Exhibit 1
TEXAS UTILITIES ELECTRIC COMPANY
Secured Medium-Term Notes, Series D
DISTRIBUTION AGREEMENT
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October 25, 1995
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇ Brothers Inc.
c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
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(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 $300,000,000 aggregate amount of
the Company's Secured Medium-Term Notes, Series D (Securities)
registered pursuant to the Registration Statement (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 herein-
after 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
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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 Fifty-fourth Supplemental Indenture (Supplemental
Indenture) to be dated as of October 1, 1995, 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
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represents and warrants to each Agent that:
(a) It has filed with the Securities and Exchange Commission
(Commission) a registration statement on Form S-3, including a
combined prospectus, on September 15, 1994 (Registration No. 33-83976)
for the registration of $500,000,000 in principal amount of the
Company's First Mortgage Bonds (Bonds) under the Securities Act of
1933, as amended (Securities Act). Such registration statement
(registration statement No. 33-83976) was declared effective by the
Commission on September 26, 1994. It has also filed with the
Commission a registration statement on Form S-3, including a
prospectus, on August 31, 1993 (Registration No. 33-68100) for the
registration of $700,000,000 in principal amount of the Bonds
(registration statement No. 33-68100), of which all but $150,000,000
have been previously issued. Post-effective Amendments No. 1 and No.
2 to registration statement No. 33-68100 were filed September 2, 1994
and September 9, 1994, respectively. Such amendments were both
declared effective on September 13, 1994. References herein to the
term "Registration Statement" as of any given date shall mean
registration statement No. 33-83976 and registration statement No. 33-
68100, 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 mean the combined
prospectus forming a part of registration statement No. 33-83976, as
amended or supplemented by a prospectus supplement, dated on or about
the date hereof, relating to the Securities, and as it may have been
amended or supplemented as of such date (other than amendments or
supplements relating to Bonds 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. References herein to the term "Effective Date" shall be deemed
to refer to the time and date registration statement No. 33-83976 was
declared effective. 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 document filed by the Company with the Commission under file No.
33-83976 pursuant to the Securities Act after the Effective Date and
any document incorporated by reference pursuant to Item 12 of Form S-3
shall be deemed a supplement to the Registration Statement and the
Prospectus.
(b) On the Effective Date, the Registration Statement 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 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, the Registration Statement did not contain, 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 Incorpo-
rated 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 rules and regulations of the Commission
thereunder, and, when read together with the Prospectus, did not
contain and do not contain an untrue statement of a material fact or
did not omit and do not 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 omissions 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 Statement 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
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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.
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(a) In soliciting purchases of the Securities from the Company
by others (including customers of the Agents), each Agent will be act-
ing 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 connection 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:
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(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 Registration 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 Registration State-
ment 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 Registration
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 of the
Registration Statement 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 Prospectus, 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
Registration 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, com-
mencing 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 Com-
pany, 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
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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 changes therein 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 responsibility 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 prin-
ciples 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 five 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 declaration of a regular quarterly dividend or the
acquisition of long-term debt for sinking fund purposes, or which are
described 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 re-
quested 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 June 14, 1995 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.
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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 Pro-
cedures 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 Registra-
tion Statement or Prospectus (except (i) supplements or amendments
that set forth only the terms of a particular issue of the Securities,
(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 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 certificate, 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 Registra-
tion 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
Registration 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 Commission, 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 Pro-
spectus 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.
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(a) The Company shall indemnify, defend and hold harmless each
Agent and each person who controls each 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 con-
trolling person 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 any preliminary prospectus
relating to the Securities, or in the Registration Statement or the
Prospectus, as amended or supplemented (if any amendments or
supplements thereto shall have been furnished pursuant to Section 6(d)
hereof), 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 state-
ment, 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
Documents) 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 herein 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 any
thereof 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 preparation of the Registration Statement or the Prospectus or any
amendment or supplement to either thereof. The indemnity agreement of
each Agent contained in this Section 9 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 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 defend-
ants 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 indemnifying 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 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 misrepresentation.
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 deci-
sion 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 otherwise 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 Agreement, to the extent set forth therein, may
incorporate by reference specified provisions of this agreement.
(b) An Agent's commitment to purchase Notes 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 Notes to be
purchased by such Agent pursuant thereto, the maturity date of such
Notes, the price to be paid to the Company for such Notes, the
interest rate and interest rate formula, if any, applicable to such
Notes and any other terms of such Notes. 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 Notes by
such Agent.
(c) Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes. Unless otherwise specified in
a Terms Agreement, the procedural details relating to the issue and
delivery of Notes 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 Notes 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 Notes as principal, such Agent may resell such
Notes 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 Notes.
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 either 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 provi-
sion 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn.: Manager - Continuously Offered Products, with
a copy to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇
▇▇▇▇▇▇, Investment Banking Information Center; if to Bear ▇▇▇▇▇▇▇
& Co., Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn.:▇▇▇ ▇▇▇▇▇▇;
and if to ▇▇▇▇▇▇ Brothers Inc., ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 12th Floor,
New York, New York 10285-1200, Attn: Medium-Term Note Department, and, if
to the Company, shall be mailed or delivered to it at Energy Plaza, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
Authorized Representative
Accepted and delivered as of
the date first above written
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Bear, ▇▇▇▇▇▇▇ & Co., Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ Brothers Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
EXHIBIT A
TEXAS UTILITIES ELECTRIC COMPANY
Secured Medium-Term Notes, Series D
Administrative Procedures
Secured Medium-Term Notes, Series D, 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 $300,000,000.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., and
▇▇▇▇▇▇ Brothers Inc., 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
October 25, 1995 (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 Fifty-
fourth Supplemental Indenture to be dated as of October 1, 1995 (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 BOOK-ENTRY 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 October 24,1995 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, Interest Rate, Interest Payment Dates and terms
of redemption, if any (in each case, and for all purposes of these admini-
strative procedures, 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 denomi-
nated 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 prin-
cipal 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 "Par-
ticipants") 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 Interest 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 informa-
tion 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 March 1 shall be February 15
and the record date for the interest payable September 1 shall be August 15
(each such record date hereinafter called a "Record Date").
Interest Payments
-----------------
Interest on Securities will be payable on March 1 and September
1 (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 redemption, 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 Securities 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 facsimile) 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 limitation 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 Settle-
ment 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 representationand 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 $300,000,000 (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 inform-
ation 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 authenti-
cated 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 completed 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 appropriate 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 with-
drawal 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 commission) 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 denominations 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated will be accepted by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
(▇▇▇) ▇▇▇-▇▇▇▇ (telephone), (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile), or such other
persons as may be designated from time to time. Verbal instructions to
Bear, ▇▇▇▇▇▇▇ & Co. Inc. will be accepted by ▇▇▇ ▇▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇
(telephone), (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile) or such other persons as may be
designated from time to time. Verbal instructions to ▇▇▇▇▇▇ Brothers Inc.
will be accepted by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇ (telephone), (212) 528-
1718 (facsimile), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇ (telephone), (212) 528-
1718 (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 arrange to have ten copies of the Pricing Supplement
filed 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 proce-
dures set forth in "Delivery of Prospectus" below.
Such Pricing Supplements should be sent, if the Agent is ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated, to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: Medium-Term Note Trading Desk, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; if the
Agent is Bear, ▇▇▇▇▇▇▇ & Co. Inc., to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇ ▇▇▇▇▇▇; and if the Agent is ▇▇▇▇▇▇ Brothers Inc., by
telecopy to ▇▇▇▇▇▇ Brothers Inc. c/o ADP, Prospectus Services, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇
(telecopy), (▇▇▇) ▇▇▇-▇▇▇▇ (telephone), and by hand to 3 World Financial
Center, 9th Floor, New York, NY 10285-0900, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
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 Pro-
spectus 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 forthwith 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 purchase 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 .125%
1 year to less than 18 months .150%
18 months to less than 2 years .200%
2 years to less than 3 years .250%
3 years to less than 4 years .350%
4 years to less than 5 years .450%
5 years to less than 6 years .500%
6 years to less than 7 years .550%
7 years to less than 10 years .600%
10 years to less than 15 years .625%
15 years to less than 20 years .700%
20 years to 30 years .750%
EXHIBIT C
TERMS AGREEMENT
____________, 19__
Texas Utilities Electric Company
Energy Plaza
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention:
The undersigned agrees to purchase the principal amount of the
Securities described in the Distribution Agreement dated October 25, 1995
(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 delivered 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 trad-
ing 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 other-
wise 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[s]. 33-68100 and 33-83976
[33-68100 will be used until issuances exceed $150,000,000.]
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:
Secured Medium-Term Notes Series D.
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:
SCHEDULE I
[Letterhead of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, L.L.P.]
October 25, 1995
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇ Brothers Inc.
c/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
In connection with the proposed issuance and sale by Texas Utilities
Electric Company (Company) of up to $300,000,000 aggregate principal amount
of its Secured Medium-Term Notes, Series D (the Notes), pursuant to a
Distribution Agreement dated October 25, 1995 between each of you and the
Company (Agreement), we advise you that we, as General Counsel for the Com-
pany, 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 Fifty-fourth
Supplemental Indenture, dated as of October 1, 1995, (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 which
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 encumbrances 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 Fifty-
fourth Supplemental Indenture (other than those expressly ex-
cepted) 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 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 "Description of the Notes",
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 on 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, 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 (1939 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, 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 Registra-
tion 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.
11. The Mortgage is duly qualified under the 1939 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. We have reviewed with officers and
employees of the Company the circumstances under which the Com-
pany conducts its electric operations and are of the opinion that
the Company is not a "public utility" within the meaning of the
Federal Power Act and that authorization by the Federal Energy
Regulatory Commission of the issue of the Notes is not required.
Very truly yours,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇▇▇, L.L.P.
By___________________________
A Partner
SCHEDULE II
[Letterhead of ▇▇▇▇ & Priest LLP]
October 25, 1995
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇ Brothers Inc.
c/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
In connection with the proposed issuance and sale by Texas
Utilities Electric Company (Company) of up to $300,000,000 aggregate
principal amount of its Secured Medium-Term Notes, Series D (Notes),
pursuant to a Distribution Agreement dated October 25, 1995 between each of
you and the Company (Agreement), 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 Company
(now The Bank of New York), Trustee (Trustee), as supplemented by all
indentures supplemental thereto, the latest of which is the Fifty-
fourth Supplemental Indenture, dated as of October 1, 1995 (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 transactions 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, insolv-
ency 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 ▇▇▇▇-
▇▇▇▇, 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 "Description of the Notes", 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, on 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, 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
(1939 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,
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 1939 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. We have reviewed with officers and
employees of the Company the circumstances under which the Company
conducts its electric operations and are of the opinion that the
Company is not a "public utility" within the meaning of the Federal
Power Act and that authorization by the Federal Energy Regulatory Com-
mission of the issue of the Notes is not required.
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 independent 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 mis-
leading. 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.
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 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, 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, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇]
October 25, 1995
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇ Brothers Inc.
c/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We have acted as counsel for you in connection with the execution
and delivery of the Distribution Agreement dated October 25, 1995
(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 $300,000,000 aggregate principal amount of its Secured Medium-Term
Notes, Series D (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 Fifty-fourth Supple-
mental Indenture, dated as of October 1, 1995 (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 paragraph (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 accor-
dance 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 ▇▇▇▇-
▇▇▇▇, 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 "Description of the Notes", 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, on 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,
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 "1939 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, 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 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 1939 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 au-
thorization of the issue and sale by the Company of the Notes under
the Agreement. We have reviewed with officers and employees of the
Company the circumstances under which the Company conducts its
electric operations and are of the opinion that the Company is not a
"public utility" within the meaning of the Federal Power Act and that
authorization by the Federal Energy Regulatory Commission of the issue
of the Notes is not required.
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 ac-
countants who examined certain of the financial 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 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, con-
tains 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.
Very truly yours,
Winthrop, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇