provided,
however, that the Bonds of Series W shall not be redeemed in the event that
prior to the date of such redemption the Trustee shall have received a
certificate of the Collateral Agent (a) stating that there has been a waiver of
such Event of Default, or (b) withdrawing said written demand. The redemption of
the Bonds of Series W shall be made forthwith upon receipt of such demand by the
Company from the Required Lenders (as defined in the Credit Agreement), the
Administrative Agent or the Collateral Agent on behalf of the Required Lenders,
or the Trustee.
The Trustee hereunder shall, by virtue of its office as such Trustee,
be a paying agent of the Company for the purpose of the payment of the principal
of and premium, if any, and interest on the Bonds of Series W and the registrar
and transfer agent of the Company for the purpose of registering and
transferring Bonds of Series W. Neither the Company nor the Trustee shall be
required to make transfers or exchanges of Bonds of Series W for a period of ten
days next preceding the mailing of notice of redemption of Bonds of Series W to
be redeemed and neither the Company nor the Trustee shall be required to make
transfers or exchanges of any Bonds of Series W designated in whole for
redemption or that part of any Bond of Series W designated in part for
redemption.
SECTION 1.02. Form of Bonds of Series W. The Bonds of Series W shall be in
substantially the following form:
[FORM OF BOND OF SERIES W]
No. W $
TEXAS-NEW MEXICO POWER COMPANY
First Mortgage Bond, Series W, Due 2001
Due September 10, 2001
Texas-New Mexico Power Company, a Texas corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to , as Collateral
Agent (as hereinafter defined) under the Credit Agreement hereinafter described,
or registered assigns, ___________ Million Dollars ($_________) or such lesser
amount as is equal to the aggregate principal amount of the outstanding Loans
(as defined in the Credit Agreement hereinafter defined), in whole or
installments on such date or dates as the Company has any obligation to make
payments under the Credit Agreement, but not later than the Maturity Date (as
defined in the Credit Agreement), and to pay interest on the unpaid principal
amount hereof to the registered owner hereof at such rate per annum on each
interest payment date (as hereinafter defined) as shall cause the amount of
interest payable on such interest payment date (as hereinafter defined) on this
Bond to equal the amount of interest and fees payable on such interest payment
date (as hereinafter defined) under the Credit Agreement as provided below.
The principal of and interest on this Bond are payable at the principal
corporate trust office of First Trust of Illinois, National Association (the
"Trustee"), or its successor in trust under the Indenture (as hereinafter
defined), in the City of Chicago, Illinois, in any coin or currency of the
United States of America which at the time of payment shall be legal tender for
payment of public and private debts.
The Bonds of Series W have been issued to the Collateral Agent for the
lenders (the "Lenders") and the Agents (as hereinafter defined) party to the
Credit Agreement (hereinafter defined), to secure the payment when due of the
Obligations (as defined in that certain Bond Agreement, dated as of September
10, 1996, by the Company in favor of the Collateral Agent, as the same may be
amended, supplemented or otherwise modified from time to time), including,
without limitation, the Loans (as defined in the Credit Agreement), made by the
Lenders, which Loans were made pursuant to that certain Credit Agreement, dated
as of September ___, 1996 (as amended, supplemented and otherwise modified and
in effect from time to time, the "Credit Agreement"), among the Company, the
Lenders, the First National Bank of Chicago ("First Chicago"), as administrative
agent (in such capacity, together with its successors and assigns in such
capacity, the "Administrative Agent") and as collateral agent (in such capacity,
together with its successors and assigns in such capacity, the "Collateral
Agent," and together with the Administrative Agent, the "Agents") for the
Lenders, and First Chicago and Union Bank of California, N.A. as co-agents for
the Lenders, which provides for a revolving credit facility (the "Credit
Facility").
The interest on this Bond shall be payable on the same dates (each, an
"interest payment date") as interest or fees are payable from time to time
pursuant to the Credit Agreement until maturity of this Bond, or upon the
satisfaction of the conditions in Section 9.17 of the Credit Agreement, or, in
the case the Collateral Agent shall demand redemption of this Bond, until the
redemption date, or, if the Company shall default in the payment of principal
due on this Bond, until such principal and interest shall have been paid in full
and the Company's obligations with respect thereto discharged as provided in the
Indenture (as hereinafter defined). The amount of interest and fees payable from
time to time under the Credit Agreement, the basis on which such interest and
fees are computed and the dates on which such interest and fees are payable are
set forth in the Credit Agreement.
Any payment made in respect of the Company's obligations under the
Credit Agreement shall be deemed a payment in respect of the Bonds of Series W,
but such payment shall not reduce the principal amount of the Bonds of Series W
unless, and then only to the extent, the aggregate amount of the Total
Commitment (as defined in the Credit Agreement) is irrevocably reduced
concurrently with such payment. The obligation of the Company to make payments
with respect to the principal of and interest on the Bonds of Series W shall be
fully satisfied and discharged to the extent that, at any time that any such
payment shall be due, the Company shall have paid fully the then due principal
of and interest on, and fees with respect to, the Loans.
Upon the satisfaction of the conditions precedent contained in Section
9.17 of the Credit Agreement, this Bond shall be surrendered to the Company and
the Company's obligations hereunder shall be discharged and deemed satisfied.
The principal hereof and interest hereon shall be payable, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, at the principal
office of the Trustee under the Indenture mentioned on the reverse hereof.
This Bond shall not become or be valid or obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee.
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
IN WITNESS WHEREOF, TEXAS-NEW MEXICO POWER COMPANY has caused this Bond
to be executed in its corporate name by the manual or facsimile signature of its
President or one of its Vice Presidents and its corporate seal to be impressed
or imprinted hereon, attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries, and this Bond to be dated.
TEXAS-NEW MEXICO POWER COMPANY,
By:
President
Attest:
Secretary
(Seal)
Date of Authentication: _______________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned
Indenture.
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION, as
Trustee
Authorized Officer
[FORM OF REVERSE OF BOND OF SERIES W]
This Bond is one of an authorized issue of Bonds of the Company known
as its "First Mortgage Bonds," limited as provided in the Indenture hereinafter
mentioned, issued and to be issued in one or more series under, and all equally
and ratably secured (except as any sinking, amortization, improvement, renewal,
replacement or other analogous fund established under the Indenture hereinafter
mentioned, may afford additional security for the Bonds of any particular
series) by an Indenture of Mortgage and Deed of Trust dated as of November 1,
1944, executed to City National Bank and Trust Company of Chicago, as to which
Continental Illinois National Bank and Trust Company of Chicago (which later
changed its name to Continental Bank, National Association, then to Continental
Bank, a banking corporation organized under the laws of Illinois, and then to
Bank of America Illinois, a banking corporation organized under the laws of
Illinois, who was succeeded by First Trust of Illinois, National Association),
as successor trustee, as Trustee, as supplemented by twenty-four supplemental
indentures thereto, including the Thirteenth, Fourteenth, Fifteenth, Sixteenth,
Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second,
Twenty-Third, and Twenty-Fourth Supplemental Indentures which also modified the
Original Indenture and the Twenty-Fifth Supplemental Indenture (the
"Twenty-Fifth Supplemental Indenture") dated as of September ___, 1996 (said
Indenture of Mortgage and Deed of Trust, as so supplemented and modified, being
herein called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
properties mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the Bonds and the appurtenant coupons and of the
Trustee and of the Company in respect of such security, and the terms and
conditions upon which the Bonds are and are to be secured.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five per cent
in principal amount of the Bonds (exclusive of Bonds disqualified by reason of
the Company's interest therein) at the time outstanding, including, if more than
one series of Bonds shall be at the time outstanding, not less than sixty per
cent in principal amount of each series affected, to execute supplemental
indentures amending the Indenture; provided, however, that no such supplemental
indenture shall extend the fixed maturity of this Bond or reduce the rate or
extend the time of payment of interest hereon or reduce the amount of the
principal hereof or reduce any premium payable on the redemption hereof, without
the consent of the holder hereof.
As provided in the Indenture, the Bonds are issuable in series which
may vary as in the Indenture provided or permitted. This Bond is one of a series
entitled "First Mortgage Bonds, Series W, due 2001" (hereinafter called the
"Bonds of Series W").
Bonds of this series may, upon surrender thereof at the principal
office of the Trustee, be exchanged for several Bonds of the same series for a
like aggregate principal amount in authorized denominations; and several Bonds
of this series, registered in the same name, may, upon surrender thereof at said
principal office of the Trustee, be exchanged for one Bond of the same series
for a like aggregate principal amount in authorized denominations. No charge
shall be made for any exchange of Bonds of this series for other Bonds of
different authorized denominations or for any transfer of this Bond, except that
the Company at its option may require the payment of a sum sufficient to
reimburse it for any stamp tax or other governmental charge incidental thereto.
The Company and the Trustee may deem and treat the person in whose name
this Bond shall be registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Bond shall be overdue; and all such payments shall be valid and effectual
to satisfy and discharge the liability upon this Bond to the extent of the sum
or sums so paid.
If an event of default as defined in the Indenture shall occur, the
principal of all the Bonds of Series W may become or be declared due and payable
upon the conditions and in the manner and with the effect provided in the
Indenture and the Credit Agreement.
The Bonds of Series W are subject to redemption prior to maturity as
provided in the Twenty-Fifth Supplemental Indenture at a redemption price of 100
percent of the principal amount to be redeemed plus any accrued and unpaid
interest to the redemption date.
No recourse shall be had for the payment of the principal of or the
interest on this Bond or for any claim based hereon or otherwise in respect
hereof or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty, or otherwise, all such liability being by the acceptance hereof and as
part of the consideration for the issue hereof expressly waived and released, as
provided in the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement of
the liability, if any, of any shareholder or any stockholder or subscriber to
capital stock upon or in respect of shares of capital stock not fully paid.
This Bond is nontransferable except to effect transfer to any successor
to the Collateral Agent under the Credit Agreement, but is exchangeable by the
registered holder hereof, in person or by attorney duly authorized, at the
corporate trust office of the Trustee, any such permitted transfer or exchange
to be made in the manner and upon the conditions prescribed in the Indenture,
upon the surrender and cancellation of this Bond and the payment of any
applicable taxes and fees required by law, and upon any such transfer or
exchange a new registered bond or bonds or the same series and tenor, will be
issued to the authorized transferee, or the registered holder, as the case may
be.
ARTICLE TWO
AMOUNT OF BONDS OUTSTANDING
The aggregate principal amount of Bonds of the Company outstanding and
presently to be issued and outstanding under the provisions of, and secured by
the Indenture, will be $___________ consisting of $8,888,000 principal amount of
First Mortgage Bonds, Series L, 10 1/2 percent due 2000, due March 1, 2000, now
outstanding; $8,100,000 principal amount of First Mortgage Bonds, Series M, 8.70
percent due 2006, due September 1, 2006, now outstanding; $61,750,000 principal
amount of First Mortgage Bonds, Series R, 10 percent due 2017, due July 1, 2017,
now outstanding; $19,400,000 principal amount of First Mortgage Bonds, Series S,
9 5/8 percent due 2019, due July 1, 2019, now outstanding; $100,800,000
principal amount of First Mortgage Bonds, Series T, 11 1/4 percent due 1997, due
January 15, 1997, now outstanding; $100,000,000 principal amount of First
Mortgage Bonds, Series U, 9 1/4 percent due 2000, due September 15, 2000;
$30,000,000 principal amount of First Mortgage Bonds, Series V, due 2000, due
November 3, 2000, now outstanding and up to $100,000,000 principal amount of
First Mortgage Bonds, Series W, due 2001, due September 10, 2001, to be issued
pursuant to Article Four of the Original Indenture as provided for in this
Twenty-Fifth Supplemental Indenture.
Additional Bonds of Series M, R, S, T, U, V and W and of subsequent
series created after the execution and delivery of this Twenty-Fifth
Supplemental Indenture, may, from time to time, be authenticated, delivered and
issued pursuant to the terms of the Indenture.
ARTICLE THREE
ADDITIONAL COVENANTS OF COMPANY
The Company covenants and agrees with the Trustee, for the benefit of
the Trustee and all the present and future holders of the Bonds and of the
coupons, that the Company will pay the principal of, premium, if any, and
interest on all Bonds issued or to be issued and secured by the Indenture, as
well as all Bonds which may be hereafter issued in exchange or substitution
therefor, and will perform and fulfill all of the terms, covenants and
conditions of the Original Indenture, with respect to the additional Bonds to be
issued under the Indenture.
ARTICLE FOUR
MISCELLANEOUS
This instrument is executed and shall be construed as an indenture
supplemental to the Original Indenture as heretofore supplemented and shall form
a part thereof, and the Original Indenture as heretofore supplemented is hereby
confirmed.
The recitals in this Twenty-Fifth Supplemental Indenture are made by
the Company only and not by the Trustee; and all of the provisions contained in
the Original Indenture in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect hereof as fully and
with like effect as if set forth herein in full.
Although this Twenty-Fifth Supplemental Indenture is dated for
convenience and for the purpose of reference as of September 10, 1996, the
actual date or dates of execution thereof by the Company and the Trustee are as
indicated by their respective acknowledgments hereto annexed.
In order to facilitate the recording or filing of this Twenty-Fifth
Supplemental Indenture, the same may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
ARTICLE FIVE
FIRST
Land
The following described lots, pieces, or parcels of land owned by the
Company and located in the States and in the Counties designated and hereinafter
set forth:
State Of Texas
County Of Xxxxxx
All that certain property situated in Xxxxxx County, Texas, described
as follows, to wit:
Lot 3, in Block A, of VISTA RIDGE SQUARE ADDITION, PHASE THREE, an
Addition to the CITY OF LEWISVILLE, Texas, according to the Map thereof
recorded in Cabinet L, Page 327, of the PLAT Records of XXXXXX County,
Texas.
SECOND
Electric Transmission Systems
All of the following electric transmission lines owned by the Company,
including towers, poles, pole lines, wires, switch racks, switchboards,
insulators and other appliances and equipment and all other property forming a
part thereof or pertaining thereto, and all service lines extending therefrom;
together with all real property, rights of way, easements, permits, privileges,
franchises and rights over or relating to the construction, maintenance or
operation thereof, through, over, under, or upon any private property or in the
public streets or highways within as well as without the corporate limits of any
municipal corporation including without limitation, those situate as follows:
A. State of New Mexico
1. Xxxxx County. Install 115KV H-Frame in the Amrad line, west of
Alamogordo.
2. Eddy County. Replace 1-2 pole tangent structure with 1-3 pole
tubular steel structure on the Amrad to Eddy County 115KV line.
3. Xxxxxx County.
(a) Replace 1-3 pole wood angle structure with
1-3 pole tubular steel angle structure on
the Amrad to Eddy County 115KV line.
(b) Replace an existing wood structure with 1-3
pole tubular steel angle structure on the
Amrad to Eddy County 115KV line.
4. Grant County.
(a) Install a 69 KV, gang operated air break
switch on the Bullfrog Substation tap off of
the MD#1 to Cobre Mine 69 KV line.
(b) Install a 69 KV metering position for Cobre
Mine. This includes CT's, PT's, metering
equipment, cabinet, and wood platform
structure.
(c) Purchase and install transfer trip scheme
equipment in the Turquoise
Substation.
5. Xxxxxxx County.
(a) Purchase and install a second 345-115 KV
auto-transformer at the Hidalgo Substation.
This includes the transformer pad and a
short section of 115 KV bus inside the
substation.
(b) Purchase and install transfer trip scheme
equipment in the Hidalgo Substation.
B. State of Texas
1. Angleton. Replace 138KV tangent structure #50,
Line #138-15.
2. Alvin.
(a) Replace 138KV tangent structure #2,
Line #138-12.
(b) Replace 138KV tangent structure #91,
Line #138-11B.
3. Bosque County.
(a) Install concrete overhead guy pole for new
69 KV single pole transmission line out of
Xxxxxxx #2 69/22 KV Substation.
(b) Change out a 75' pole on 69 KV line from
Xxxxxxx to Meridian.
(c) Replace 10 poles in the 69 KV line from
Walnut Springs to Xxxxxxx.
4. Brazoria County.
(a) Replace 138KV tangent structures #8, 50, 59,
69, 94, 95, 12, & 113, Line #138-15.
(b) Replace 138KV tangent structures #52, 53,
85, 89, 90, 111, 113, 120, 124, Line
#138-17.
5. Clay County.
Install air flow spoilers on 16 spans of 69
KV line.
6. Xxxxxxx.
Construct 2822' 69 KV single pole
transmission line - Xxxxxxx #2 69/22 KV
Substation.
7. Xxxxxxxxx.
Replace 138KV tangent structures #50 & 51,
Line #138-14.
8. Xxxxxx County.
Install 69 KV air switch and pole for
Trenton transmission line.
9. Friendswood.
(a) Replace 138KV tangent structure #31, Line
#138-11A.
(b) Replace 138KV tangent structures #87, 97,
99, Line #138-10B.
10. Galveston County.
Replace 138KV tangent structure #67, Line
#138-12.
11. La Marque.
Replace static wire on 3 lines.
12. Lewisville.
(a) Purchase and install three concrete poles
between Highlands and West Stations.
(b) Purchase 138 KV easement from E Systems
from Lakepointe to FM 3040.
(c) Purchase transmission easement from E
Systems for 138 KV line.
(d) Design, survey, and plan 138 KV transmission
line, Lakepointe and TI.
(e) Purchase material and construct 138 KV
transmission line, Lakepointe and TI
Substation.
13. Pecos County.
Purchase and install arresters on the
Xxxxxxxxx 69KV line. Replace 69KV tangent
structures; replace crossarm assemblies on
existing single pole 69KV tangent
structures; replace bolted type jumpers at
six-two pole 69KV double dead-end
structures; replace 69KV switch structure
with a single pole 69KV tangent structure.
14. Xxxxxx County.
Purchase and install a 138 KV airbreak switch at the Xxxxxxx Field Station.
15. Xxxxxxx County. Replace 69KV tangent structures.
Replace crossarm assemblies on 69KV tangent structures;
purchase and install arresters at selected locations.
16. Texas City.
(a) Purchase right-of-way 138-4A, 4B, 138-19 line.
(b) Build fiber optic circuit on Line #138-4B
between Caddo and Apache Switching Stations
for relaying, SCADA and communications
required to interconnect UCC Cogeneration
facility with 138KV transmission system.
(c) Replace 138KV tangent structure #32, Line
#138-7.
(d) Replace 138KV tangent structures #100, 119,
126, & 173, Line #138-12.
(e) Replace 69KV tangent structure #6/5, Line
#69-D.
(f) Replace 69KV tangent structure #5/5,
Line #69-E.
(g) Replace 69KV tangent structure #5/1,
Line #69-F.
(h) Replace 69KV tangent structures #3/5, 3/12,
Line #69-G.
(i) Replace static wire on 4 lines.
(j) Replace static wire -- line 69G.
17. West Columbia. Purchase and install Digital Fault
Record. Replace 138KV tangent structure #7, Line
#138-18.
THIRD
Substations
All the substations and the switching stations owned by the Company for
transforming, distributing or otherwise regulating electric current at any of
its plants, together with all buildings, transformers, wires, insulators,
appliances, equipment and all other property, real or personal, forming a part
of or pertaining to or used, occupied or enjoyed in connection with any of such
substations and switching stations, including without limitation, those situated
as follows:
A. State of New Mexico
1. Alamogordo.
(a) Upgrade the 12.5KV bus in the Alamogordo Substation on
the north transformer.
(b) Replace 6-Station Class Arresters and 3-bus support
insulators in the Alamogordo Substation on the South
and Middle Bays.
(c) Replace the wall mounted heating and cooling unit in
the Alamogordo Substation control house.
2. Xxxxxxx County. Purchase and install 2-SEL 221G Fault
Locating Relays and Goes clock (1 on the Xxxxxxx-Xxxxxxxx
terminal and 1 on the Xxxxxxxx-Xxxx terminal).
3. Xxxxx County. Purchase and install 2-Siemens Accu/Stat MJ-X
Voltage Regulator Controls in the Hollywood Substation.
4. Silver City. Purchase and install bus differential relays
(Westinghouse type KAB) for a differential protection scheme
on the Silver City 69-12 KV Substation bus.
B. State of Texas
1. Angleton. Angleton Substation-Replace 1-138KV Outdoor
Potential Transformer. Replace 150' 3 phase 336 MCM AAC
primary and neutral with 795 MCM AAC.
2. Bosque County.
(a) Install conduit and wiring from TU fence to control
house in Walnut Springs 66 KV Station.
(b) Build circuit getaway from OCR 22-820 out of Xxxxxxx
Substation.
(c) Purchase necessary equipment and convert RV recloser to
remote control at Walnut Springs Substation.
3. Brazoria County.
(a) West Columbia Main Substation-Purchase and install
Mehta Tech Transcan Digital Fault Recorder. Replace
station batteries.
(b) Old Ocean Substation-Install 3-Voltage Regulators and
5-12KV post insulators.
(c) Xxxxxxxx #5 Switching Station-Install 2-Outdoor Current
Transformers and 2-Outdoor Potential Transformers.
(d) Amoco-Pan Am Substation-Replace 2-Magnetic tape
recorders with Data Star pulse recorders.
(e) Xxxxxxxx #2 Switching Station-Replace 1-Magnetic tape
recorder with Data Star pulse recorder.
(f) Xxxxxxxx #3 Switching Station-Replace 1-Magnetic tape
recorder with Data Star pulse recorder.
4. Brazoria. Brazoria Substation-Replace 3-69KV disconnect
switches and 36-Bus support insulators.
5. Xxxxxxx. Purchase new keyboard for SCADA system. Replace
3750 KVA 66/22 KVA transformer in Xxxxxxx #2 66/22 KV
Substation.
6. Collin County.
Purchase and install SCADA RTU for Climax Substation.
7. Xxxxxxx County.
(a) Build 69/22KV Sycamore Substation.
(b) Build 1000 MCM URD circuit getaway out of
Sycamore Substation.
(c) Install 1108' of pasture fence around
Xxxxxxx County Switching Station Site.
8. Xxxxxx County.
Purchase and install 3750 KVA transformer and fuses at
Pilot Point Substation.
9. Erath County.
Purchase and install new recording voltmeter in Thurber
66/22/12.5 KV Substation.
10. Fort Stockton. 16th Street Substation-Replace oil circuit
breaker.
11. Franklin County.
Purchase and install SCADA RTU for Talco West
Substation.
12. Galveston County. Purchase and install 1-Remote Terminal
Unit (R.T.U.) at the P.H. Xxxxxxxx Switchyard to provide
operational information to the League City Dispatch Center.
13. Gatesville.
(a) Purchase and install replacement
transformer cooling fan in
Gatesville #1 66/4 KV Substation.
(b) Purchase and install 69 KV 600A gas
circuit breaker in Xxxxxxx County
66 KV Station.
(c) Install three - 300 KVAR Capacitor
banks in TDC - Hilltop 22/4 KV
Substation.
(d) Purchase necessary equipment to
install new conduit system from
control house to 69 KV breaker in
Xxxxxxx County Substation.
14. Xxxx Xxxx.
Purchase and install replacement transformer
cooling fan in Xxxx Xxxx 66/4 KV Substation.
Change out RV100 OCR to WVE in Xxxx Xxxx #2
Substation.
15. Xxxxxxxx.
Purchase and install three transformer
cooling fans for Xxxxxxxx City 66/22 KV
Station.
16. Xxxxxxxx County.
(a) Install two down guys on 69 KV line
between the Xxxxxxxx Co 66/22 KV
Station to Xxxxxxxx City #1 66/22 KV
Station.
(b) Purchase and install WVE recloser,
recloser bypass switches, and
necessary equipment to construct an
additional circuit out of Xxxxxxxx
County Substation.
(c) Purchase and install equipment
to convert two OCR's to remote
controlled in Xxxxxxxx County Subst
ation.
(d) Construct circuit getaway for
OCR 24-015 for Xxxxxxxx County
Substation.
17. Hill County.
(a) Purchase and install two type WVE OCR's in Hill County
Substation.
(b) Install mini-RTU, wiring and phone line for supervisory
control in Hill County Substation.
(c) Purchase and install steel fuse and arresters support
structure, three SMD-2B fuses and three arresters in
Hill County Substation.
18. Jack County. Replace CT's at Xxxxxx Substation.
19. LaMarque. LaMarque Substation-Install SCADA equipment.
20. Xxxxx County.
(a) Purchase and install SCADA RTU for Deport Substation.
(b) Install CCW/CCVAR meter at Xxxxxx Substation.
21. League City.
(a) Build South Shore 138/12.5KV Substation.
(b) South Shore Substation-Purchase and install necessary
equipment to place 2nd 12/16/20 MVA transformer in
service.
(c) League City Dispatch Center-Upgrade SCADA/EMS master
computer system to implement AGC for control area
operations.
(d) League City Dispatch Center-Purchase and install 1-Data
link processor workstation with networking terminal
equipment, operating software, communication circuits
and 1-Remote Terminal Unit (R.T.U.) to communicate
control area information to ERCOT's South Texas
Security Center.
(e) League City Dispatch Center-Purchase Power System
Operation video training series w/20 videotapes,
student workbooks, and instructors guides required for
continuing training of power system operators in order
to gain and maintain ERCOT certification necessary as a
part of control area implementation plan.
(f) League City Dispatch Center-Purchase 2-Remote Terminal
Units (R.T.U.) necesssary for the implementation of
control area operations.
(g) League City Dispatch Center-Relocate the General Office
EMC telemetry receiving/conversion equipment, recording
equipment, SCADA master station equipment and furniture
to the League City Dispatch Center.
(h) League City Dispatch Center-Purchase and install Da-Tel
telemetry equipment and data acquisition hardware and
software to provide CP&L with dynamic schedule
signaling.
(i) League City Substation-Replace 200KVAR capacitor and
roof on control house.
22. Xxxxxxx.
Install metering on existing portable substation
transformer.
23. Lewisville.
(a) Install buswork, switch, and URD getaway at Lakepointe
Substation.
(b) Change out switch in TI Substation.
(c) Install new batteries for SCADA ups system.
(d) Reconductor work at West Substation.
(e) Purchase and install event recorder in TI Substation.
(f) Purchase and install 25/33/42/47 MVA 138-7.5 KV
transformer with arresters for Lewisville West Station.
(g) Install 25/37/42 MVA 138-7.5 KV transformer in north
position at TI Station. (h) Purchase four 138 KV SF6
circuit breakers for TI Substation.
(i) Purchase new remote interrogation unit for SCADA
operations.
(j) Purchase and install 2 SCADA RTU's for TU Flower Mound
POD's.
(k) Purchase and install 25/33/42 MVA transformer and
arresters at West Station.
(l) Purchase and install 12.5 KV 200A, 41 switches, and bus
in West Station.
(m) Purchase and install two reverse power relays for TI
Substation.
(n) Replace failed PT at Lakepointe Substation.
(o) Construct transformer foundation for spare transformer
at West Substation.
(p) Purchase 25/37/42 MVA power transformer for TI
Substation backup.
(q) Purchase and install relay panels and gas breaker at TI
Substation.
(r) Purchase and install relay panel at Lakepointe
Substation.
24. Montague County.
Repair transmission line hit by tornado.
25. Pecos County.
(a) Xxxxxxx Substation-Install RV recloser.
(b) Airport Substation-Install 7500 KVA, 3 phase
transformer.
(c) Xxxxxxx Field Substation-Install 2-69KV gang switches.
(d) Install RV Recloser in the Xxxxxxx Substation.
(e) Install 7500 KVA 3 phase transformer at Airport
Substation
26. Pecos.
(a) Pecos Main Substation-Purchase and install SPS 69KV
1200 AMP SF6 circuit breaker; install 3 each 69KV
arresters.
(b) Pecos Main Substation-Purchase oil circuit recloser
type KWE-7, 14.4KV 560a, 10KA type ME4C electronic
control, a substation mounting frame and additional
miscellaneous accessories.
(c) Airport Substation-Rewind, transportation and handling
costs of Xxxxx-Xxxxxxxx 7500 KVA 66/12.5KV substation
transformer.
27. Red River County.
Purchase and install SCADA RTU for Red River
Substation.
28. Xxxxxx County.
(a) Xxxxxxx Field Substation-Purchase and install a 138KV
airbreak switch on the Pecos side of the IH20 to
Wickett 69KV line.
(b) Xxxxxxx Field Substation-Purchase oil circuit recloser,
type KWE 7, 14.4KV, 465A 10KA, with type ME4C
electronic control. Purchase oil circuit recloser
substation mounting frame and additional miscellaneous
accessories.
(c) Xxxxxxx Field Station-Purchase & install a 138KV
airbreak switch.
(d) Xxxxxx County #4 Substation-Replace oil circuit
recloser.
(e) Flat Top Substation-Replace 3-oil circuit reclosers.
29. Texas City.
(a) G.A.F. 138KV Switching Station-Purchase and install
1-145KV, 2,000 amp Gas Circuit Breaker, 2-138KV, 2,000
amp gang switches, 9-88KV MCOV line arresters, 138KV
steel switch stand, relaying, buswork, foundations,
fill & level, grounding, control cable & conduit.
(b) Caddo 138KV Switching Station-Purchase and install
relaying and communications equipment to interconnect
the UCC Cogeneration with 138KV transmission system.
(c) Grant Avenue Switching Station-Replace 2-HCB relays and
1-SC fault interruption relay due to flood damage.
(d) Union Carbide Substation-Replace station batteries.
(e) Amoco Substation-Replace 6-69KV disconnect switches and
2-200 KVAR, 69KV capacitor units.
(f) Build Apache 138KV Switching Station to interconnect
the UCC Cogeneration facility with 138KV transmission
system.
(g) Purchase and install telemetry equipment and 1-Remote
Terminal Units (R.T.U.) at the Enron Clear Lake
Cogeneration facility to provide operational
information to the League City Dispatch Center.
(h) Texas City Spare-Purchase 4-Remote Terminal Units
(R.T.U.) for future installation into new and existing
Cogeneration facilities.
30. Trenton.
Replace bank at Trenton Substation with 3750 KVA 69 KV
transformer and 4 KV regulators from Farmersville
Station.
31. Xxxx County.
(a) Cochise Substation-Purchase and install oil circuit
recloser, substation mounting frame and additional
miscellaneous accessories. Purchase and install oil
circuit recloser at Cochise Substation.
(b) Lone Star Tap Substation-Install 3 way switch.
32. Whitney.
(a) Install three 100 amp voltage regulators in the Whitney
66/22 KV Substation.
(b) Purchase and install WVE recloser for Whitney 66/22 KV
Substation.
33. Xxxxxxx County.
(a) California Substation-Install 2 way switch.
(b) Wink Substation-Replace 2-oil circuit breakers.
34. Young County.
(a) Purchase and install transformer cooling fan in Olney
69/12.5 KV Substation.
(b) Purchase and install ABB reclosing relay on OCR #1431
at Olney Station.
FOURTH
Franchises
All and singular, the corporate, federal, state, municipal and other
franchises, permits, consents, licenses, grants, immunities, privileges, and
rights owned by the Company and now held by the Company for the construction,
maintenance, and operation of electric light, heat, and power plants and
systems; for the construction, maintenance; as well as all franchises, grants,
immunities, privileges, and rights of the Company used or useful in the
operation of the Trust Estate, including all and singular the franchises,
grants, immunities, privileges, and rights of the Company granted by the
governing authorities of the cities and towns enumerated in the schedule below,
and by all other municipalities or political subdivisions, and all renewals,
extensions, and modifications of said franchises, grants, privileges, and
rights, or any of them, including:
A. State of New Mexico
Municipality Expiration Date
Xxxx Xxx County November 1, 2019
B. State of Texas
Municipality Expiration Date
Alvin Extended to October 21, 1996
Cross Roads May 28, 2026
Nocona Extended to April 8, 2015
Texas City Extended to March 31, 1999
IN WITNESS WHEREOF, TEXAS-NEW MEXICO POWER COMPANY has caused this
Twenty-Fifth Supplemental Indenture to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and, in token of its
acceptance of the trust created hereby, First Trust of Illinois, National
Association has caused this Twenty-Fifth Supplemental Indenture to be signed in
its corporate name by one of its Vice Presidents and its corporate seal to be
hereunto affixed and attested by one of its Assistant Secretaries, all as of the
day and year first above written.
TEXAS-NEW MEXICO POWER COMPANY,
(Corporate Seal) By:
X. X. Xxxxxx
Senior Vice President
Attest:
X. Xxx Xxxxxx
Assistant Secretary
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION,
as Trustee
(CORPORATE SEAL)
By:
Vice President
Attest:
Assistant Secretary
STATE OF TEXAS SS.
SS. ss.:
COUNTY OF TARRANT SS.
On this ____ day of September, 1996, before me,
____________________________, Notary Public in and for the County and State
aforesaid, personally appeared X. X. Xxxxxx, to me personally known, and known
to me to be the person whose name is subscribed to the foregoing instrument and
known to me to be Senior Vice President of TEXAS-NEW MEXICO POWER COMPANY, a
Texas corporation, who being by me duly sworn, did say that he resides in
Weatherford, Texas, that he is Senior Vice President of said TEXAS-NEW MEXICO
POWER COMPANY and that the seal affixed to said instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in behalf of
said corporation by authority of its Board of Directors; and said X. X. Xxxxxx
acknowledged said instrument to be the free act and deed of said corporation,
and acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed and as the act of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
____ day of September ___, 1996.
(NOTARIAL SEAL)
STATE OF ILLINOIS SS.
SS. ss.:
COUNTY OF XXXX XX.
On this ____ day of September, 1996, before me,
____________________________, Notary Public in and for the County and State
aforesaid, personally appeared _________________________________, to me
personally known, and 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 First Trust
of Illinois, National Association, who, being by me duly sworn, did say that he
resides in Chicago, Illinois; that he is a Vice President of said First Trust of
Illinois, National Association, and that the seal affixed to said instrument is
the corporate seal of said banking corporation, and that said instrument was
signed and sealed in behalf of said association by authority of its Board of
Directors; and said ___________________________, acknowledged said instrument to
be the free act and deed of said association, and acknowledged to me that he
executed said instrument for the purposes and consideration therein expressed
and as the act of said association.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
____ day of September, 1996.
(NOTARIAL SEAL)
STATE OF TEXAS SS.
SS. ss.:
COUNTY OF TARRANT SS.
X. X. Xxxxxx, being duly sworn, deposes and says:
1. That he is Senior Vice President of TEXAS-NEW MEXICO POWER COMPANY,
a Texas corporation, one of the corporations described in, and which executed
the foregoing instrument, and is one of the officers who executed the foregoing
instrument in behalf of TEXAS-NEW MEXICO POWER COMPANY.
2. That TEXAS-NEW MEXICO POWER COMPANY, one of the corporations which
executed the aforementioned instrument, is a corporation engaged in the States
of Texas and New Mexico in the generation, purchase, transmission, distribution
and sale of electricity to the public and, consequently, is a utility as
described in Section 35.01, Texas Business and Commerce Code, Revised Civil
Statutes of Texas.
Subscribed and sworn to before me this ____ day of September, 1996.
(NOTARIAL SEAL)
D-337151.06
