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Exhibit 4(a)-2
TXU ELECTRIC COMPANY
(formerly Texas Utilities Electric Company)
TO
THE BANK OF NEW YORK,
(formerly Irving Trust Company)
Trustee under the Texas Utilities
Electric Company Mortgage and
Deed of Trust, dated as of
December 1, 1983
--------------------
Sixty-first Supplemental Indenture
Providing among other things for
First Mortgage Bonds,
Collateral Series A
--------------------
Dated as of February 1, 2001
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This Instrument Grants a Security Interest by a Utility
This Instrument Contains After-Acquired Property Provisions
This Instrument Grants a Security Interest by a Utility
This Instrument Contains After-Acquired Property Provisions
SIXTY-FIRST SUPPLEMENTAL INDENTURE
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INDENTURE, dated as of February 1, 2001, between TXU ELECTRIC COMPANY
(formerly Texas Utilities Electric Company), a corporation of the State of
Texas, whose address is Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201
(hereinafter sometimes called the Company), and THE BANK OF NEW YORK (formerly
Irving Trust Company), a corporation of the State of New York, whose address is
101 Barclay Street, New York, New York 10286 (hereinafter sometimes called the
Trustee), Trustee under the Mortgage and Deed of Trust, dated as of December 1,
1983 (hereinafter called the Original Indenture, the Original Indenture and any
and all indentures and instruments supplemental thereto being hereinafter
sometimes collectively called the Mortgage), which Original Indenture was
executed and delivered by said Texas Utilities Electric Company to secure the
payment of bonds issued or to be issued under and in accordance with the
provisions of the Mortgage, reference to which Mortgage is made, this Indenture
(hereinafter called the Sixty-first Supplemental Indenture) being supplemental
thereto;
WHEREAS, said Original Indenture was recorded or filed as required in the
State of Texas; and
WHEREAS, the Company executed and delivered to the Trustee the following
supplemental indentures:
Designation Dated as of
----------- -----------
First Supplemental Indenture....................... April 1, 1984
Second Supplemental Indenture...................... September 1, 1984
Third Supplemental Indenture....................... April 1, 1985
Fourth Supplemental Indenture...................... August 1, 1985
Fifth Supplemental Indenture....................... September 1, 1985
Sixth Supplemental Indenture....................... December 1, 1985
Seventh Supplemental Indenture..................... March 1, 1986
Eighth Supplemental Indenture...................... May 1, 1986
Ninth Supplemental Indenture....................... October 1, 1986
Tenth Supplemental Indenture....................... December 1, 1986
Eleventh Supplemental Indenture.................... December 1, 1986
Twelfth Supplemental Indenture..................... February 1, 1987
Thirteenth Supplemental Indenture.................. March 1, 1987
Fourteenth Supplemental Indenture.................. April 1, 1987
Fifteenth Supplemental Indenture................... July 1, 1987
Sixteenth Supplemental Indenture................... September 1, 1987
Seventeenth Supplemental Indenture................. October 1, 1987
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Eighteenth Supplemental Indenture.................. March 1, 1988
Nineteenth Supplemental Indenture.................. May 1, 1988
Twentieth Supplemental Indenture................... September 1, 1988
Twenty-first Supplemental Indenture................ November 1, 1988
Twenty-second Supplemental Indenture............... January 1, 1989
Twenty-third Supplemental Indenture................ August 1, 1989
Twenty-fourth Supplemental Indenture............... November 1, 1989
Twenty-fifth Supplemental Indenture................ December 1, 1989
Twenty-sixth Supplemental Indenture................ February 1, 1990
Twenty-seventh Supplemental Indenture.............. September 1, 1990
Twenty-eighth Supplemental Indenture............... October 1, 1990
Twenty-ninth Supplemental Indenture................ October 1, 1990
Thirtieth Supplemental Indenture................... March 1, 1991
Thirty-first Supplemental Indenture................ May 1, 1991
Thirty-second Supplemental Indenture............... July 1, 1991
Thirty-third Supplemental Indenture................ February 1, 1992
Thirty-fourth Supplemental Indenture............... April 1, 1992
Thirty-fifth Supplemental Indenture................ April 1, 1992
Thirty-sixth Supplemental Indenture................ June 1, 1992
Thirty-seventh Supplemental Indenture.............. June 1, 1992
Thirty-eighth Supplemental Indenture............... August 1, 1992
Thirty-ninth Supplemental Indenture................ October 1, 1992
Fortieth Supplemental Indenture.................... November 1, 1992
Forty-first Supplemental Indenture................. December 1, 1992
Forty-second Supplemental Indenture................ March 1, 1993
Forty-third Supplemental Indenture................. April 1, 1993
Forty-fourth Supplemental Indenture................ April 1, 1993
Forty-fifth Supplemental Indenture................. May 1, 1993
Forty-sixth Supplemental Indenture................. July 1, 1993
Forty-seventh Supplemental Indenture............... October 1, 1993
Forty-eighth Supplemental Indenture................ November 1, 1993
Forty-ninth Supplemental Indenture................. May 1, 1994
Fiftieth Supplemental Indenture.................... May 1, 1994
Fifty-first Supplemental Indenture................. August 1, 1994
Fifty-second Supplemental Indenture................ April 1, 1995
Fifty-third Supplemental Indenture................. June 1, 1995
Fifty-fourth Supplemental Indenture................ October 1, 1995
Fifty-fifth Supplemental Indenture................. March 1, 1996
Fifty-sixth Supplemental Indenture................. September 1, 1996
Fifty-seventh Supplemental Indenture............... February 1, 1997
Fifty-eighth Supplemental Indenture................ July 1, 1997
Fifth-ninth Supplemental Indenture................. March 1, 1999
Sixtieth Supplemental Indenture.................... December 1, 2000
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which supplemental indentures were or are to be recorded or filed as required in
the State of Texas; and
WHEREAS, by the Original Indenture, the Company covenanted that it would
execute and deliver such supplemental indenture or indentures and such further
instruments and do such further acts as may be necessary or proper to carry out
more effectually the purposes of the Mortgage and to make subject to the Lien of
the Mortgage any property thereafter acquired and intended to be subject to the
Lien thereof; and
WHEREAS, in addition to the property described in the Original Indenture,
the Company has acquired certain other property, rights and interests in
property; and
WHEREAS, the Company has heretofore issued as of January 31, 2001, in
accordance with the provisions of the Original Indenture, as heretofore
supplemented, the following series of First Mortgage and Collateral Trust Bonds
and First Mortgage Bonds:
Principal Principal Amount
Series Amount Issued Outstanding
------ ------------- ----------------
12% Series due March 1, 1985.................. $ 1,000,000 None
13 5/8% Series due April 1, 2014.............. 100,000,000 None
13 1/2% Series due September 1, 2014......... 150,000,000 None
12 7/8 % Series due April 1, 2015............. 150,000,000 None
12% Series due August 1, 2015................. 100,000,000 None
12% Series due September 1, 2015.............. 75,000,000 None
11 1/8% Series due December 1, 2015........... 150,000,000 None
9 3/8% Series due March 1, 2016............... 200,000,000 None
9 3/4% Series due May 1, 2016................. 200,000,000 None
Pollution Control Series C.................... 70,000,000 None
Pollution Control Series D.................... 200,000,000 None
9 1/2% Series due December 1, 2016............ 300,000,000 None
9 1/4% Series due February 1, 2017............ 250,000,000 None
Pollution Control Series E.................... 100,000,000 None
10 1/2% Series due April 1, 2017.............. 250,000,000 None
9 1/2% Series due July 1, 1997................ 150,000,000 None
10 1/2% Series due July 1, 2017............... 150,000,000 None
Pollution Control Series F.................... 55,000,000 None
Pollution Control Series G.................... 12,000,000 None
Pollution Control Series H.................... 112,000,000 None
Pollution Control Series I.................... 100,000,000 None
10 3/8% Series due May 1, 1998................ 150,000,000 None
11 3/8% Series due May 1, 2018................ 150,000,000 None
Secured Medium-Term Notes, Series A........... 300,000,000 None
10.44% Series due November 1, 2008............ 150,000,000 None
Pollution Control Series J.................... 100,000,000 None
9 1/2% Series due August 1, 1999.............. 200,000,000 None
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Principal Principal Amount
Series Amount Issued Outstanding
------ ------------- ----------------
10% Series due August 1, 2019................. $100,000,000 None
9 7/8% Series due November 1, 2019............ 150,000,000 None
Secured Medium-Term Notes, Series B........... 150,000,000 $ 99,200,000
Pollution Control Series K.................... 50,000,000 None
Pollution Control Series L.................... 40,000,000 None
10 5/8% Series due September 1, 2020.......... 250,000,000 None
Secured Medium-Term Notes, Series C........... 150,000,000 None
8 1/4% Pollution Control Series due October 1,
2020......................................... 11,000,000 None
7 7/8% Pollution Control Series due March 1,
2021......................................... 100,000,000 100,000,000
9 3/4% Series due May 1, 2021................. 300,000,000 127,747,000
Pollution Control Series M due June 1, 2021... 86,250,000 None
Pollution Control Series N due June 1, 2021... 57,500,000 None
Pollution Control Series O due June 1, 2021... 57,500,000 None
Pollution Control Series P due June 1, 2021... 115,000,000 None
8 1/8% Series due February 1, 2002............ 150,000,000 150,000,000
8 7/8 % Series due February 1, 2022........... 175,000,000 112,200,000
8 1/4% Series due April 1, 2004............... 100,000,000 100,000,000
9% Series due April 1, 2022................... 100,000,000 None
6 3/4% Pollution Control Series due April 1,
2022......................................... 50,000,000 50,000,000
7 1/8% Series due June 1, 1997................ 150,000,000 None
8% Series due June 1, 2002.................... 147,000,000 147,000,000
6 5/8% Pollution Control Series due June 1,
2022......................................... 33,000,000 33,000,000
6 3/8% Series due August 1, 1997.............. 175,000,000 None
7 3/8% Series due August 1, 2001.............. 150,000,000 145,000,000
8 1/2% Series due August 1, 2024.............. 175,000,000 115,400,000
6.70% Pollution Control Series due October 1,
2022......................................... 16,935,000 16,935,000
6.55% Pollution Control Series due October
1, 2022...................................... 40,000,000 40,000,000
7 3/8% Series due November 1, 1999............ 100,000,000 None
8 3/4% Series due November 1, 2023............ 200,000,000 102,550,000
6 1/2% Pollution Control Series due December
1, 2027...................................... 46,660,000 46,660,000
6 3/4% Series due March 1, 2003............... 200,000,000 194,475,000
7 7/8% Series due March 1, 2023............... 300,000,000 223,770,000
6.05% Pollution Control Series due April 1,
2025......................................... 90,000,000 90,000,000
6.10 % Pollution Control Series due April 1,
2028......................................... 50,000,000 50,000,000
5 7/8% Series due April 1, 1998............... 175,000,000 None
6 3/4% Series due April 1, 2003............... 100,000,000 95,000,000
7 7/8% Series due April 1, 2024............... 225,000,000 132,743,000
Pollution Control Series due June 1, 2023..... 115,000,000 102,850,250
5 3/4 % Series due July 1, 1998............... 150,000,000 None
6 3/4% Series due July 1, 2005................ 100,000,000 92,000,000
7 5/8% Series due July 1, 2025................ 250,000,000 214,750,000
5 1/2% Series due October 1, 1998............. 125,000,000 None
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Principal Principal Amount
Series Amount Issued Outstanding
------ ------------- ----------------
6 1/4% Series due October 1, 2004............. $ 125,000,000 $ 120,595,000
7 3/8% Series due October 1, 2025............. 300,000,000 178,000,000
5 1/2% Pollution Control Series due May 1,
2022......................................... 50,000,000 50,000,000
5.55% Pollution Control Series due May 1, 2022 75,000,000 75,000,000
5.85% Pollution Control Series due May 1, 2022 33,465,000 33,465,000
Floating Rate Series due May 1, 1999.......... 300,000,000 None
Pollution Control Series Q due May 1, 2029.... 45,045,500 45,045,500
Pollution Control Series R due May 1, 2029.... 45,045,500 45,045,500
0% Series due 1994............................ 1,013,831,000 None
Pollution Control Series S due April 1, 2030.. 58,270,500 58,270,500
Pollution Control Series T due April 1, 2030.. 18,400,000 18,400,000
Pollution Control Series U.................... 136,108,250 None
Pollution Control Series V.................... 136,108,250 None
Pollution Control Series W.................... 13,857,500 13,857,500
Pollution Control Series X.................... 21,246,250 21,246,250
Secured Medium-Term Notes, Series D........... 201,150,000 134, 150,000
Pollution Control Series Y.................... 28,819,000 28,819,000
Pollution Control Series Z.................... 66,642,500 66,642,500
Pollution Control Series AA................... 28,750,000 28,750,000
Pollution Control Series AB................... 28,750,000 28,750,000
Pollution Control Series AC................... 70,397,250 70,397,250
Pollution Control Series AD................... 57,500,000 57,500,000
Pollution Control Series AE................... 57,500,000 57,500,000
Pollution Control Series AF................... 36,000,750 36,000,750
Pollution Control Series AG................... 28,801,750 28,801,750
Pollution Control Series AH................... 33,079,750 33,079,250
Pollution Control Series AI................... 59,253,750 59,253,750
Pollution Control Series AJ................... 13,800,000 13,800,000
Pollution Control Series AK................... 250,163,335 127,126,750
Floating Rate Series A due December 20, 2002.. 150,000,000 150,000,000
Floating Rate Series B due December 20, 2002.. 425,000,000 425,000,000
which bonds are also hereinafter sometimes called bonds of the First through One
Hundredth Series, respectively; and
WHEREAS, Section 2.01 of the Original Indenture provides that the form of
each series of bonds (other than the First Series) issued thereunder and of the
coupons to be attached to coupon bonds of such series shall be established by
Resolution of the Board of Directors of the Company, and that the form of such
series, as established by said Board of Directors, shall specify the descriptive
title of the bonds and various other terms thereof, and may also have such
omissions or modifications or contain such provisions not prohibited by the
provisions of the Mortgage as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage;
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and
WHEREAS, Section 22.04 of the Original Indenture provides, among other
things, that any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the Mortgage, whether
such power, privilege or right is in any way restricted or is unrestricted, may
be in whole or in part waived or surrendered or subjected to any restriction if
at the time unrestricted, or to additional restriction if already restricted,
and the Company may enter into any further covenants, limitations, restrictions
or provisions for the benefit of any one or more series of bonds issued
thereunder, or the Company may cure any ambiguity contained therein, or in any
supplemental indenture, or may establish the terms and provisions of any series
of bonds other than the First Series, by an instrument in writing executed and
acknowledged by the Company in such manner as would be necessary to entitle a
conveyance of real estate to be recorded in all of the states in which any
property at the time subject to the Lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series of bonds and to add
to its covenants and agreements contained in the Mortgage certain other
covenants and agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage; and
WHEREAS, the execution and delivery by the Company of this Sixty-first
Supplemental Indenture, and the terms of the bonds of the One Hundred First
Series, hereinafter referred to, have been duly authorized by the Board of
Directors of the Company by appropriate resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in
consideration of the premises and of Ten Dollars to it duly paid by the Trustee
at or before the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, and in order to secure the payment of both the principal
of and interest and premium, if any, on the bonds from time to time issued under
the Mortgage, according to their tenor and effect and the performance of all the
provisions of the Mortgage (including any instruments supplemental thereto and
any modification made as in the Mortgage provided) and of said bonds, hath
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over and confirmed and granted a security
interest in and by these presents doth grant, bargain, sell, release, convey,
assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm
and grant a security interest in (subject, however, to Excepted Encumbrances as
defined in Section 1.06 of the Original Indenture) unto The Bank of New York,
Trustee under the Mortgage, and to its successor or successors in said trust,
and to said Trustee and its successors and assigns forever, all properties of
the Company, real, personal and mixed, of the kind or nature specifically
mentioned in the Original Indenture, as heretofore supplemented, or of any other
kind or nature acquired by the Company on or after the date of the execution and
delivery of the Original Indenture (except any herein or in the Original
Indenture expressly excepted), now owned or, subject to the provisions of
Section 18.03 of the Original Indenture, hereafter acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection or in any
other way) and wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same, the scope and intent of the foregoing
or of any general description contained in this Sixtieth
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Supplemental Indenture) all real estate, lands, easements, servitudes, licenses,
permits, franchises, privileges, rights of way and other rights in or relating
to real estate or the occupancy of the same; all power sites, flowage rights,
water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites,
aqueducts, and all other rights or means for appropriating, conveying, storing
and supplying water; all rights of way and roads; all plants for the generation
of electricity by steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental thereto; all
telephone, radio and television systems, air-conditioning systems and equipment
incidental thereto, water wheels, water works, water systems, steam heat and hot
water plants, substations, lines, service and supply systems, bridges, culverts,
tracks, ice or refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof; all machinery, engines, boilers, dynamos,
turbines, electric, gas and other machines, prime movers, regulators, meters,
transformers, generators (including, but not limited to, engine driven
generators and turbo-generator units), motors, electrical, gas and mechanical
appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains
and pipes, service pipes, fittings, valves and connections, pole and
transmission lines, towers, overhead conductors and devices, underground
conduits, underground conductors and devices, wires, cables, tools, implements,
apparatus, storage battery equipment, and all other fixtures and personalty; all
municipal and other franchises, consents or permits; all lines for the
transmission and distribution of electric current, gas, steam heat or water for
any purpose including towers, poles, wires, cables, pipes, conduits, ducts and
all apparatus for use in connection therewith and (except as herein or in the
Original Indenture expressly excepted) all the right, title and interest of the
Company in and to all other property of any kind or nature appertaining to
and/or used and/or occupied and/or enjoyed in connection with any property
hereinbefore or in the Original Indenture described.
TOGETHER WITH all and singular the tenements, hereditaments, prescriptions,
servitudes and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of Section 13.01 of the
Original Indenture) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part
and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 18.03 of the Original Indenture, all the property, rights and franchises
acquired by the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) after the date hereof, except any
herein or in the Original Indenture expressly excepted, shall be and are as
fully granted and conveyed hereby and as fully embraced within the Lien of the
Original Indenture and the Lien hereof as if such property, rights and
franchises were now owned by the Company and were specifically described herein
and conveyed hereby.
PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor
is a security interest therein hereby or by the Original Indenture, as
heretofore supplemented, granted or intended to be granted, and the same are
hereby expressly excepted from the Lien and operation of the Original Indenture,
as heretofore supplemented, and from the Lien and operation of this Sixty-first
Supplemental Indenture, viz.: (1)
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cash, shares of stock, bonds, notes and other obligations and other securities
not hereinbefore or hereafter specifically pledged, paid, deposited, delivered
or held under the Mortgage or covenanted so to be; (2) merchandise, equipment,
apparatus, materials or supplies held for the purpose of sale or other
disposition in the usual course of business or for the purpose of repairing or
replacing (in whole or in part) any rolling stock, buses, motor coaches,
automobiles or other vehicles or aircraft or boats, ships, or other vessels and
any fuel, oil and similar materials and supplies consumable in the operation of
any of the properties of the Company; rolling stock, buses, motor coaches,
automobiles and other vehicles and all aircraft; boats, ships and other vessels;
all timber, minerals, mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general intangibles and
choses in action, and all contracts, leases and operating agreements not
specifically pledged hereunder or under the Mortgage or covenanted so to be; (4)
the last day of the term of any lease or leasehold which may hereafter become
subject to the Lien of the Mortgage; (5) electric energy, gas, water, steam,
ice, and other materials or products generated, manufactured, produced, or
purchased by the Company for sale, distribution or use in the ordinary course of
its business; (6) any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and principally
in the production of natural gas or its transportation, primarily for the
purpose of sale to natural gas customers or to a natural gas distribution or
pipeline company, up to the point of connection with any distribution system;
and (7) the Company's franchise to be a corporation; provided, however, that the
property and rights expressly excepted from the Lien and operation of the
Original Indenture and this Sixtieth Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XV of the Original Indenture by
reason of the occurrence of a Default.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed or in which a security
interest has been granted by the Company as aforesaid, or intended so to be
(subject, however, to Excepted Encumbrances as defined in Section 1.06 of the
Original Indenture), unto The Bank of New York, Trustee, and its successors and
assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Original Indenture, as heretofore supplemented, this Sixty-
first Supplemental Indenture being supplemental to the Original Indenture.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Original Indenture, as
heretofore supplemented, shall affect and apply to the property hereinbefore
described and conveyed and to the estate, rights, obligations and duties of the
Company and the Trustee and the beneficiaries of the trust with respect to said
property, and to the Trustee and its successors as Trustee of said property, in
the same manner and with the same effect as if said property had been owned by
the Company at the time of the execution of the Original Indenture, and had been
specifically and at length described in and conveyed to said Trustee by the
Original Indenture as a part of the property therein stated to be conveyed.
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The Company further covenants and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:
ARTICLE I.
One Hundred First Series of Bonds
SECTION 1.1 There shall be a series of bonds designated "Collateral Series
A" (herein sometimes referred to as the One Hundred First Series), each of which
shall also bear the descriptive title "First Mortgage Bond", and the form
thereof, which shall be established by Resolution of the Board of Directors of
the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified. Bonds of the One Hundred First Series may
be issued in one or more tranches, shall be issued as fully registered bonds in
denominations of One Dollar and, at the option of the Company, in any multiple
or multiples thereof (the exercise of such option to be evidenced by the
execution and delivery thereof); each Bond of the One Hundred First Series shall
mature on such date two weeks from its issuance, shall bear interest at such
rate or rates determined by the proper officer or officers of the Company to be
approximately equal to the interest rate payable by the Company on such Money
Pool Borrowings (defined below) on the date of issuance of such Bond, payable on
such date or dates, have such principal amount, which will not exceed 133% of
the principal amount of the Money Pool Borrowings (defined to below) that it
secures on the date of issuance of such Bond, and have such other terms and
provisions not inconsistent with the Original Indenture as the proper officer or
officers of the Company may determine in accordance with one or more Resolutions
filed with the Trustee referring to this Sixty-first Supplemental Indenture
(such determinations shall be conclusively evidenced by or in accordance with
one or more written orders filed with the Trustee for the authentication and
delivery of Bonds of the One Hundred First Series and shall constitute
determinations of the Board of Directors with respect to such bonds for purposes
of the Mortgage); the principal of and interest on each said bond to be payable
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for public and private debts. Bonds of
the One Hundred First Series shall be dated as in Section 2.03 of the Original
Indenture provided. The interest rate payable on each Bond of the One Hundred
First Series shall not exceed the maximum rate permitted by law.
(I) Each Bond of the One Hundred First Series shall be issued to, and
registered in the name of, TXU Business Services Company, as administrator
(Administrator) of the Texas Utilities System Money Pool (Money Pool), from
which Money Pool the Company borrows funds (Money Pool Borrowings), and pledged
to the Administrator under the Bonds Pledge Agreement, dated as of February 13,
2001 between the Administrator and the Company, as pledgor, to provide
collateral security for the prompt and complete payment of principal and
interest on the Money Pool Borrowings when due.
The Company shall receive a credit against its obligation to make any
payment of the principal of and interest, if any, on any Bond of the One Hundred
First Series, as the same shall become due and payable, whether at maturity or
otherwise, in an amount equal to (a) principal and interest actually paid to the
Administrator in connection with the particular Money Pool Borrowing secured by
such Bond plus (b) the principal amount of any Bond of the One Hundred First
Series substituted for such Bond under the applicable Bonds Pledge Agreement.
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The Trustee may conclusively presume that the obligation of the Company to
pay the principal of, and interest, if any, on any Bond of the One Hundred First
Series as the same shall become due and payable shall have been fully satisfied
and discharged unless and until it shall have received a written notice from the
Administrator, signed by the President, any Vice President, Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary of the Administrator,
stating that the payment of interest and/or principal on the Money Pool
Borrowing secured by such Bond has become due and has not been fully paid and
specifying the amount of funds required to make such payment.
(II) Bonds of the One Hundred First Series shall not be redeemable
prior to maturity.
(III) At the option of the registered owner, any Bonds of the One
Hundred First Series, upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City of New York, New
York, shall be exchangeable for a like aggregate principal amount of Bonds of
the same series with the same interest rate and maturity date of other
authorized denominations.
SECTION 1.2 Bonds of the One Hundred First Series shall not be
transferable, except to any successor to the Administrator, any such transfer to
be made at the office or agency of the Company in the Borough of Manhattan, The
City of New York, New York.
ARTICLE II.
Miscellaneous Provisions
SECTION 2.1 Subject to the amendments provided for in this Sixty-first
Supplemental Indenture, the terms defined in the Original Indenture, as
heretofore supplemented, shall for all purposes of this Sixty-first Supplemental
Indenture have the meanings specified in the Original Indenture, as heretofore
supplemented.
SECTION 2.2 The Trustee hereby accepts the trusts herein declared,
provided, created or supplemented and agrees to perform the same upon the terms
and conditions herein and in the Original Indenture, as heretofore supplemented,
set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Sixty-first Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every term and
condition contained in Article XIX of the Original Indenture shall apply to and
form part of this Sixty-first Supplemental Indenture with the same force and
effect as if the same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make the same
conform to the provisions of this Sixty-first Supplemental Indenture.
SECTION 2.3 Whenever in this Sixty-first Supplemental Indenture either of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVIII and XIX of the Original Indenture, be deemed to
include the successors and assigns of such party, and all the
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covenants and agreements in this Sixty-first Supplemental Indenture contained,
by or on behalf of the Company, or by or on behalf of the Trustee, shall,
subject as aforesaid, bind and inure to the respective benefits of the
respective successors and assigns of such parties, whether so expressed or not.
SECTION 2.4 Nothing in this Sixty-first Supplemental Indenture expressed or
implied, is intended, or shall be construed to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto and the holders of
the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim
under or by reason of this Sixty-first Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Sixty-first
Supplemental Indenture contained, by or on behalf of the Company, shall be for
the sole and exclusive benefit of the parties hereto, and of the holders of the
bonds and coupons Outstanding under the Mortgage.
SECTION 2.5 This Sixty-first Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, TXU ELECTRIC COMPANY has caused its corporate name to
be hereunto affixed, and this instrument to be signed and sealed by its Chairman
of the Board and Chief Executive, President or one of its Vice Presidents, and
its corporate seal to be attested by its Secretary or one of its Assistant
Secretaries for and in its behalf, and THE BANK OF NEW YORK has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Vice Presidents, Assistant
Secretaries or Assistant Treasurers, all as of the day and year first above
written.
TXU ELECTRIC COMPANY
By /s/ Kirk R. Oliver
------------------------------
Kirk R. Oliver
Vice President
Attest:
/s/ John Stephens, Jr.
- ------------------------------
John Stephens, Jr.
Assistant Secretary
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THE BANK OF NEW YORK,
Trustee
By /s/ Walter N. Gitlin
------------------------------
Walter N. Gitlin
Vice President
Attest:
/s/ Robert A. Massimillo
- ------------------------------
Robert A. Massimillo
Assistant Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
/s/ Essie Elcock
- ------------------------------
/s/ Kisha Holder
- ------------------------------
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STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS )
Before me, a Notary Public in and for said State, on this day personally
appeared Kirk R. Oliver, known to me to be the person whose name is subscribed
to the foregoing instrument and known to me to be a Vice President of TXU
ELECTRIC COMPANY, a Texas corporation, and acknowledged to me that said person
executed said instrument for the purposes and consideration therein expressed,
and as the act of said corporation.
Given under my hand and seal of office this 13th day of February, 2001.
/s/ Julia Laxson
------------------------------
JULIA LAXSON
Notary Public, State of Texas
My Commission Expires February 26, 2001
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said State, on this day personally
appeared WALTER N. GITLIN, known to me to be the person whose name is subscribed
to the foregoing instrument and known to me to be a Vice President of THE BANK
OF NEW YORK, a New York corporation, and acknowledged to me that said person
executed said instrument for the purposes and consideration therein expressed,
and as the act of said corporation.
Given under my hand and seal of office this 14th day of February, 2001.
/s/ William J. Cassels
------------------------------
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate filed in New York County
Commission Expires May 16, 2002
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