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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-SIXTH SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES AC
AND
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES AD
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DATED AS OF SEPTEMBER 1, 1996
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THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
FIFTY-SIXTH SUPPLEMENTAL INDENTURE
-----------------------------
INDENTURE, dated as of September 1, 1996, 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-sixth 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
Nineteenth Supplemental Indenture . . . . May 1, 1988
DESIGNATION DATED AS OF
----------- -----------
Twentieth Supplemental Indenture . . . . September 1, 1988
Twenty-first Supplemental Indenture . . . November 1, 1988
Twenty-second Supplemental Indenture . . January 1, 1989
Twenty-third Supplemental Indenture . . . August 1, 1989
Twenty-fourth Supplemental Indenture . . November 1, 1989
Twenty-fifth Supplemental Indenture . . . December 1, 1989
Twenty-sixth Supplemental Indenture . . . February 1, 1990
Twenty-seventh Supplemental Indenture . . September 1, 1990
Twenty-eighth Supplemental Indenture . . October 1, 1990
Twenty-ninth Supplemental Indenture . . . October 1, 1990
Thirtieth Supplemental Indenture . . . . March 1, 1991
Thirty-first Supplemental Indenture . . . May 1, 1991
Thirty-second Supplemental Indenture . . July 1, 1991
Thirty-third Supplemental Indenture . . . February 1, 1992
Thirty-fourth Supplemental Indenture . . April 1, 1992
Thirty-fifth Supplemental Indenture . . . April 1, 1992
Thirty-sixth Supplemental Indenture . . . June 1, 1992
Thirty-seventh Supplemental Indenture . . June 1, 1992
Thirty-eighth Supplemental Indenture . . August 1, 1992
Thirty-ninth Supplemental Indenture . . . October 1, 1992
Fortieth Supplemental Indenture . . . . . November 1, 1992
Forty-first Supplemental Indenture . . . December 1, 1992
Forty-second Supplemental Indenture . . . March 1, 1993
Forty-third Supplemental Indenture . . . April 1, 1993
Forty-fourth Supplemental Indenture . . . April 1, 1993
Forty-fifth Supplemental Indenture . . . May 1, 1993
Forty-sixth Supplemental Indenture . . . July 1, 1993
Forty-seventh Supplemental Indenture . . October 1, 1993
Forty-eighth Supplemental Indenture . . . November 1, 1993
Forty-ninth Supplemental Indenture . . . May 1, 1994
Fiftieth Supplemental Indenture . . . . . May 1, 1994
Fifty-first Supplemental Indenture . . . August 1, 1994
Fifty-second Supplemental Indenture . . . April 1, 1995
Fifty-third Supplemental Indenture . . June 1, 1995
Fifty-fourth Supplemental Indenture . . October 1, 1995
Fifty-fifth Supplemental Indenture . . March 1, 1996
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 August 31,
1996, 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 None
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 150,000,000 100,000,000
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 150,000,000 120,000,000
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 None
Secured Medium-Term Notes, Series C 150,000,000 36,000,000
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 300,000,000 280,855,000
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 75,831,000
8 1/8% Series due February 1, 2002 150,000,000 150,000,000
8 7/8% Series due February 1, 2022 175,000,000 175,000,000
8 1/4% Series due April 1, 2004 $100,000,000 $100,000,000
9% Series due April 1, 2022 100,000,000 100,000,000
6 3/4% Pollution Control Series
due April 1, 2022 50,000,000 50,000,000
7 1/8% Series due June 1, 1997 150,000,000 150,000,000
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 175,000,000 163,000,000
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 200,000,000 195,550,000
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 115,000,000 115,000,000
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 300,000,000 253,000,000
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
Secured Medium-Term Notes, Series D 201,150,000 201,150,000
Pollution Control Series Y 28,819,000 28,819,000
Pollution Control Series Z 66,642,500 66,642,500
Pollution Control Series AA 28,750,000 28,750,000
Pollution Control Series AB 28,750,000 28,750,000
which bonds are also hereinafter sometimes called bonds of the
First through Eighty-ninth 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 two 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-sixth Supplemental Indenture, and the terms of the bonds of
the Ninetieth and Ninety-first 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-sixth 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-sixth 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-sixth 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-sixth
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
NINETIETH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"Pollution Control Series AC" (herein sometimes referred to as
the "Ninetieth 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 Ninetieth Series shall mature on June 1, 2030, shall
not bear interest and shall be issued as fully registered bonds
in denominations of One Hundred Twenty-five Dollars and, at the
option of the Company, in any multiple or multiples thereof (the
exercise of such option to be evidenced by the execution and
delivery thereof); the principal of each said bond to be payable
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, or at the office or
agency of the Company in the City of Dallas, Texas, as the holder
of any said bond may elect, in such coin or currency of the
United States of America as at the time of payment is legal
tender for public and private debts. Bonds of the Ninetieth
Series shall be dated as in Section 2.03 of the Original
Indenture provided.
(I) The bonds of the Ninetieth Series shall be initially
issued in the aggregate principal amount of $70,397,250 to, and
registered in the name of, the trustee under the Trust Indenture,
dated as of September 1, 1996 (hereinafter sometimes called the
"1996B and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), of the Brazos River
Authority (hereinafter sometimes called the "Brazos Authority"),
under which its Collateralized Pollution Control Revenue
Refunding Bonds (Texas Utilities Electric Company Project) Series
1996B (hereinafter sometimes called the "Series 1996B Brazos
Revenue Bonds") are to be issued, in order to provide the benefit
of a lien to secure the obligation of the Company to make the
Installment Payments and Purchase Price payments pursuant to, and
as such terms are defined in, the Installment Sale and Bond
Amortization Agreement, dated as of September 1, 1996
(hereinafter sometimes called the "1996B Brazos Agreement"),
between the Brazos Authority and the Company.
The Company shall receive a credit against its obligation
to make any payment of the principal of the bonds of the
Ninetieth Series, whether at maturity, upon redemption or
otherwise, in an amount equal to 115% of the sum of (a) the
amount, if any, on deposit in the Debt Service Fund maintained
under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ which reduces the
corresponding Installment Payment and (b) the amount, if any,
paid by the Company pursuant to Section 5.04 of the 1996B Brazos
Agreement in respect of the corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Ninetieth
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1996B Brazos
Bond Indenture, signed by its President, a Vice President, an
Assistant Vice President or a Trust Officer, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1996B Brazos Revenue
Bonds outstanding under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
shall become immediately due and payable pursuant to Section 6.02
of the 1996B and 1996C Brazos Bond Indenture, upon the occurrence
of an Event of Default under Section 6.01(a) of the 1996B and
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, all bonds of the Ninetieth Series,
then Outstanding, shall be redeemed by the Company, on the date
such Series 1996B Brazos Revenue Bonds shall have become
immediately due and payable, at the principal amount thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Ninetieth Series is required pursuant to the first
paragraph of this subsection (II) unless and until it shall have
received a written notice from the trustee under the 1996B and
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, signed by its President, a Vice
President, an Assistant Vice President or a Trust Officer,
stating that Series 1996B Brazos Revenue Bonds have become
immediately due and payable pursuant to Section 6.02 of the 1996B
and 1996C Brazos Bond Indenture, upon the occurrence of an Event
of Default under Section 6.01(a) of the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and specifying the principal amount thereof. Said
notice shall also contain a waiver of notice of such redemption
by the trustee under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
as the holder of all bonds of the Ninetieth Series then
Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
1 state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for
redemption. Notwithstanding the provisions of Section 12.02 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of
the Ninetieth Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, New York, shall be exchangeable for a like
aggregate principal amount of bonds of the same series of other
authorized denominations.
Bonds of the Ninetieth Series shall not be transferrable
except to any successor trustee under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, any such transfer to be made at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for
any exchange or transfer of bonds of the Ninetieth Series.
ARTICLE II
NINETY-FIRST SERIES OF BONDS
SECTION 2. There shall be a series of bonds designated
"Pollution Control Series AD" (herein sometimes referred to as
the "Ninety-first Series"), each of which shall also bear the
descriptive title "First Mortgage Bond", and the form thereof,
which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the Ninety-first Series shall mature on June 1, 2030,
shall not bear interest and shall be issued as fully registered
bonds in denominations of Five Hundred Dollars and, at the option
of the Company, in any multiple or multiples thereof (the
exercise of such option to be evidenced by the execution and
delivery thereof); the principal of each said bond to be payable
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, or at the office or
agency of the Company in the City of Dallas, Texas, as the holder
of any said bond may elect, in such coin or currency of the
United States of America as at the time of payment is legal
tender for public and private debts. Bonds of the Ninety-first
Series shall be dated as in Section 2.03 of the Original
Indenture provided.
(I) The bonds of the Ninety-first Series shall be
initially issued in the aggregate principal amount of $57,500,000
to, and registered in the name of, the trustee under the 1996B
and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, under which the Brazos
Authority s Collateralized Pollution Control Revenue Refunding
Bonds (Texas Utilities Electric Company Project) Series 1996C
(hereinafter sometimes called the "Series 1996C Brazos Revenue
Bonds") are to be issued, in order to provide the benefit of a
lien to secure the obligation of the Company to make the
Installment Payments and Purchase Price payments pursuant to, and
as such terms are defined in, the Installment Sale and Bond
Amortization Agreement, dated as of September 1, 1996
(hereinafter sometimes called the "1996C Brazos Agreement"),
between the Brazos Authority and the Company.
The Company shall receive a credit against its obligation
to make any payment of the principal of the bonds of the Ninety-
first Series, whether at maturity, upon redemption or otherwise,
in an amount equal to 115% of the sum of (a) the amount, if any,
on deposit in the Debt Service Fund maintained under the 1996B
and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ which reduces the corresponding
Installment Payment and (b) the amount, if any, paid by the
Company pursuant to Section 5.04 of the ▇▇▇▇▇ ▇▇▇▇▇▇ Agreement in
respect of the corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Ninety-first
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1996B and
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, signed by its President, a Vice
President, an Assistant Vice President or a Trust Officer,
stating that the corresponding Installment Payment or Purchase
Price payment has become due and payable and has not been fully
paid and specifying the amount of funds required to make such
payment.
(II) In the event that any Series 1996C Brazos Revenue
Bonds outstanding under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
shall become immediately due and payable pursuant to Section 6.02
of the 1996B and 1996C Brazos Bond Indenture, upon the occurrence
of an Event of Default under Section 6.01(a) of the 1996B and
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, all bonds of the Ninety-first
Series, then Outstanding, shall be redeemed by the Company, on
the date such Series 1996C Brazos Revenue Bonds shall have become
immediately due and payable, at the principal amount thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Ninety-first Series is required pursuant to the
first paragraph of this subsection (II) unless and until it shall
have received a written notice from the trustee under the 1996B
and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, signed by its President, a Vice
President, an Assistant Vice President or a Trust Officer,
stating that Series 1996C Brazos Revenue Bonds have become
immediately due and payable pursuant to Section 6.02 of the 1996B
and 1996C Brazos Bond Indenture, upon the occurrence of an Event
of Default under Section 6.01(a) of the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and specifying the principal amount thereof. Said
notice shall also contain a waiver of notice of such redemption
by the trustee under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
as the holder of all bonds of the Ninety-first Series then
Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
2 state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for
redemption. Notwithstanding the provisions of Section 12.02 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of
the Ninety-first Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series
of other authorized denominations.
Bonds of the Ninety-first Series shall not be transferrable
except to any successor trustee under the 1996B and ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, any such transfer to be made at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for
any exchange or transfer of bonds of the Ninety-first Series.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. Subject to the amendments provided for in this
Fifty-sixth Supplemental Indenture, the terms defined in the
Original Indenture, as heretofore supplemented, shall for all
purposes of this Fifty-sixth Supplemental Indenture have the
meanings specified in the Original Indenture, as heretofore
supplemented.
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-sixth 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-sixth 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-sixth Supplemental
Indenture.
SECTION 5. Whenever in this Fifty-sixth 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-sixth 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-sixth 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-sixth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-sixth
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-sixth 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/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------
▇▇▇ ▇▇▇▇▇▇
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/ Illegible
--------------------------
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS )
Before me, a Notary Public in and for said State, on this
day personally appeared ▇▇▇ ▇▇▇▇▇▇, 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 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
September, 1996.
/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 16th day of
September, 1996.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate filed in New York County
Commission Expires May 16, 1998
SUMMARY OF RECORDING DATA
Fifty-sixth Supplemental Indenture
Filed September 26, 1996
Office of the Secretary of the State of Texas,
Utility Security Instrument File No. 83-281286