Exhibit 1(b)
TEXAS UTILITIES ELECTRIC COMPANY
Secured Medium-Term Notes, Series
DISTRIBUTION AGREEMENT
______________________
[Date]
[Names and Addresses of Agents]
Ladies and Gentlemen:
The undersigned, Texas Utilities Electric Company, a
Texas corporation (Company), hereby confirms its agreement with
each of you (individually, an "Agent" and collectively, the
"Agents") as follows.
1. Appointment of Agents.
_____________________
(a) The Company has authorized by appropriate
corporate action and proposes to issue and sell in the
manner contemplated by this agreement not to exceed
$____________ aggregate amount of the Company's Secured
Medium-Term Notes, Series (Securities) registered pursuant
to registration statement No. (as defined in Section
3(a) hereof).
(b) Subject to the terms and conditions stated in this
agreement, the Company hereby appoints each of you as Agent
for the purpose of offering and selling the Securities. The
Company reserves the right to sell the Securities on its own
behalf directly to investors and, from time to time, to
appoint additional agents to sell the Securities, provided
that the Company shall furnish the Agents with reasonable
advance notification of the appointment of any additional
agent to sell the Securities and further provided that such
additional agents shall be required to execute distribution
agreements in form and substance substantially similar to
this agreement. The foregoing shall not be construed to
prevent the Company from selling at any time its securities;
provided, however, in the event the Company shall sell its
First Mortgage Bonds during the period between the date an
offer to purchase Securities is accepted by the Company
under the terms and conditions of this agreement, and the
Settlement Date (as hereinafter defined) and such sale
directly results in the failure of a purchaser to pay for
such Securities, the Company shall be obligated to pay the
Agent the applicable commission for such Securities as set
forth in Exhibit B hereto.
(c) On the basis of the representations and warranties
contained herein, but subject to the terms and conditions
herein set forth, each Agent agrees, as agent of the
Company, to use its reasonable best efforts when requested
by the Company to solicit offers to purchase the Securities
upon the terms and conditions set forth in the Prospectus
(as defined in Section 3(a) hereof) and the Administrative
Procedures attached hereto as Exhibit A, as they may be
amended from time to time (Procedures).
(d) Administrative procedures relating to the offer
and sale of the Securities, the issue and delivery of
certificates representing the Securities and payment for the
Securities are set forth in the Procedures. Each Agent and
the Company agree to perform the respective duties and
obligations to be performed by each of them as provided in
the Procedures. The Procedures may be amended only by a
written agreement among the Company and the Agents. The
Agents agree that the principal amount of Securities to be
offered and sold from time to time, the prices, the interest
rates, the maturities, redemption provisions, if any, and
other terms at which the Securities are to be offered and
sold will be in compliance with limitations established by
the Company with the Agents in accordance with the
Procedures.
(e) Promptly upon the Settlement Date (as defined in
Section 4 hereof), the Company will pay each Agent a
commission as a result of a solicitation made by such Agent
and not for a purchase by such Agent as principal, in the
form of a discount, equal to the applicable percentage of
the principal amount of each Security sold by the Company as
a result of a solicitation made by such Agent as set forth
in Exhibit B hereto.
2. Description of Securities.
_________________________
The Company proposes to issue the Securities under its Mortgage
and Deed of Trust, dated as of December 1, 1983, to Irving Trust
Company (now The Bank of New York), Trustee (Trustee), as
heretofore supplemented and as it is to be further supplemented
by a _________________ Supplemental Indenture (Supplemental
Indenture) to be dated as of __________, 199_, in substantially
the form heretofore delivered to the Agents, said Mortgage and
Deed of Trust, as heretofore supplemented and as it is to be
further supplemented, being hereinafter referred to as the
"Mortgage".
The Securities shall have the series designation,
maturities, interest rates, redemption provisions, if any, and
other terms as set forth in the Prospectus. The Securities will
be issued, and the terms thereof established, from time to time
by the Company in accordance with the Mortgage and the
Procedures.
3. Representations and Warranties of the Company.
_____________________________________________
The Company represents and warrants to each Agent that:
(a) It has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
Form S-3, including a prospectus, on ________, 199__
(Registration No. ____________) for the registration of
$[350,000,000] aggregate amount of the Company's First
Mortgage Bonds ("First Mortgage Bonds") and unsecured debt
securities ("Unsecured Debt Securities") under the
Securities Act of 1933, as amended (the "Securities Act").
Such registration statement ("registration statement No.
_________") was declared effective by the Commission on
_____________. The Company also filed with the Commission
a registration statement on Form S-3 on September 15, 1994
(Registration No. 33-83976) (hereinafter "registration
statement No. 33-83976") for the registration of
$500,000,000 of the Company's First Mortgage Bonds under the
Securities Act. Such registration statement was declared
effective by the Commission on September 26, 1994. The
Company also filed with the Commission post-effective
amendment no. 1 (the "Post-Effective Amendment") to
registration statement No. 33-83976 on July 1, 1997 to
include Unsecured Debt Securities in the securities
registered with the Commission pursuant to the registration
statement No. 33-83976. The Post-Effective Amendment was
declared effective by the Commission on July 9, 1997. All
but $148,850,000 amount of First Mortgage Bonds and
Unsecured Debt Securities registered under the Securities
Act pursuant to registration statement No. 33-83976, as
amended, have been previously issued. References herein to
the term "Registration Statement" as of any date shall be
deemed to refer to registration statement No. ______ and
registration statement No.33-83976, each as amended or
supplemented to such date, including all documents
incorporated by reference therein as of such date pursuant
to Item 12 of Form S-3 ("Incorporated Documents").
References herein to the term "Prospectus" as of any given
date shall be deemed to refer to the prospectus forming a
part of registration statement No. ______, as amended or
supplemented as of such date, and including a prospectus
supplement relating to any of the Securities on any date on
or after the date of such prospectus supplement (other than
by amendments or supplements relating to First Mortgage
Bonds or Unsecured Debt Securities other than the Securities
or, when referring to the Prospectus relating to a
particular offering of Securities, Securities other than the
Securities being offered at a particular time), including
all Incorporated Documents as of such date and including a
prospectus supplement relating to the Securities.
References herein to the term "Effective Date" shall be
deemed to refer to the later of the time and date
registration statement No. ______ was declared effective or
the time and date of the filing thereafter of the Company's
most recent Annual Report on Form 10-K if such filing is
made prior to the Closing Date, as hereinafter defined. The
Company will not file after the date of this agreement any
amendment to the Registration Statement or supplement to the
Prospectus unless the Company has furnished the Agents
through Winthrop, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (Counsel for the
Agents) copies for its review prior to filing. For the
purposes of this Agreement, any Incorporated Document filed
with the Commission on or after the date of this Agreement
and prior to the Closing Date, as hereinafter defined, shall
be deemed an amendment or supplement to the Registration
Statement and the Prospectus.
(b) On the Effective Date, the Registration Statement
and the Prospectus fully complied and, at the date of this
agreement, the Registration Statement and the Prospectus and
the Mortgage fully comply in all material respects with the
applicable provisions of the Securities Act, the Trust
Indenture Act of 1939, as amended, and the applicable rules
and regulations of the Commission thereunder, or pursuant to
said rules and regulations have been or will be deemed to
comply therewith; on the Effective Date, neither the
Registration Statement nor the Prospectus contained, and at
the date of this agreement neither the Registration
Statement nor the Prospectus contains, an untrue statement of
a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; the Incorporated
Documents when filed with, or when transmitted for filing
to, the Commission complied in all material respects with
the applicable provisions of the Securities Exchange Act of
1934, as amended (Exchange Act), and the applicable rules
and regulations of the Commission thereunder, and, when read
together with the Prospectus on said dates did not contain
and do not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
provided that the foregoing representations and warranties
in this paragraph (b) shall not apply to statements or omis-
sions made in reliance upon information furnished in writing
to the Company by, or on behalf of, any Agents for use in
connection with the preparation of the Registration State-
ment or the Prospectus, or to any statements in or omissions
from the Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, or amendments thereto, of
the Trustee under the Mortgage.
(c) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof will
not result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed
of trust or other agreement or instrument to which the
Company is now a party.
4. Settlement.
__________
Delivery of Securities in fully registered form shall be made in
accordance with the Procedures. The date of authentication,
issuance and delivery of a Global Security or a Certificated
Security (both as defined in the Procedures attached hereto), as
the case may be, sold against payment therefor is herein called
the "Settlement Date."
5. Obligations of Agents.
_____________________
(a) In soliciting purchases of the Securities from the
Company by others (including customers of the Agents), each
Agent will be acting as sales agent for the Company and not
as principal. Each Agent will use its reasonable best
efforts to solicit purchases of the Securities on behalf of
the Company as contemplated hereby; provided, that each
Agent in its sole discretion can suspend from time to time
its efforts in offering for sale, and soliciting purchases
of, the Securities. In any transaction where an Agent has
acted as agent for the Company and has not purchased as
principal, the Agent will make reasonable efforts to obtain
performance by each purchaser of Securities from the
Company, but the Agent will not have any liability to the
Company in the event any such purchase is not consummated
for any reason. The Company also understands that under no
circumstances shall an Agent be obligated to purchase any
Securities for its own account except to the extent the
Agent has made a firm commitment with the Company in connec-
tion with an offering which has been expressly authorized by
the Company and agreed to by the Agent.
(b) Each Agent agrees that in carrying out the
transactions contemplated by this agreement, it will observe
and comply with all securities or blue-sky laws,
regulations, rules and ordinances in any jurisdiction in
which the Securities may be offered, sold or delivered
applicable to it as Agent hereunder. Each Agent agrees not
to cause any advertisement of the Securities to be published
in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Securities
other than the Prospectus, except in any such case with the
express consent of the Company.
6. Covenants of the Company.
________________________
The Company agrees:
(a) To advise the Agents (i) when any amendment to the
Registration Statement has become effective or any
supplement to the Prospectus has been filed, (ii) of any
request by the Commission for any amendment of the Regis-
tration Statement or the Prospectus or for any additional
information with respect to the Registration Statement or
the Prospectus, (iii) of the issuance by the Commission of
any "stop order" suspending the effectiveness of the Regis-
tration Statement or the institution, or advice from the
Commission that it is considering the institution, of any
proceeding for that purpose, and (iv) of the receipt by the
Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such "stop order"
and, if issued, to obtain as soon as possible the withdrawal
thereof;
(b) To furnish to each Agent a signed copy of the Reg-
istration Statement as originally filed with the Commission
or, to the extent a signed copy is not available, a
conformed copy, certified by an officer of the Company to be
in the form as originally filed, and of each amendment
thereto, including all documents incorporated by reference
therein and exhibits filed with the Registration Statement
(except those exhibits incorporated by reference), and, so
long as the agreement remains in effect, as soon as possible
after each supplement or amendment to the Prospectus has
been filed with the Commission, as many copies of the
Prospectus, then current, and any documents incorporated by
reference therein, as the Agents may reasonably request for
the purposes contemplated by the Securities Act;
(c) To file all reports, and amendments thereto,
required to be filed by the Company with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act
subsequent to the Effective Date and for so long as this
agreement shall remain in effect and to deliver to the
Agents, without charge, promptly after the filing thereof,
as many copies of each such report and amendment (excluding
exhibits) as the Agents may reasonably request;
(d) If, during the period that this agreement remains
in effect and at any time thereafter when delivery of a
Prospectus shall, in the opinion of Counsel for the Agents,
be required by the Securities Act in connection with the
sale of any of the Securities, any event relating to or
affecting the Company or of which the Company shall be
advised in writing by the Agents shall occur which in the
Company's opinion should be set forth in a supplement to, or
an amendment of, the Prospectus in order to make the Pro-
spectus, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, the
Company will forthwith notify the Agents promptly to suspend
offers for sale and solicitations of purchase of the
Securities, and promptly after the receipt of such notice
the Agents will suspend offers for sale and solicitations of
purchase of the Securities and cease using the Prospectus;
and if the Company shall decide so to amend or supplement
the Registration Statement or Prospectus, the Company will
so advise the Agents and will promptly prepare and file with
the Commission an amendment or supplement to the Registra-
tion Statement or the Prospectus or an appropriate filing
pursuant to Section 13 of the Exchange Act, so that the
Prospectus, as so amended or supplemented, will not contain
any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements
therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, and
will advise the Agents when it may resume offers for sale,
and solicitations of purchases, of the Securities; provided
that should such events relate solely to the activities of
the Agents, then the Agents shall assume the expense of
preparing such amendment or supplement;
(e) To furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the
Securities for offer and sale under the blue-sky laws of
such jurisdictions as the Agents may designate and will pay
all fees, expenses and legal fees (including counsel fees
not to exceed $7,500) in connection therewith, provided that
the Company shall not be required to qualify as a foreign
corporation or dealer in securities, to file any consents to
service of process under the laws of any jurisdiction, or to
meet any other requirements deemed by the Company to be
unduly burdensome;
(f) To make generally available to the Company's
security holders as soon as practicable following each
calendar quarter, commencing with the quarter beginning
after the date of this agreement and ending with the first
calendar quarter after the quarter which ends twelve
consecutive months after the end of the calendar quarter in
which the last sale of Securities effected pursuant hereto
occurs, an earning statement (which need not be audited)
covering a twelve-month period ending at the close of the
next preceding calendar quarter; which earning statement
shall satisfy the provisions of Section 11(a) of the
Securities Act;
(g) To deliver to the Agents, so long as this
agreement shall remain in effect, as promptly as possible
copies of any published reports of the Company to its
security holders, including any annual report and quarterly
reports of the Company, and any other financial reports made
generally available to its security holders;
(h) To pay all expenses, fees and taxes in connection
with (i) except as provided in Section 6(d) of this
agreement, the preparation, filing, printing and delivery of
copies of the Registration Statement and amendments thereto
and the Prospectus and amendments and supplements thereto,
including in each case all documents incorporated by
reference therein, and this agreement, (ii) the issue and
delivery of the Securities, (iii) the qualification of the
Securities under blue-sky laws as aforesaid (subject to the
limit on such fees specified in Subsection (e) of this
Section), (iv) the furnishing of the opinions of Counsel for
the Company and certificates of the Company, and (v) the
payment or reimbursement of the Agents for the reasonable
fees and expenses of Counsel for the Agents for their
continuing advice and services after the date hereof in
connection with the transactions contemplated hereby. Semi-
annually, the Agents agree to notify the Company in writing
in reasonable detail of such fees and expenses of Counsel
for the Agents; and
(i) Promptly after the execution of this agreement,
the Company will reimburse the Agents for the reasonable
fees and expenses of Counsel for the Agents and other out-
of-pocket expenses of the Agents related to the Agents'
services in connection with the implementation of the
program for the offer and sale of the Securities as
contemplated hereby not exceeding in the aggregate $50,000
(exclusive of fees and expenses referred to in Sections 6(e)
and 6(h) hereof).
7. Conditions of Agents' Obligations.
_________________________________
The obligations of the Agents to act and continue to act as
Agents hereunder shall be subject to the accuracy of the
representations and warranties made herein on the part of the
Company at the date of this agreement and any Settlement Date, to
the performance by the Company of its obligations to be performed
hereunder, and to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no
proceedings for that purpose shall be pending before, or
threatened by, the Commission; and the Agents shall have
received a certificate, dated the date of this agreement and
signed by an officer of the Company, to the effect that no
such stop order is in effect and that no proceedings for
such purpose are pending before, or to the knowledge of the
Company threatened by, the Commission.
(b) At the date of this agreement the Agents shall
have received from ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, L.L.P.,
general counsel for the Company, ▇▇▇▇ & Priest LLP, of
counsel to the Company, and Winthrop, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, Counsel for the Agents, opinions in substantially
the form and substance prescribed in Schedules I, II and III
hereto (i) with such changes therein as may be agreed upon
by the Company and the Agents, with the approval of Counsel
for the Agents, and (ii) if the Prospectus relating to the
Securities shall be supplemented or amended after the
Prospectus shall have been filed with, or transmitted for
filing to, the Commission pursuant to Rule 424 of the
General Rules and Regulations under the Securities Act (Rule
424), with any changes therein necessary to reflect such
supplementation or amendment.
(c) At the date of this agreement, the Agents shall
have received from Deloitte & Touche LLP a letter to the
effect that (i) they are independent certified public
accountants with respect to the Company, within the meaning
of the Securities Act and the applicable published rules and
regulations thereunder, (ii) in their opinion, the financial
statements audited by them and included or incorporated by
reference in the Prospectus comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act and the published rules and
regulations thereunder, (iii) on the basis of a reading of
the unaudited amounts of operating revenues and net income
included or incorporated by reference in the Prospectus and
the related financial statements from which these amounts
were derived, the latest available unaudited financial
statements of the Company, the minute books of the Company,
and inquiries of officers of the Company who have respon-
sibility for financial and accounting matters (it being
understood that the foregoing procedures do not constitute
an audit made in accordance with generally accepted auditing
standards and they would not necessarily reveal matters of
significance with respect to the comments made in such
letter, and accordingly that Deloitte & Touche LLP makes no
representation as to the sufficiency of such procedures for
the Agents' purposes), nothing has come to their attention
which caused them to believe that (A) the unaudited
financial statements incorporated by reference in the
Prospectus were not determined in accordance with generally
accepted accounting principles applied on a basis
substantially consistent with that of the corresponding
amounts in the latest available audited financial
statements, (B) the unaudited amounts of operating revenues
and net income of the Company included or incorporated by
reference in the Prospectus were not determined on a basis
substantially consistent with that of the corresponding
amounts in the audited statements of income incorporated by
reference in the Prospectus, (C) for the twelve months ended
as of the date of the latest available financial statements
of the Company, there were any decreases in operating
revenues or net income as compared with the comparable
period of the preceding year, and (D) at a specified date
not more than seven days prior to the date of such letter,
there was any change in the capital stock of the Company,
short-term bank loans, commercial paper, notes payable to
Texas Utilities Company or long-term debt of the Company or
decrease in its net assets, in each case as compared with
amounts shown in the most recent balance sheet incorporated
by reference in the Prospectus, except in all instances for
changes or decreases that the Prospectus discloses have
occurred or may occur, or which are occasioned by the decla-
ration of a regular quarterly dividend or the acquisition of
long-term debt for sinking fund purposes, or which are de-
scribed in such letter, and (iv) they have compared the
dollar amounts (or percentages or ratios derived from such
dollar amounts) and other financial information included or
incorporated by reference in the Registration Statement and
the Prospectus as reasonably requested by the Agents (in
each case to the extent that such dollar amounts,
percentages and other financial information are derived from
the general accounting records of the Company subject to the
internal controls of the Company's accounting system or are
derived indirectly from such records by analysis or
computation) with the results obtained from inquiries, a
reading of such general accounting records and other
procedures specified in such letter, and have found such
dollar amounts, percentages and other financial information
to be in agreement with such results, except as otherwise
specified in such letter.
(d) Since the most recent dates as of which
information is given in the Registration Statement or the
Prospectus there shall not have been any material adverse
change in the business, property or financial condition of
the Company and, since such dates, there shall not have been
any material transaction entered into by the Company, in
each case other than transactions in the ordinary course of
business or transactions contemplated by the Registration
Statement or Prospectus and at the date of this agreement
the Agents shall have received a certificate to such effect,
signed by an officer of the Company.
(e) On and as of each Settlement Date, the Agents
shall have received (i) from ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇,
L.L.P. their opinion confirming the matters set forth in
paragraph 5 of Schedule I hereto, and (ii) a certificate of
an officer of the Company to the effect that the resolutions
of the Company's Board of Directors adopted at a
meeting held are still in full force and
effect and have not been altered, amended or rescinded or
certifying any amendments or alterations thereto or any
resolutions superseding such prior resolutions.
(f) All legal proceedings to be taken in connection
with the issuance and sale of the Securities shall have been
satisfactory in form and substance to Counsel for the
Agents.
In case any of the conditions specified above in this
Section 7 shall not have been fulfilled, the Agents shall have no
further obligation to proceed with any offering, sale, or any
solicitation of purchase, of the Securities.
8. Further Representations and Warranties by the
_____________________________________________
Company.
_______
The Company represents and warrants, and agrees with
the Agents, that:
(a) Each authorization by the Company to the Agents to
offer for sale, or solicit purchases of, the Securities as
provided in the Procedures shall be deemed to be an
affirmation that the representations and warranties of the
Company contained in this agreement are true and correct at
the time of such authorization, and an undertaking that such
representations and warranties will be true and correct at
the time of delivery of and payment for Securities sold
pursuant to such authorization as provided in Section 4
hereof, in each case as though made at and as of each such
time (except that such representations and warranties shall
be deemed to relate to the Registration Statement and the
Prospectus at each such time);
(b) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented, or a document
shall be filed under the Exchange Act which is incorporated
by reference in the Registration Statement or Prospectus
(except (i) supplements or amendments that set forth only
the terms of a particular issue of the Securities, (ii) sup-
plements or amendments relating solely to a change in the
interest rates or maturities of the Securities or a change
in the principal amount of Securities remaining to be sold
or similar changes and (iii) Forms 8-K that are filed solely
for the purpose of filing exhibits pursuant to Item 60l of
Regulation S-K), the Company shall furnish or cause to be
furnished forthwith to the Agents a certificate in form and
substance satisfactory to the Agents in their reasonable
judgment to the effect that the statements contained in the
certificate referred to in Section 7(d) hereof which were
last furnished to the Agents are true and correct at the
time of such amendment or supplement or filing as though
made at and as of such time (except that such statements
shall be deemed to relate to the Registration Statement and
the Prospectus at such time) or, in lieu of such a cer-
tificate, a certificate, in form and substance satisfactory
to the Agents in their reasonable judgment, of the same
general tenor as the certificate referred to in said Section
7(d) but modified to relate to the Registration Statement
and the Prospectus at the time of delivery of such
certificate;
(c) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented, or a document
shall be filed under the Exchange Act which is incorporated
by reference in the Registration Statement or Prospectus
(except (i) supplements or amendments that set forth only
the terms of a particular issue of the Securities relating
solely to the sale of the Securities other than as provided
in paragraph 7(e), (ii) supplements or amendments relating
solely to a change in the interest rates or maturities of
the Securities or a change in the principal amount of
Securities remaining to be sold or similar changes and (iii)
Forms 8-K that are filed solely for the purpose of filing
exhibits pursuant to Item 60l of Regulation S-K), the
Company shall furnish or cause to be furnished forthwith to
the Agents written opinions of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇▇, L.L.P., general counsel for the Company and ▇▇▇▇
& Priest LLP, of counsel to the Company, dated the date of
delivery thereof and in form and substance satisfactory to
Counsel for the Agents, of the same tenor as the opinion
required by paragraphs 5 and 11 of Schedule I and paragraphs
2 and 5 of Schedule II hereof but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the date of such opinions or, in lieu of
such opinions, such counsels may furnish to the Agents a
letter to the effect that the Agents may rely on such last
opinion to the same extent as though it were dated the date
of such letter authorizing reliance (except that statements
in such last opinion shall be deemed to relate to the Regis-
tration Statement and the Prospectus at the time of delivery
of such letter authorizing reliance); and
(d) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented to set forth
financial information included in or derived from the
Company's financial statements, or any document containing
financial information so included or derived shall be filed
under the Exchange Act and incorporated by reference in the
Prospectus, the Company shall cause Deloitte & Touche LLP to
furnish to the Agents a letter, dated the date of filing
such amendment or supplement or document with the Commis-
sion, in form and substance satisfactory to the Agents in
their reasonable judgment, of the same general tenor as the
letter referred to in Section 7(c) hereof but with
appropriate modifications to relate to the Registration
Statement and the Prospectus at the date of such letter and
as may be necessary to reflect changes in the financial
information included or incorporated by reference in the
Registration Statement and the Prospectus as then amended or
supplemented since the date of the last previous such letter
furnished to the Agents; provided, however, that no letter
need be furnished with respect to year-end audited financial
statements of the Company if copies of such audited
financial statements are delivered to the Agents.
(e) Notwithstanding the foregoing, it is agreed that
if, at any time and from time to time during the term of
this agreement, the Company should deliver to the Agents
notification of its decision to suspend any sale of
Securities hereunder, then during the period of any such
suspension or suspensions the Company shall be relieved of
its obligation to provide to the Agents the certificate,
opinions and letter required pursuant to Sections 8(b), 8(c)
and 8(d). However, whenever such a suspension is lifted,
the Company shall be required to deliver to the Agents,
prior to the resumption of any sale of Securities hereunder,
the most recent certificate, opinions and letter which would
have been required except for the suspension.
9. Indemnification.
_______________
(a) The Company shall indemnify, defend and hold
harmless each Agent and each person who controls any Agent
within the meaning of Section 15 of the Securities Act from
and against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Securities Act or any other
statute or common law and shall reimburse each such Agent
and controlling person for any legal or other expenses (in-
cluding, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investi-
gating any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such
losses, claims, damages, liabilities, expenses or actions
arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any
preliminary prospectus or prospectus prior to the Effective
Date, or in the Registration Statement or the Prospectus, or
the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under
which they were made not misleading; provided, however, that
the indemnity agreement contained in this Section 9 shall
not apply to any such losses, claims, damages, liabilities,
expenses or actions arising out of, or based upon, any such
untrue statement or alleged untrue statement, or any such
omission or alleged omission, if such statement or omission
was (i) made in reliance upon information furnished in
writing to the Company by any Agent, for use in connection
with the preparation of the Registration Statement or the
Prospectus or any amendment or supplement to either thereof,
(ii) made in any information contained in any Prospectus
specified to have been furnished or confirmed by The
Depository Trust Company, or (iii) arising out of, or based
upon, statements in or omissions from that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the Trustee under the Mortgage; and provided
further, that the indemnity agreement contained in this
Section 9 shall not inure to the benefit of any Agent (or of
any person controlling such Agent) on account of any such
losses, claims, damages, liabilities, expenses or actions
arising from the sale of the Securities to any person if a
copy of the Prospectus (exclusive of the Incorporated Docu-
ments) shall not have been given or sent to such person by
or on behalf of such Agent with or prior to the written
confirmation of the sale involved unless, with respect to
the delivery of any amendment or supplement to the
Prospectus, the alleged omission or alleged untrue statement
was not corrected in such amendment or supplement at the
time of such written confirmation. The indemnity agreement
of the Company contained in this Section 9 and the
representations and warranties of the Company contained in
Section 3 hereof shall remain operative and in full force
and effect regardless of any termination of this agreement
or of any investigation made by or on behalf of any Agent or
any such controlling person, and shall survive the delivery
of the Securities.
(b) Each Agent shall indemnify, defend and hold
harmless the Company, its officers and directors, and each
person who controls the Company within the meaning of
Section 15 of the Securities Act, from and against any and
all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject
under the Securities Act or any other statute or common law
and shall reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or
liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the
Prospectus, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon
information furnished in writing to the Company by or on
behalf of such Agent for use in connection with the prepa-
ration of the Registration Statement or the Prospectus or
any amendment or supplement to either thereof. Each Agent
hereby furnishes to the Company in writing expressly for use
in the Prospectus (i) the statements relating to the
solicitation of offers by the Agents on the cover page, (ii)
the statements in the first paragraph on page ____
concerning stabilization and other transactions by the
Agents, and, (iii) under "Agents," the list of agents and
statements in the ______, ______ and ______ paragraphs. The
indemnity agreement of each Agent contained in this Section
9 shall remain operative and in full force and effect re-
gardless of any termination of this agreement or of any
investigation made by or on behalf of the Company, its
directors or its officers, or any such controlling person,
and shall survive the delivery of the Securities.
(c) The Company and each Agent shall, upon the receipt
of notice of the commencement of any action against it or
any person controlling it as aforesaid, in respect of which
indemnity may be sought on account of any indemnity
agreement contained herein, promptly give written notice of
the commencement thereof to the party or parties against
whom indemnity shall be sought hereunder, but the omission
so to notify such indemnifying party or parties of any such
action shall not relieve such indemnifying party or parties
from any liability which it or they may have to the
indemnified party otherwise than on account of such
indemnity agreement. In case such notice of any such action
shall be so given, such indemnifying party shall be entitled
to participate at its own expense in the defense, or, if it
so elects, to assume (in conjunction with any other
indemnifying parties) the defense of such action, in which
event such defense shall be conducted by counsel chosen by
such indemnifying party or parties and satisfactory to the
indemnified party or parties who shall be defendant or
defendants in such action, and such defendant or defendants
shall bear the fees and expenses of any additional counsel
retained by them; but if the indemnifying party shall elect
not to assume the defense of such action, such indemnifying
party will reimburse such indemnified party or parties for
the reasonable fees and expenses of any counsel retained by
them; provided, however, if the defendants in any such
action include both the indemnified party and the indemnify-
ing party and counsel for the indemnifying party shall have
reasonably concluded that there may be a conflict of
interest involved in the representation by such counsel of
both the indemnifying party and the indemnified party, the
indemnified party or parties shall have the right to select
separate counsel, satisfactory to the indemnifying party, to
participate in the defense of such action on behalf of such
indemnified party or parties (it being understood, however,
that the indemnifying party shall not be liable for the
expenses of more than one separate counsel representing the
indemnified parties who are parties to such action).
(d) If the indemnification provided for in
subparagraph (a) or (b) above shall be unenforceable under
applicable law by an indemnified party, each indemnifying
party agrees to contribute to such indemnified party with
respect to any and all losses, claims, damages, liabilities
and expenses for which each such indemnification provided
for in subparagraph (a) or (b) above shall be unenforceable,
in such proportion as shall be appropriate to reflect the
relative fault of each indemnifying party on the one hand
and the indemnified party on the other in connection with
the statements or omissions which have resulted in such
losses, claims, damages, liabilities and expenses, as well
as any other relevant equitable considerations; provided,
however, that no indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from
any indemnifying party not guilty of such fraudulent mis-
representation. Relative fault shall be determined by
reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to
information supplied by such indemnifying party or the
indemnified party and each such party's relative intent,
knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The Company
and each Agent agree that it would not be just and equitable
if contributions pursuant to this subparagraph (d) were to
be determined by pro rata allocation (even if the Agents
were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the
equitable considerations referred to above.
10. Termination.
___________
(a) This agreement may be terminated at any time by
any party hereto upon the giving of written notice of such
termination to the other parties hereto effective at the
close of business on the date such notice is received. Any
termination of this agreement with respect to any Agent
shall not terminate the agreement with respect to any other
Agent unless the Company specifically terminates the
agreement with all Agents. In the event of any termination,
no party shall have any liability to any other party hereto,
except in respect of Section 1(e), Section 5(b), Section
6(d), (e), (h) and (i) and Section 9 hereof and except that,
if at the time of any such termination the Agents shall have
previously confirmed sales of Securities for which delivery
and payment has not yet been made, the Company shall remain
obligated in respect of such sales as provided in Section 4
hereof and shall continue to have the obligations provided
in Section 8 hereof until delivery of and payment for all
Securities so sold have been completed.
(b) A Terms Agreement (as defined in Section 11
hereof) may be terminated by an Agent which is a party
thereto by delivering written notice thereof to the Company
if (A) after the date of such Terms Agreement and at or
prior to the Settlement Date there shall have occurred and
be continuing any general suspension of trading in
securities on the New York Stock Exchange or there shall
have been established by the New York Stock Exchange or by
the Securities and Exchange Commission or by any federal or
state agency or by the decision of any court, any general
limitation on prices for such trading or any general
restrictions on the distribution of securities, or a general
banking moratorium declared by the State of New York or
federal authorities, or (B) there shall have occurred any
new material (i) outbreak of hostilities, or (ii) other
national or international calamity or crisis, including, but
not limited to, an escalation of hostilities which existed
prior to the date of such Terms Agreement, and the effect of
any such event specified in clause (A) or (B) above on the
financial markets of the United States shall be such as to
make it impracticable in the reasonable judgment of such
Agent to complete the sale of the Securities or (C) in the
reasonable judgment of such Agent, the subject matter of any
amendment or supplement to the Registration Statement or the
Prospectus (other than an amendment or supplement relating
solely to such Agent's activity as Purchaser under the Terms
Agreement) prepared and issued by the Company after the
effectiveness of such Terms Agreement shall have materially
impaired the marketability of the Securities. Any
termination of such Terms Agreement shall be without
liability of any party to any other party except as other-
wise provided in Sections 6(d), (e) and the first sentence
of (h) and in Section 9 of this agreement.
11. Purchases as Principal.
______________________
(a) From time to time any Agent may agree with the
Company to purchase Securities from the Company as
principal, at negotiated discounts, in which case such
purchase shall be made in accordance with the terms of a
separate agreement, which may be (i) an oral agreement, to
be entered into between such Agent and the Company,
confirmed, in writing, by such Agent to the Company, or (ii)
a written agreement, to be entered into between such Agent
and the Company, substantially in the form attached hereto
as Exhibit C (each such oral and written purchase agreement
herein referred to as a Terms Agreement). A Terms Agree-
ment, to the extent set forth therein, may incorporate by
reference specified provisions of this agreement.
(b) An Agent's commitment to purchase Securities
pursuant to a Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the
terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Securities to be
purchased by such Agent pursuant thereto, the maturity date
of such Securities, the price to be paid to the Company for
such Securities, the interest rate and interest rate
formula, if any, applicable to such Securities and any other
terms of such Securities. Each such Terms Agreement may
also specify any requirements for officers' certificates,
opinions of counsel and letters from the independent public
accountants of the Company pursuant to Section 7 hereof. A
Terms Agreement may also specify certain provisions relating
to the reoffering of such Securities by such Agent.
(c) Each Terms Agreement shall specify the time and
place of delivery of and payment for such Securities.
Unless otherwise specified in a Terms Agreement, the
procedural details relating to the issue and delivery of
Securities purchased by an Agent as principal and the
payment therefor shall be as set forth in the Administrative
Procedures (Each date of delivery of payment for
Securities to be purchased by an Agent pursuant to a Terms
Agreement is a Settlement Date).
(d) Unless otherwise specified in a Terms Agreement,
if any Agent is purchasing Securities as principal, such
Agent may resell such Securities to other dealers. Any such
sales may be at a discount, which shall not exceed the
amount set forth in the Prospectus Supplement relating to
such Securities.
12. Miscellaneous.
_____________
THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Any suit, action
or proceeding brought by the Company or any Agent in connection
with, or arising under, this agreement shall be brought only in
the state or federal court of appropriate jurisdiction located
either in the Borough of Manhattan, the City of New York or in
any state or federal court of appropriate jurisdiction located in
the City of Dallas or the Northern District of Texas. This
agreement shall inure to the benefit of the Company, the Agents
and, with respect to the provisions of Section 9 hereof, each
director, officer and controlling person referred to in said
Section 9, and their respective successors. Nothing herein is
intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim
under or in respect of any provision in this agreement. The term
"successor" as used herein shall not include any purchaser, as
such purchaser, of any of the Securities from the Agents.
13. Notices.
_______
Except as otherwise specifically provided herein or in the
Procedures, all communications hereunder shall be in writing, or
by Telex or facsimile, or by telephone or telegram if
subsequently confirmed in writing, and, if to the Agents, shall
be mailed or delivered to: if to
, Attention: , and if to
, Attention:
, and, if to the Company, shall be mailed or delivered to it
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention, Treasurer.
14. Counterparts.
____________
This agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same
agreement.
If the foregoing is in accordance with your
understanding of our agreement, please indicate your acceptance
thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
TEXAS UTILITIES ELECTRIC COMPANY
By
____________________________
Accepted and delivered as of
the date first above written
By
_________________________________
By:
________________________________
SCHEDULE I
[Letterhead of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, L.L.P.]
[Date]
[Name and Addresses of Agents]
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
Texas Utilities Electric Company (Company) of up to $
aggregate principal amount of its Secured Medium-Term Notes,
Series (the Notes), pursuant to a Distribution Agreement
dated between each of you and the Company
(Agreement), we advise you that we, as General Counsel for the
Company, have participated in the preparation of (a) the
Company's Mortgage and Deed of Trust, dated as of December 1,
1983, to Irving Trust Company (now The Bank of New York), Trustee
(Trustee), as supplemented by all indentures supplemental
thereto, the latest of which is the Supplemental
Indenture, dated as of , (the Mortgage and Deed of
Trust as so supplemented being hereinafter called the Mortgage),
under which the Notes are proposed to be issued; and (b) the
Registration Statement and the Prospectus (such terms having the
same meaning herein as in the Agreement) filed by the Company
under the Securities Act of 1933, as amended (Securities Act).
We have not examined the Notes, except for specimens thereof.
Upon the basis of our familiarity with these
transactions and with the Company's properties and affairs
generally, we are of the opinion that:
1. The Company is a validly organized and existing
corporation under the laws of the State of Texas.
2. The Company is a public utility corporation duly
authorized by its Articles of Incorporation to conduct the
business that it is now conducting, is subject, as to rates
and services, to the jurisdiction of certain authorities, as
set forth in the Prospectus, and holds valid and subsisting
franchises, licenses and permits authorizing it to carry on
the utility business in which it is engaged.
3. The Company has good and sufficient title to all
the properties presently owned by the Company which are
described in the Mortgage as owned by it and as subject to
the lien thereof, subject only to excepted encumbrances as
defined in the Mortgage, and to minor defects and encum-
brances customarily found in properties of like size and
character, which do not materially impair the use of such
properties by the Company; the descriptions in the Mortgage
of such properties are adequate to constitute the Mortgage
and a lien on the properties so described; the Mortgage
constitutes a valid direct mortgage lien, subject only to
the exceptions enumerated above, on such properties, which
include substantially all the permanent physical properties
and franchises of the Company (other than those expressly
excepted); all permanent physical properties and franchises
acquired by the Company after the date of the Supple-
mental Indenture (other than those expressly excepted) will,
upon such acquisition, become subject to the lien of the
Mortgage, subject, however, to liens if any, existing or
placed thereon at the time of the acquisition thereof by the
Company, and subject to the exceptions enumerated above.
4. The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding
instrument, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws affecting
the enforcement of mortgagees' and other creditors' rights
and by general principles of equity.
5. The Notes will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and
creditors' rights and by general principles of equity, and
will be entitled to the security afforded by the Mortgage.
6. The Agreement has been duly authorized, executed
and delivered by the Company.
7. Other than as stated, referred to or incorporated
by reference in the Registration Statement and the Prospectus,
there are no material pending legal proceedings to which the
Company is a party or of which property of the Company is the
subject which depart from the ordinary routine litigation
incident to the kind of business conducted by the Company,
and to our best knowledge no such proceedings are contemplated.
8. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
9. The portions of the information contained in the
Prospectus which are stated therein to have been made on our
authority have been reviewed by us and, as to matters of law
and legal conclusions, are correct.
10. The Registration Statement, as of the Effective Date
(as defined in the Agreement), and the Prospectus, at the
time it was filed with (or transmitted for filing to) the
Securities and Exchange Commission (Commission) pursuant to
Rule 424 (as defined in the Agreement), (except as to the
financial statements and other financial and statistical
data contained or incorporated by reference therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass),
complied as to form in all material respects with the
applicable requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (Trust Indenture Act), and
the applicable instructions, rules and regulations thereunder;
and the documents or portions thereof filed with the
Commission pursuant to the Securities Exchange Act of 1934,
as amended (Exchange Act), and incorporated by reference in
the Registration Statement and the Prospectus pursuant to
Item 12 of Form S-3 (except as to the financial statements
and other financial and statistical data contained or
incorporated by reference therein and except for those parts
of the Registration Statement that constitute the Forms T-1,
upon which we do not pass), at the time they were filed with
the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder. In passing upon the form of the Registration
Statement and the form of the Prospectus, we necessarily
assume the correctness and completeness of the statements
made to us or included in the Registration Statement and the
Prospectus by the Company and take no responsibility
therefor, except insofar as such statements relate to us and
as set forth in paragraphs 8 and 9 above. Nothing has come
to our attention that would lead us to believe that on the
Effective Date the Registration Statement included an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, on
the date hereof, included or includes an untrue statement of
a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; the Registration Statement has become and is
effective under the Securities Act; and to our best
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8 of the
Securities Act. We do not express any opinion or belief as
to the financial statements or other financial or
statistical data contained or incorporated by reference in
the Registration Statement or the Prospectus or as to those
parts of the Registration Statement that constitute the
Forms T-1.
11. The Mortgage is duly qualified under the Trust
Indenture Act.
12. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Notes under the Agreement.
Very truly yours,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇▇▇, L.L.P.
By___________________________
A Partner
SCHEDULE II
[Letterhead of ▇▇▇▇ & Priest LLP]
[Date]
[Name and Addresses of Agents]
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
Texas Utilities Electric Company (Company) of up to
aggregate principal amount of its Secured Medium-Term Notes,
Series (the Notes), pursuant to a Distribution Agreement
dated between each of you and the Company (Agree-
ment), we advise you that we, as counsel for the Company, have
participated in the preparation of (a) the Company's Mortgage and
Deed of Trust, dated as of December 1, 1983, to Irving Trust Com-
pany (now The Bank of New York), Trustee (Trustee), as
supplemented by all indentures supplemental thereto, the latest
of which is the Supplemental Indenture, dated as of
(the Mortgage and Deed of Trust as so supplemented being
hereinafter called the Mortgage), under which the Notes are
proposed to be issued; and (b) the Registration Statement and
Prospectus (such terms having the same meaning herein as in the
Agreement) filed by the Company under the Securities Act of 1933,
as amended (Securities Act). We have not examined the Notes,
except specimens thereof.
Upon the basis of our familiarity with these trans-
actions and with the affairs and properties of the Company
generally, we are of the opinion that:
1. The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding
instrument, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws affecting
the enforcement of mortgagees' and other creditors' rights
and by general principles of equity.
2. The Notes will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and
other creditors' rights and by general principles of equity,
and be entitled to the benefit of the security afforded by
the Mortgage.
3. The Agreement has been duly authorized, executed
and delivered by the Company.
4. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
5. The Registration Statement, as of the Effective Date
(as defined in the Agreement), and the Prospectus, at the
time it was filed with (or transmitted for filing to) the
Securities and Exchange Commission (Commission) pursuant to
Rule 424 (as defined in the Agreement), (except as to the
financial statements and other financial and statistical
data contained or incorporated by reference therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass),
complied as to form in all material respects with the
applicable requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (Trust Indenture Act); and
the documents or portions thereof filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended
(Exchange Act), and incorporated by reference in the
Registration Statement and the Prospectus pursuant to Item
12 of Form S-3 (except as to the financial statements and
other financial and statistical data contained or
incorporated by reference therein and except for those parts
of the Registration Statement that constitute the Forms T-1,
upon which we do not pass), at the time they were filed with
the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder or pursuant to said instructions, rules and
regulations were deemed to comply therewith; the
Registration Statement has become and is effective under the
Securities Act; and to our best knowledge, no proceedings
for a stop order with respect thereto are pending or
threatened under Section 8 of the Securities Act.
6. The Mortgage is duly qualified under the Trust
Indenture Act.
7. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the provisions of the blue-sky laws of any
jurisdiction) is legally required for the authorization of
the issue and sale by the Company of the Notes under the
Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus we necessarily assume the correctness and
completeness of the statements made by the Company and the
information included in the Registration Statement and the
Prospectus and take no responsibility therefor, except insofar as
such statements relate to us and as set forth in paragraph 4
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus we have had discussions
with certain of its officers and representatives, with other
counsel for the Company and with Deloitte & Touche LLP, the inde-
pendent certified public accountants who audited certain of the
financial statements included in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that on the Effective Date the Regis-
tration Statement contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, on the date hereof, contains
an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. We do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to those parts of
the Registration Statement that constitute the Forms T-1.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas, but
we have made a study of such laws. As to all matters of Texas
law (including incorporation of the Company, titles to
properties, franchises, licenses and permits, upon which we do
not pass), we have, with your consent, relied upon an opinion of
even date herewith addressed to you by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Wool-
dridge, L.L.P., Dallas, Texas, General Counsel for the Company.
We believe that you and we are justified in relying on such
opinion.
Very truly yours,
▇▇▇▇ & PRIEST LLP
SCHEDULE III
[Letterhead of Winthrop, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇]
[Date]
[Name and Addresses of Agents]
Ladies and Gentlemen:
We have acted as counsel for you in connection with the
execution and delivery of the Distribution Agreement dated
(the "Agreement") between each of you and Texas
Utilities Electric Company (the "Company"), relating to the
proposed issuance and sale by the Company of up to
$ aggregate principal amount of its Secured Medium-
Term Notes, Series (the "Notes"), which Notes are proposed
to be issued under the Company's Mortgage and Deed of Trust,
dated as of December 1, 1983, to Irving Trust Company (now The
Bank of New York), Trustee, supplemented by all indentures
supplemental thereto, including the Supple-
mental Indenture, dated as of (the Mortgage and Deed
of Trust as so supplemented being hereinafter called the
"Mortgage").
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas. We
have, with your consent, relied upon an opinion of even date
herewith addressed to you by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇,
L.L.P., of Dallas, Texas, General Counsel for the Company, as to
the matters covered in such opinion relating to Texas law. We
have reviewed such opinion and believe that it is satisfactory
and that you and we are justified in relying thereon. We have
also reviewed the opinion of ▇▇▇▇ & Priest LLP required by para-
graph (b) of Section 7 of the Agreement, and we believe such
opinion to be satisfactory.
We have, in addition, examined the documents described in
the list of closing papers as having been delivered to you on the
date hereof and such other documents and satisfied ourselves as
to such other matters as we have deemed necessary in order to
enable us to express the opinions set forth below. We have not
examined the Notes, except specimens thereof. As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and upon statements in the
Registration Statement hereinafter mentioned. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us and the
genuineness and conformity to original documents of documents
submitted to us as certified or photostatic copies. The words
"Registration Statement," "Prospectus" and "Effective Date" as
used herein have the same meanings as the same words in the
Agreement.
We are of the opinion that:
1. The Mortgage has been duly and validly authorized by
all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding instrument
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement
of mortgagees' and other creditors' rights and by general
principles of equity.
2. The Notes will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and other
creditors' rights and by general principles of equity, and be
entitled to the benefit of the security afforded by the
Mortgage.
3. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of the
Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
4. The Agreement has been duly authorized, executed and
delivered by the Company.
5. The Registration Statement, as of the Effective Date,
and the Prospectus, at the time it was filed with (or
transmitted for filing to) the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424 (as defined
in the Agreement), (except as to the financial statements and
the financial and statistical data contained therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass), complied
as to form in all material respects with the applicable
requirements of the Securities Act of 1933, as amended (the
"Securities Act") statements and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); and the
documents or portions thereof filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated by reference in the Registration
Statement and by Prospectus pursuant to Item 12 of Form S-3
(except as to the financial statements and other financial and
statistical data contained or incorporated by reference
therein and except for those parts of the Registration
Statement that constitute the Forms T-1, upon which we do not
pass), at the time they were filed with the Commission,
complied as to form in all material respects with the
requirements of the Exchange Act and the applicable instruc-
tions, rules and regulations of the Commission thereunder or
pursuant to said instructions, rules and regulations were
deemed to comply therewith; the Registration Statement has
become and is effective under the Act and, to the best of our
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8 of the Act.
6. The Mortgage has been duly qualified under the Trust
Indenture Act.
7. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Notes under the Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness and
completeness of the statements made by the Company and the
information included in the Registration Statement and the
Prospectus, and take no responsibility therefor, except insofar
as such statements relate to us and as set forth in paragraph 3
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus we have had discussions
with certain of its officers and representatives, with counsel
for the Company and with Deloitte & Touche LLP, the independent
certified public accountants who examined certain of the ▇▇▇▇▇-
cial statements incorporated in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that on the Effective Date the
Registration Statement contained an untrue statement of a mate-
rial fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus, on the date hereof, contains
an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. We do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to those parts of
the Registration Statement that constitute the Forms T-1.
Very truly yours,
Winthrop, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇
EXHIBIT A
TEXAS UTILITIES ELECTRIC COMPANY
Secured Medium-Term Notes, Series ___
Administrative Procedures
Secured Medium-Term Notes, Series ___, due from nine
months to thirty years from date of issue, each bearing interest
at a fixed rate (Securities), are to be offered on a continuing
basis by Texas Utilities Electric Company (Company). The
aggregate principal amount of Securities to be issued may not
exceed $ ____________.
___________________________________, as agents (each an
"Agent" and collectively the "Agents"), have agreed to use their
reasonable best efforts to solicit offers to purchase the
Securities. The Securities are being sold pursuant to a
Distribution Agreement between the Company and the Agents dated
___________________ (Distribution Agreement) to which these
administrative procedures are attached as an exhibit. The
Securities will be issued under the Company's Mortgage and Deed
of Trust, dated as of December 1, 1983, to Irving Trust Company
(now The Bank of New York), Trustee (Trustee), as heretofore
supplemented and as it is to be further supplemented by a
_____ Supplemental Indenture to be dated as of _______________
(Mortgage). The Bank of New York will act as the paying agent
(Paying Agent) for the payment of principal of and premium, if
any, and interest on the Securities and will perform, as the
Paying Agent, unless otherwise specified by the Company or agreed
to by the parties, the other duties specified herein. Terms
defined in the Distribution Agreement shall have the same meaning
when used in this exhibit.
Each tranche of the Securities will be represented by a
Global Security (as defined below) delivered to The Bank of New
York, as agent for The Depository Trust Company (DTC) and
recorded in the book-entry system maintained by DTC. An owner of
a Security will not be entitled to receive a certificate
representing such a Security except under the limited
circumstances described in the Prospectus. In the event and at
such time that an owner of a Security shall be entitled to
receive a certificate representing such a Security (such security
thereafter, a Certificated Security), appropriate administrative
procedures shall be determined by the Company and the Trustee.
Administrative procedures and specific terms of the
offering are explained below. Securities will be issued in
accordance with the administrative procedures set forth below.
Administrative responsibilities and record-keeping functions not
performed by the Trustee, the Paying Agent or DTC will be
performed by the Company's Treasurer or its Assistant Treasurer.
ADMINISTRATIVE PROCEDURES FOR SECURITIES
In connection with the qualification of the Securities
for eligibility in the book-entry system maintained by DTC, The
Bank of New York will perform the custodial, document control and
administrative functions described below, in accordance with its
respective obligations under a Letter of Representations from the
Company and The Bank of New York to DTC, dated as of ____________
and a Medium-Term Note Certificate Agreement between The Bank of
New York and DTC, dated as of August 17 1989, as amended to the
date hereof (Medium-Term Note Certificate Agreement), and its
obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement System (SDFS).
Issuance
--------
On the date of Settlement (as defined under
"Settlement" below) for each tranche of Securities, the Company
will issue one or more global securities in fully registered form
without coupons (Global Security) representing each such tranche
that has the same Issue Price, Issue Date, Maturity Date, Inter-
est Rate, Interest Payment Dates and terms of redemption, if any
(in each case, and for all purposes of these administrative pro-
cedures, as defined in the Prospectus (collectively the "Terms").
Each Global Security will be dated and issued as of the date of
its authentication by the Trustee. No Global Security will
represent any securities in certificated form.
Denominations of Global Securities
----------------------------------
Global Securities with respect to each tranche will be
denominated in principal amounts not in excess of $200,000,000.
If a tranche of Securities having an aggregate principal amount
in excess of $200,000,000 would, but for the preceding sentence,
be represented by a single Global Security, then one Global
Security will be issued to represent each $200,000,000 principal
amount of such Security or Securities and an additional Global
Security will be issued to represent any remaining principal
amount of such Security or Securities. In such a case, each of
the Global Securities representing such Security or Securities
shall be assigned the same CUSIP number.
Identification Numbers
----------------------
The Company has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the CUSIP Service Bureau) for
the reservation of one series of CUSIP numbers (including tranche
numbers), which series consists of approximately 900 CUSIP
numbers and relates to Global Securities representing the
Securities. The Company has obtained from the CUSIP Service
Bureau a written list of such series of reserved CUSIP numbers
and has delivered to The Bank of New York and to DTC such written
list. The Company will assign CUSIP numbers to Global Securities
as described below under Settlement Procedure B. DTC will notify
the CUSIP Service Bureau periodically of the CUSIP numbers that
the Company has assigned to Global Securities. At any time when
fewer than 100 of the reserved CUSIP numbers of the series remain
unassigned to Global Securities, the Company, if it deems
necessary, will reserve additional CUSIP numbers for assignment
to Global Securities representing the Securities. Upon obtaining
such additional CUSIP numbers, the Company shall deliver a list
of such additional CUSIP numbers to The Bank of New York and DTC.
Registration
------------
Each Global Security will be registered in the name of
Cede & Co., as nominee for DTC, on the bond register maintained
under the Mortgage. The beneficial owner of a Security (or one
or more indirect participants in DTC designated by such
beneficial owner) will designate one or more participants in DTC
(with respect to such Security, the "Participants") to act as
agent or agents for such beneficial owner in connection with the
book-entry system maintained by DTC, and DTC will record
in book-entry form, in accordance with instructions provided by
such Participants, a credit balance with respect to such
beneficial owner in such Security in the account of such
Participants. The ownership interest of such beneficial owner in
such Security will be recorded through the records of such
Participants or through the separate records of such Participants
and one or more indirect participants in DTC.
Transfers
---------
Transfers of a Security will be accomplished by book
entries made by DTC and, in turn, by Participants (and in certain
cases, one or more indirect participants in DTC) acting on behalf
of beneficial transferees and transferors of such Security.
Consolidations
--------------
The Bank of New York may deliver to DTC and the CUSIP
Service Bureau at any time a written notice of consolidation
specifying (i) the CUSIP numbers of two or more outstanding
Global Securities that represent Securities having the same Terms
and for which interest has been paid to the same date, (ii) a
date, occurring at least thirty days after such written notice is
delivered and at least thirty days before the next Interest
Payment Date for such Securities, on which such Global Securities
shall be exchanged for a single replacement Global Security and
(iii) a new CUSIP number to be assigned to such replacement
Global Security. Upon receipt of such a notice, DTC will send to
its Participants (including The Bank of New York) a written
reorganization notice to the effect that such exchange will occur
on such date. Prior to the specified exchange date, The Bank of
New York will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new CUSIP number
and stating that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be valid.
On the specified exchange date, the Trustee will exchange such
Global Securities for a single Global Security bearing the new
CUSIP number, and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned. Notwith-
standing the foregoing, if the Global Securities to be exchanged
exceed $200,000,000 in aggregate principal amount, one Global
Security will be authenticated and issued to represent each
$200,000,000 of principal amount of the exchanged Global Security
and an additional Global Security will be authenticated and
issued to represent any remaining principal amount of such Global
Securities (see "Denominations" below).
Interest
--------
Interest on each Security will accrue from and include
the original Issue Date of, or the last date to which interest
has been paid on, the Global Security representing such Security.
Each payment of interest on a Security will include interest
accrued through the day preceding, as the case may be, the Inter-
est Payment Date, date of redemption or Maturity Date. Interest
payable on the Maturity Date or date of redemption of a Security
will be payable to the person to whom the principal of such Security
is payable. DTC will arrange for each pending deposit message
described under Settlement Procedure C below to be transmitted to
Standard & Poor's Corporation, which will use the information in
the message to include certain terms of the related Global
Security in the appropriate bond report published by Standard &
Poor's Corporation.
Unless otherwise specified in a Pricing Supplement, the
record date for a Security for the interest payable _______ shall
be __________ and the record date for the interest payable
________ shall be ________________ (each such record date
hereinafter called a "Record Date").
Interest Payments
-----------------
Interest on Securities will be payable on __________
and __________ (each an "Interest Payment Date") and on the
Maturity Date or date of redemption, if any.
Interest payments will be made on each Interest Payment
Date commencing with the first Interest Payment Date following
the Issue Date; provided, however, that the first payment of
interest on any Global Security originally issued between a
Record Date and an Interest Payment Date will occur on the second
Interest Payment Date following the Issue Date. If an Interest
Payment Date falls on any day other than a Business Day (as
defined below), then interest shall be paid on the next
succeeding Business Day and such extended time shall not be
included in the computation of interest. Any day other than a
Saturday or Sunday and other than a day on which banking
institutions are authorized or required by law or regulation to
close in the City of New York shall be a "Business Day".
Promptly after each Record Date, the Paying Agent will
furnish the Company and DTC a written notice specifying by CUSIP
number the amount of interest to be paid on each Global Security
on the following Interest Payment Date (other than an Interest
Payment Date coinciding with the Maturity Date) and the total of
such amounts. DTC will confirm the amount payable on each Global
Security on such Interest Payment Date by reference to the
appropriate bond reports published by Standard & Poor's
Corporation. The Company will confirm the total amount of
interest payments to be made on such Interest Payment Date and
will pay to the Paying Agent the total amount of interest due on
such Interest Payment Date (other than on the Maturity Date),
such that the Paying Agent can pay such amount to DTC at the
times and in the manner set forth under "Manner of Payment"
below. The Participant, indirect participant in DTC or other
person responsible for forwarding payments and materials directly
to the beneficial owner of such Security, will assume
responsibility for withholding taxes on interest paid as required
by law.
Maturity
--------
On or about the first Business Day of each month, the
Paying Agent will deliver to the Company and DTC a written list
of principal, interest and premium, if any, to be paid on each
Global Security maturing on the Maturity Date in the next
succeeding month. The Company and DTC will confirm with the
Paying Agent the amounts of such principal, interest and premium,
if any, payments with respect to each such Global Security on or
about the fifth Business Day preceding the Maturity Date of such
Global Security. The Company will pay to the Paying Agent the
principal amount of such Global Security, together with interest
and premium, if any, due on such Maturity Date such that the
Paying Agent can pay such amounts to DTC at the times and in the
manner set forth below under Manner of Payment. Promptly after
payment to DTC of the principal, interest and premium, if any,
due at the Maturity Date of such Global Security, the Paying
Agent will cancel such Global Security in accordance with the
terms of the Mortgage.
Manner of Payment
-----------------
The total amount of any principal, interest and
premium, if any, due on Global Securities (which such principal,
interest and premium, if any, may be paid by the Company to the
Paying Agent on or before any Interest Payment Date) on any
Interest Payment Date or on the Maturity Date or the date of re-
demption, if any, shall be paid by the Company to the Paying
Agent in immediately available funds. Prior to 11 AM (New York
City time) on each Maturity Date or date of redemption, if any,
or as soon as possible thereafter, the Paying Agent will pay by
separate wire transfer (using Fedwire message entry instructions
in a form previously agreed to with DTC) to an account at the
Federal Reserve Bank of New York previously agreed to with DTC,
in funds available for immediate use by DTC, each payment of
principal (together with, premium, if any, and interest thereon)
due on Global Securities on any Maturity Date or date of
redemption, if any. On each Interest Payment Date, interest
payments shall be made to DTC in same day funds in accordance
with existing arrangements between The Bank of New York and DTC.
Thereafter, on each such date, DTC will pay, in accordance with
its SDFS operating procedures then in effect, such amounts in
funds available for immediate use to the respective Participants
in whose names the Securities represented by such Global Securi-
ties are recorded in the book-entry system maintained by DTC.
Neither the Company nor the Paying Agent shall have any direct
responsibility or liability for the payment by DTC to such
Participants of the principal of, interest on and premium, if
any, on the Securities.
Settlement Procedures
---------------------
In the event of a purchase of Securities by an Agent,
as principal, appropriate settlement details will be set forth in
the applicable Terms Agreement to be entered into between such
Agent and the Company pursuant to the Distribution Agreement.
Settlement procedures with regard to each Security sold
through each Agent shall be as follows:
▇. ▇▇▇▇ Agent will advise the Company by telephone
(confirmed in writing with the signature of the
appropriate Agent, which may include telex or fac-
simile) or by telex or facsimile, of the following
sale information (Sale Information):
1. Exact name in which the Security is to be
registered (Registered Owner).
2. Exact address of the Registered Owner and
address for payment.
3. Taxpayer identification number of the
Registered Owner.
4. Principal amount of the Security.
5. Issue price of the Security.
6. Issue date of the Security.
7. Settlement date.
8. Maturity date.
9. Interest rate (annualized).
10. Redemption dates, if any, including any
initial redemption date, par date and lim-
itation date.
11. Redemption premium, if any, including any
initial percentage and reduction percentage.
12. Agent's commission (to be paid in the form of
a discount from the proceeds remitted to the
Company upon Settlement) and Agent's
certification that the purchasers of the
Security have been solicited solely by such
Agent.
13. Net proceeds to the Company.
14. Cost of funds to the Company.
B. The Company will assign a CUSIP number to the
Global Security representing such Security and the
Company will advise The Bank of New York by
telephone or facsimile of such CUSIP number and
the information set forth in Settlement Procedure
A above.
C. The Company will cause to be delivered to the
Trustee, by facsimile, a copy of the written
request for the authentication and delivery of
such Global Security, the CUSIP number and the
name of such Agent, and promptly thereafter will
deliver to the Trustee the executed original of
such written request. The Bank of New York will
also notify the Agent of such CUSIP number by
telephone as soon as practicable. Each such
written request by the Company shall constitute a
representation and warranty by the Company to The
Bank of New York and each Agent that (i) the
Global Security representing such Security is
then, and at the time of issuance and sale thereof
will be, duly authorized for issuance and sale by
the Company, (ii) the Global Security representing
such Security will conform with the terms of the
Mortgage pursuant to which such Security and
Global Security are issued and (iii) upon
authentication and delivery of such Global
Security, the aggregate principal amount of all
Securities initially offered and issued under the
Mortgage will not exceed $ (except for
Global Securities or Securities represented by and
authenticated and delivered in exchange for or in
lieu of Securities in accordance with the
Mortgage).
D. The Trustee will send by facsimile a copy of the
unauthenticated Security to the Company for
verification. The Company will verify that the
Security has been completed appropriately.
E. The Bank of New York will enter a pending deposit
message through DTC's Participant Terminal System,
providing the following settlement information to
DTC, and such information will be routed to
Standard & Poor's Corporation through DTC:
1. The information set forth in Settlement
Procedure A.
2. Initial Interest Payment Date for such
Security, number of days by which such date
succeeds the related Record Date and amount
of interest payable on such Interest Payment
Date.
3. CUSIP number of the Global Security
representing such Security.
4. Whether such Global Security will represent
any other Security (to the extent known at
such time).
5. Interest Payment Period.
F. The Trustee will complete and authenticate the
Global Security representing such Security, the
form of which was previously approved by the
Company, the Agents and the Trustee.
G. DTC will credit such Security to The Bank of New
York's participant account at DTC.
H. The Bank of New York will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC to (i) debit such Security to The
Bank of New York's participant account and credit
such Security to such Agent's participant account
and (ii) debit such Agent's settlement account and
credit The Bank of New York's settlement account
for an amount equal to the price of such Security
less such Agent's commission. The entry of such a
deliver order shall constitute a representation
and warranty by The Bank of New York to DTC that
(a) the Global Security representing such Security
has been issued and authenticated and (b) The Bank
of New York is holding such Global Security
pursuant to the Medium-Term Note Certificate
Agreement.
I. Such Agent will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC (i) to debit such Security to such
Agent's participant account and credit such
Security to the participant accounts of the
Participants with respect to such Security and
(ii) to debit the settlement accounts of such
Participants and credit the settlement account of
such Agent for an amount equal to the price of
such Security.
J. The Bank of New York will transfer to a bank
account designated by the Company, in immediately
available funds, the amount transferred to The
Bank of New York in accordance with Settlement
Procedure H.
K. Such Agent will confirm the purchase of such
Security to the purchaser either by transmitting
to the Participants with respect to such Security
a confirmation order or orders through DTC's
institutional delivery system or by mailing a
written confirmation to such purchaser. Such
Agent will deliver to the purchaser a copy of the
most recent Prospectus applicable to the Security
with or prior to any written offer of Securities
and the confirmation and payment by the purchaser
for the Security.
L. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures H and I
will be settled in accordance with SDFS operating
procedures in effect on the Settlement Date.
Settlement Procedures Timetable
-------------------------------
For offers of Securities accepted by the Company,
Settlement procedures A through L set forth above shall be com-
pleted to the extent possible at or before the respective times
set forth below:
Settlement
Procedure Time (New York)
--------- ---------------
A (1-14) 11 A.M. on the sale date
B -
C 12 Noon on the sale date
D 12 Noon on the Business Day prior to
the Settlement Date
E No later than 2 P.M. on the Business
Day prior to the Settlement Date
F 9 A.M. on the Settlement Date
G 10 A.M. on the Settlement Date
H-I 2 P.M. on the Settlement Date
▇-▇ 4:45 P.M. on the Settlement Date
If Settlement of a Security is rescheduled or canceled,
the Company will instruct The Bank of New York to deliver to DTC
a cancellation message to such effect by no later than 12 Noon on
the Business Day immediately preceding the scheduled Settlement
Date and The Bank of New York will enter such order by 2 PM
through DTC's Participation Terminal System.
Failure to Settle
-----------------
If The Bank of New York or the Agent fails to enter an
SDFS deliver order with respect to a Security pursuant to
Settlement Procedure H or I, The Bank of New York may deliver to
DTC, through DTC's Participant Terminal System, as soon as
practicable, a withdrawal message instructing DTC to debit such
Security to The Bank of New York's participant account, provided
that The Bank of New York's participant account contains a
principal amount of the Global Security representing such
Security that is at least equal to the principal amount to be
debited. If a withdrawal message is processed with respect to
all the Securities represented by a Global Security, The Bank of
New York will mark such Global Security canceled, make appro-
priate entries in The Bank of New York's records and send such
canceled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed with respect to
one or more, but not all, of the Securities represented by a
Global Security, The Bank of New York will exchange such Global
Security for another Global Security, which shall represent the
Securities previously represented by the surrendered Global
Security with respect to which a withdrawal message has not been
processed and shall bear the CUSIP number of the surrendered
Global Security.
If the purchase price for any Security is not timely
paid to the Participants with respect to such Security by the
beneficial purchaser thereof (or a person, including an indirect
participant in DTC, acting on behalf of such purchaser), such
Participants and, in turn, the Agent for such Security may enter
SDFS deliver orders through DTC's Participant Terminal System
reversing the orders entered pursuant to Settlement Procedures I
and H, respectively. The Agent will notify the Treasurer or
Assistant Treasurer of the Company by telephone, confirmed in
writing, of such failure. Thereafter, The Bank of New York will
deliver the withdrawal message and take the related actions
described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Security, DTC may take any actions in
accordance with its SDFS operating procedures then in effect. In
the event of a failure to settle with respect to one or more, but
not all, of the Securities to have been represented by a Global
Security, the Trustee will provide, in accordance with Settlement
Procedure F, for the authentication and issuance of a Global
Security representing the other Securities to have been
represented by such Global Security and will make appropriate
entries in its records.
Price to Public
---------------
Each Security will be issued at 100% of principal
amount, unless otherwise determined by the Company and specified
in a supplement to the Prospectus Supplement (Pricing
Supplement).
Date of Issuance
----------------
Each Security will be dated and issued as of the date
of authentication by the Trustee.
Maturities
----------
Each Security will mature on a date mutually agreed
upon by the purchaser and the Company, such date being at least
nine months but not more than thirty years from the date of
issuance.
Settlement
----------
The receipt of immediately available funds by the
Company in payment for a Security (less the applicable com-
mission) and the authentication and issuance of such Security
shall, with respect to such Security, constitute "Settlement."
All offers accepted by the Company will be settled within three
Business Days from the date of acceptance by the Company pursuant
to the timetable for Settlement set forth above, unless the
Company and the purchaser agree to Settlement on a later day;
provided, however, that the Company will so notify the Trustee of
any such later date at the time the Company transmits its written
request for the authentication of the Securities.
Denominations
-------------
The Securities will be initially issued in denom-
inations of $100,000 and any larger denomination which is an
integral multiple of $1,000.
Procedure for Rate Changes
--------------------------
The Company and the Agents will discuss from time to
time the rates of interest per annum to be borne by, the
maturity, and other terms of, the Securities that may be sold as
a result of the solicitation of offers to purchase by the Agents.
When a decision has been reached to change interest
rates on or other variable terms with respect to any Securities
being sold by the Company, the Company will promptly advise the
Agents and the Agents will forthwith suspend solicitation of
offers to purchase such Securities. The Agents will telephone
the Company with recommendations as to the changed interest rates
or other variable terms. At such time as the Company has advised
each of the Agents of the new interest rates on or other variable
terms with respect to the Securities, the Agents may resume
solicitation of offers to purchase such Securities. Until such
time only indications of interest may be recorded.
Acceptance and Rejection of Offers; Authorized Persons
------------------------------------------------------
Verbal instructions regarding sales of Securities will
be given for the Company by _________________, or such other
persons as may be designated from time to time. Verbal
instructions to ___________________ will be accepted by
_________________, ______________ (telephone), _________________
(facsimile), or such other persons as may be designated from time
to time. Verbal instructions to _________________ will be
accepted by _____________________, ____________ (telephone),
_____________ (facsimile) or such other persons as may be
designated from time to time.
The Company shall have the sole right to accept offers
to purchase Securities from the Company and may reject any such
offer in whole or in part. Each Agent shall promptly communicate
to the Company, orally or in writing, each reasonable offer to
purchase Securities from the Company received by it other than
those rejected by such Agent. Each Agent shall have the right,
in its discretion reasonably exercised without advising the
Company, to reject any offers in whole or in part.
Pricing Supplement
------------------
If the Company accepts an offer to purchase a Security,
the Company will prepare a Pricing Supplement reflecting the
terms of such Security and will file the Pricing Supplement with
the Commission not later than the close of business on the second
Business Day following such acceptance of an offer to purchase
such Security and will supply at least ten copies of the Pricing
Supplement to the Agent. The Agent will cause the Prospectus and
Pricing Supplement to be delivered to the purchaser of the
Security in accordance with the procedures set forth in "Delivery
of Prospectus" below.
Such Pricing Supplements should be sent, if the Agent
is _________________, to _________________; if the Agent is
_________________, to ____________________ and if the Agent is
_________________, to ____________________.
Suspension of Solicitation; Amendment or Supplement
---------------------------------------------------
If, during any period in which, in the opinion of
Counsel for the Agents, a prospectus relating to the Securities
is required to be delivered under the Securities Act, any event
occurs as a result of which the Prospectus would include an
untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or
if it is necessary at any time to amend the Prospectus to comply
with the Securities Act, the Company will notify the Agents
promptly to suspend solicitation of purchases of the Securities
and each Agent shall suspend its solicitations of purchases of
Securities; and if the Company shall decide to amend or
supplement the Registration Statement or the Prospectus, it will
promptly advise the Agents by telephone (with confirmation in
writing) and will promptly prepare and file with the Commission
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. Upon
the Agents' receipt of such amendment or supplement and advice
from the Company that solicitations may be resumed, the Agents
will resume solicitations of purchases of the Securities.
In addition, the Company may instruct the Agents by
telephone to suspend solicitation of offers to purchase at any
time. Upon receipt of such instructions the Agents will forth-
with suspend solicitation of offers to purchase from the Company
until such time as the Company has advised them that solicitation
of offers to purchase may be resumed. If the Company decides to
amend or supplement the Registration Statement or the Prospectus
relating to the Securities (other than to change interest rates,
maturity dates and/or redemption terms), it will promptly advise
the Agents and the Trustee and will furnish the Agents and the
Trustee with copies of the proposed amendment or supplement.
In the event that at the time the Agents, at the
direction of the Company, suspend solicitation of offers to pur-
chase from the Company there shall be any orders outstanding
which have been accepted but which have not been settled, the
Company will promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the Prospectus
as theretofore amended and/or supplemented as in effect at the
time of the suspension may be delivered in connection with the
settlement of such orders. The Company will have the sole
responsibility for such decision and for any arrangement which
may be made in the event that the Company determines that such
orders may not be settled or that copies of such Prospectus may
not be so delivered.
Delivery of Prospectus
----------------------
Each Agent will provide a copy of the relevant
Prospectus, appropriately amended or supplemented, which must
accompany or precede each written offer of a Security by such
Agent, each written confirmation of a sale sent to a purchaser or
his agent by such Agent and each Security delivered to a
purchaser or his agent.
Authenticity of Signatures
--------------------------
The Agents will have no obligation or liability to the
Company or the Trustee in respect of the authenticity of the
signature of any officer, employee or agent of the Company or the
Trustee on any Security.
Advertising Costs
-----------------
The Company will determine with the Agents the amount
and nature of advertising that may be appropriate in offering the
Securities. Upon authorization by the Company, advertising
expenses in connection with solicitation of offers to purchase
Securities from the Company will be paid by the Company.
EXHIBIT B
The Company agrees to pay each Agent a commission equal
to the following percentage of the aggregate principal amount of
Securities sold to purchasers solicited by such Agent or, in the
event the Securities are being sold at a discount, the issue
price thereof.
Commission Rate (as a
percentage of aggregate
principal amount of
Securities sold or the
issue price, as the
Term case may be)
---- ----------------------
9 months to less than 1 year
12 months to less than 18 months
18 months to less than 2 years
2 years to less than 3 years
3 years to less than 4 years
4 years to less than 5 years
5 years to less than 6 years
6 years to less than 7 years
7 years to less than 10 years
10 years to less than 15 years
15 years to less than 20 years
20 years to 30 years
EXHIBIT C
TERMS AGREEMENT
[Date]
Texas Utilities Electric Company
Energy Plaza
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention:
The undersigned agrees to purchase the principal amount
of the Securities described in the Distribution Agreement dated
(the Distribution Agreement) and in Schedule 1
attached hereto (capitalized terms not defined herein shall be as
defined in the Distribution Agreement).
Our obligation to purchase Securities hereunder is
subject to the accuracy of your representations and warranties
contained in the Distribution Agreement on the date hereof and on
the Settlement Date and to your performance and observance of the
covenants and agreements contained in the Distribution Agreement
except those set forth below: [ ]. Our obligation
hereunder is subject to the further condition that we shall
receive (a) the opinions required to be delivered pursuant to
Section 7(b) of the Distribution Agreement, (b) the certificate
required to be delivered pursuant to Section 7(d) of the
Distribution Agreement and (c) the letter required to be de-
livered pursuant to Section 7(c) of the Distribution Agreement,
in each case dated as of the Settlement Date.
This Agreement may be terminated by us by delivering
written notice thereof to you if (a) after the date hereof and at
or prior to the Settlement Date there shall have occurred and be
continuing any general suspension of trading in securities on the
New York Stock Exchange or there shall have been established by
the New York Stock Exchange or by the Securities and Exchange
Commission or by any federal or state agency or by the decision
of any court, any general limitation on prices for such trading
or any general restrictions on the distribution of securities, or
a general banking moratorium declared by the State of New York or
federal authorities, or (b) there shall have occurred any new
material (i) outbreak of hostilities, or (ii) other national or
international calamity or crisis, including, but not limited to,
an escalation of hostilities which existed prior to the date of
this Agreement, and the effect of any such event specified in
clause (a) or (b) above on the financial markets of the United
States shall be such as to make it impracticable in our
reasonable judgment to complete the sale of the Securities or (c)
in our reasonable judgment, the subject matter of any amendment
or supplement to the Registration Statement or the Prospectus
(other than an amendment or supplement relating solely to our
activity as Purchaser) prepared and issued by the Company after
the effectiveness of this Agreement shall have materially
impaired the marketability of the Securities. Any termination of
this Agreement shall be without liability of any party to any
other party except as otherwise provided in Sections 6(d), (e)
and the first sentence of (h) and in Section 9 of the
Distribution Agreement. [Additional terms: ]
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Insert name of Purchaser[s]]
By ___________________________
Accepted: , 19__
Texas Utilities Electric Company
By _____________________________
SCHEDULE 1 TO EXHIBIT C
Registration Statement[s]:
No.
Indenture:
Mortgage and Deed of Trust dated as of December 1,
1983, between the Company and Irving Trust Company (now
The Bank of New York), Trustee, as supplemented.
Title of Purchased Securities:
Aggregate Principal Amount:
Price to Public:
Purchase Price:
___% of the principal amount of the Purchased Securities.
Method and Specified Funds
for Payment of Purchase Price:
Date and Time of Delivery (Settlement Date):
Closing Location:
Redemption Provisions:
Maturity Date:
Interest Rate:
[ %]
Interest Payment Date[s]:
(continued)
Documents to be Delivered:
The following documents referred to in the Distribution
Agreement shall be delivered as a condition to the
obligations of the Purchaser[s] to purchase and pay for
the Purchased Securities:
[Set forth any provisions relating to underwriters'
default and step-up of amounts to be purchased by underwriters
acting with the Purchaser[s].]
Additional Terms: