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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-FOURTH SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
SECURED MEDIUM-TERM NOTES,
SERIES D,
__________________
DATED AS OF OCTOBER 1, 1995
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-FOURTH SUPPLEMENTAL INDENTURE
_________________________________
INDENTURE, dated as of October 1, 1995, between TEXAS
UTILITIES ELECTRIC COMPANY, a corporation of the State of Texas,
whose address is Energy Plaza, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ (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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (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-fourth 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 . . . . . ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇ 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
DESIGNATION DATED AS OF
----------- -----------
Nineteenth Supplemental Indenture . . . . May 1, 1988
Twentieth Supplemental Indenture . . . . September 1, 1988
Twenty-first Supplemental Indenture . . . November 1, 1988
Twenty-second Supplemental Indenture . . January 1, 1989
Twenty-third Supplemental Indenture . . . August 1, 1989
Twenty-fourth Supplemental Indenture . . November 1, 1989
Twenty-fifth Supplemental Indenture . . . December 1, 1989
Twenty-sixth Supplemental Indenture . . . February 1, 1990
Twenty-seventh Supplemental Indenture . . September 1, 1990
Twenty-eighth Supplemental Indenture . . October 1, 1990
Twenty-ninth Supplemental Indenture . . . October 1, 1990
Thirtieth Supplemental Indenture . . . . March 1, 1991
Thirty-first Supplemental Indenture . . . May 1, 1991
Thirty-second Supplemental Indenture . . July 1, 1991
Thirty-third Supplemental Indenture . . . February 1, 1992
Thirty-fourth Supplemental Indenture . . April 1, 1992
Thirty-fifth Supplemental Indenture . . . April 1, 1992
Thirty-sixth Supplemental Indenture . . . June 1, 1992
Thirty-seventh Supplemental Indenture . . June 1, 1992
Thirty-eighth Supplemental Indenture . . August 1, 1992
Thirty-ninth Supplemental Indenture . . . October 1, 1992
Fortieth Supplemental Indenture . . . . . November 1, 1992
Forty-first Supplemental Indenture . . . December 1, 1992
Forty-second Supplemental Indenture . . . March 1, 1993
Forty-third Supplemental Indenture . . . April 1, 1993
Forty-fourth Supplemental Indenture . . . April 1, 1993
Forty-fifth Supplemental Indenture . . . May 1, 1993
Forty-sixth Supplemental Indenture . . . July 1, 1993
Forty-seventh Supplemental Indenture . . October 1, 1993
Forty-eighth Supplemental Indenture . . . November 1, 1993
Forty-ninth Supplemental Indenture . . . May 1, 1994
Fiftieth Supplemental Indenture . . . . . May 1, 1994
Fifty-first Supplemental Indenture . . . August 1, 1994
Fifty-second Supplemental Indenture . . . April 1, 1995
Fifty-third Supplemental Indenture . . . June 1, 1995
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 September
30, 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 57,950,000
8 1/4% Pollution Control Series D 200,000,000 111,215,000
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 81,305,000
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 51,525,000
9% Pollution Control Series G . 12,000,000 12,000,000
9 7/8% Pollution Control
Series H . . . . . . . . . . . 112,000,000 28,765,000
9 1/4% Pollution Control
Series I . . . . . . . . . . . 100,000,000 54,005,000
10 3/8% Series due May 1, 1998 . 150,000,000 None
11 3/8% Series due May 1, 2018 . 150,000,000 None
Secured Medium-Term Notes,
Series A . . . . . . . . . . . 300,000,000 30,000,000
10.44% Series due
November 1, 2008 . . . . . . . 150,000,000 150,000,000
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
Principal Principal
Amount Amount
Series Issued Outstanding
------ ----------- -----------
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
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
Pollution Control Series U . . . 136,108,250 136,108,250
Pollution Control Series V . . . 136,108,250 136,108,250
Pollution Control Series W . . . 13,857,500 13,857,500
Pollution Control Series X . . . 21,246,250 21,246,250
which bonds are also hereinafter sometimes called bonds of the
First through Eighty-fourth 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 one 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-fourth Supplemental Indenture, and the terms of the bonds
of the Eighty-fifth 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-fourth 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-fourth 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
▇▇▇▇▇ 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-fourth 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-fourth
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-FIFTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"Secured Medium-Term Notes, Series D" (herein sometimes referred
to as the "Eighty-fifth 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-fifth Series shall be issued as fully
registered bonds in denominations of One Thousand Dollars and, at
the option of the Company, in any multiple or multiples thereof
(the exercise of such option to be evidenced by the execution and
delivery thereof); each bond of the Eighty-fifth Series shall
mature on such date not less than nine months nor more than 30
years from the date of issue, shall bear interest at such rate or
rates, payable semi-annually on January 1 and July 1 in each year
and at maturity (each an interest payment date), and have such
other terms and provisions not inconsistent with the Original
Indenture as the Board of Directors may determine in accordance
with a Resolution filed with the Trustee referring to this Fifty-
fourth Supplemental Indenture; the principal of and interest on
each said bond to be payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, New
York, in such coin or currency of the United States of America as
at the time of payment is legal tender for public and private
debts. Bonds of the Eighty-fifth Series shall be dated as in
Section 2.03 of the Original Indenture provided.
Notwithstanding the foregoing, so long as there is no
existing default in the payment of interest on the bonds of the
Eighty-fifth Series, all bonds of the Eighty-fifth Series
authenticated by the Trustee after the Record Date hereinafter
specified for any interest payment date, and prior to such
interest payment date (unless the Issue Date hereinafter
specified is after such Record Date), shall be dated the date of
authentication, but shall bear interest from such interest
payment date subject to the provisions and exceptions of
subdivision (I) of this Section 1, and the person in whose name
any bond of the Eighty-fifth Series is registered at the close of
business on any Record Date with respect to any interest payment
date shall be entitled to receive the interest payable on such
interest payment date, notwithstanding the cancellation of such
bond of the Eighty-fifth Series, upon any transfer or exchange
thereof subsequent to the Record Date and on or prior to such
interest payment date, subject to the provisions and exceptions
of subdivision (I) of this Section 1. If the Issue Date of the
bonds of the Eighty-fifth Series of a designated interest rate
and maturity is after such Record Date, such bonds shall bear
interest from the Issue Date but payment of interest shall
commence on the second interest payment date succeeding the Issue
Date. "Record Date" for bonds of the Eighty-fifth Series shall
mean February 15 for interest payable March 1 and August 15 for
interest payable September 1, provided that, interest payable on the
maturity date will be payable to the person to whom the principal
of the bond shall be payable. "Issue Date" with respect to bonds
of the Eighty-fifth Series of a designated interest rate and
maturity shall mean the date of the first authentication of bonds
of such designated interest rate and maturity.
(I) Any interest on any bond of the Eighty-fifth
Series which is payable but is not punctually paid or duly
provided for, on any interest payment date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the
registered owner on the relevant Record Date solely by virtue of
such owner having been such owner; and such Defaulted Interest
may be paid by the Company, at its election in each case, as
provided in subsection A or B below:
A. The Company may elect to make payment of any
Defaulted Interest on the bonds of the Eighty-fifth Series to
the persons in whose names such bonds are registered at the close
of business on a Special Record Date (as hereinafter defined) for
the payment of such Defaulted Interest, which shall be fixed in
the following manner: The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid
on each bond of the Eighty-fifth Series and the date of the
proposed payment (which date shall be such as will enable the
Trustee to comply with the next sentence hereof), and at the same
time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit in or prior to the
date of the proposed payments, such money when deposited to be
held in trust for the benefit of the persons entitled to such
Defaulted Interest as in this subsection provided and not to be
deemed part of the Mortgaged and Pledged Property. Thereupon the
Trustee shall fix a date (herein referred to as a "Special Record
Date") for the payment of such Defaulted Interest which date
shall be not more than 15 nor less than 10 days prior to the date
of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of proposed payment. The
Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage
prepaid, to each registered owner of a bond of the Eighty-fifth
Series at his address as it appears in the bond register not less
than 10 days prior to such Special Record Date. The Trustee may,
in its discretion in the name and at the expense of the Company,
cause a similar notice to be published at least once in one Daily
Newspaper of general circulation in the Borough of Manhattan, The
City of New York, New York and in one Daily Newspaper of general
circulation in the City of Dallas, Texas, but such publication
shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid
to the persons in whose names the bonds of the Eighty-fifth
Series are registered on such Special Record Date and shall no
longer be payable pursuant to the following subsection B.
B. The Company may make payment of any Defaulted
Interest on the bonds of the Eighty-fifth Series in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which such bonds may be listed and upon
such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment
pursuant to this subsection, such payment shall be deemed
practicable by the Trustee.
Subject to the foregoing provisions of this Section, each
bond of the Eighty-fifth Series delivered under the Mortgage upon
transfer of or in exchange for or in lieu of any other bond shall
carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other bond and each such bond
shall bear interest from such date, that neither gain nor loss in
interest shall result from such transfer, exchange or substitution.
(II) Each bond of the Eighty-fifth Series may be redeemable
either at the option of the Company or pursuant to the
requirements of the Mortgage (including, among other
requirements, the application of cash deposited with the Trustee
pursuant to the provisions of Section 9.14 of the Mortgage or
with Proceeds of Released Property), in whole at any time, or in
part from time to time, prior to maturity, upon notice, as
provided in Section 12.02 of the Original Indenture, mailed at
least thirty (30) days prior to the date fixed for redemption as
the Board of Directors may determine in accordance with a
Resolution filed with the Trustee referring to this Fifty-fourth
Supplemental Indenture.
(III) At the option of the registered owner, any bonds
of the Eighty-fifth Series, upon surrender thereof for
cancellation at the office or agency of the Company in the
Borough of Manhattan, The City of New York , New York, shall be
exchangeable for a like aggregate principal amount of bonds of
the same series of other authorized denominations, which have the
same Issue Date, maturity date, interest rate or rates, and
redemption provisions, if any.
Bonds of the Eighty-fifth Series shall be transferable,
upon the surrender thereof for cancellation, together with a
written instrument of transfer in form approved by the registrar
duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City New York, New York.
Upon any exchange or transfer of bonds of the Eighty-fifth
Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge,
as provided in Section 2.05 of the Original Indenture, but the
Company hereby waives any right to make a charge in addition
thereto for any exchange of bonds of the Eighty-fifth Series.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2. Subject to the amendments provided for in this
Fifty-fourth Supplemental Indenture, the terms defined in the
Original Indenture, as heretofore supplemented, shall for all
purposes of this Fifty-fourth Supplemental Indenture have the
meanings specified in the Original Indenture, as heretofore
supplemented.
SECTION 3. The holders of bonds of the Eighty-fifth Series
consent that the Company may, but shall not be obligated to, fix
a record date for the purpose of determining the holders of bonds
of the Eighty-fifth Series entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, those persons
who were holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent
to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be holders
after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
SECTION 4. 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-fourth 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-fourth 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-fourth Supplemental
Indenture.
SECTION 5. Whenever in this Fifty-fourth 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-fourth 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 6. Nothing in this Fifty-fourth 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-fourth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-fourth
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 7. This Fifty-fourth 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. ▇▇▇ ▇▇▇▇▇▇
------------------------------
H. ▇▇▇ ▇▇▇▇▇▇
Senior Vice President
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
Executed, sealed and delivered by
TEXAS UTILITIES ELECTRIC COMPANY
in the presence of:
/s/ W.E. ▇▇▇▇▇▇▇▇▇
----------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
THE BANK OF NEW YORK,
Trustee
By /s/ W.N. ▇▇▇▇▇▇
---------------------------
W. N. ▇▇▇▇▇▇
Vice President
Attest:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Assistant Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS)
Before me, a Notary Public in and for said State, on this
day personally appeared H. ▇▇▇ ▇▇▇▇▇▇, 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 18th day of
October, 1995.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public, State of Texas
My Commission Expires June 23, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) SS.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said State, on this
day personally appeared W.N. ▇▇▇▇▇▇, 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 20th day of
October, 1995.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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-fourth Supplemental Indenture
Filed November 1, 1995
Office of the Secretary of the State of Texas,
Utility Security Instrument File No. 83-281286
