Exhibit 4(c)
FORM OF NEW 2012 NOTE
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
ONCOR ELECTRIC DELIVERY COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
No._______________ CUSIP No.
ONCOR ELECTRIC DELIVERY COMPANY
6.375% EXCHANGE SENIOR SECURED NOTES DUE 2012
ONCOR ELECTRIC DELIVERY COMPANY, a corporation duly organized and
existing under the laws of the State of Texas (herein referred to as the
"Company", which term includes any successor Person under the Indenture referred
to below), for value received, hereby promises to pay to
or registered assigns, the principal sum of _____________________ ($_________)
Dollars on May 1, 2012, and to pay interest on said principal sum semi-annually
in arrears on May 1 and November 1 of each year commencing November 1, 2002
(each an "Interest Payment Date") at the rate of 6.375% per annum until the
principal hereof is paid or made available for payment. Interest on the
Securities of this series will accrue from and including May 6, 2002, to and
excluding the first Interest Payment Date, and thereafter will accrue from and
including the last Interest Payment Date to which interest has been paid or duly
provided for. No interest will accrue on the Securities with respect to the day
on which the Securities mature. In the event that any Interest Payment Date is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of such delay) with the same force and effect as if
made on the Interest Payment Date. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the April 16
and October 17 (each a "Regular Record Date") immediately preceding such
Interest Payment Date, except that interest payable at Maturity will be payable
to the Person to whom principal shall be paid. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture referred to herein.
Payment of the principal of (and premium, if any) and interest
at Maturity on this Security shall be made upon presentation of this Security at
the office or agency of the Company maintained for that purpose in The City of
New York, in the State of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the option of the Company,
interest on this Security (other than interest payable at Maturity) may be paid
by check mailed to the address of the person entitled thereto, as such address
shall appear on the Security Register, and provided, further, that if such
person is a securities depositary, such payment may be made by such other means
in lieu of check as shall be agreed upon by the Company, the Trustee and such
person.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture and in the
Officer's Certificate establishing the terms of the Securities of this series.
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture and Deed of Trust dated as of May 1, 2002
(herein, together with any amendments or supplements thereto, called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture, for a statement of
the property mortgaged, pledged and held in trust, the nature and extent of the
security, the conditions upon which the Lien of the Indenture may be released
and to the Indenture, Board Resolutions and Officer's Certificate creating the
series designated on the face hereof, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The acceptance of
this Security shall be deemed to constitute the consent and agreement by the
Holder thereof to all of the terms and provisions of the Indenture. This
Security is one of the series designated on the face hereof.
This Security is subject to redemption at the election of the
Company, in whole at any time or in part from time to time, at a redemption
price as calculated by the Company equal to the greater of
100% of the principal amount of the Notes of this series being
redeemed, or
the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes of this series being
redeemed, discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points,
plus, in each case, accrued interest on those Notes of this series to
the redemption date.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
2
"Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the H. 15
Daily Update of the Federal Reserve Bank or (ii) if such release (or any
successor release) is not published or does not contain prices on such business
day, the Reference Treasury Dealer Quotation actually obtained by the Trustee
for such redemption date.
"H.15(519)" means the weekly statistical release entitled "H.15
(519) Selected Interest Rates", or any successor publication, published by the
Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519) available
through the worldwide website of the Board of Governors of the Federal Reserve
System or any successor site or publication.
"Independent Investment Banker" means the Reference Treasury
Dealer appointed by the Company.
"Reference Treasury Dealer" means Lehman Brothers Inc., and its
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
Notice of redemption (other than at the option of the Holder)
shall be given by mail to Holders of Securities, not less than 30 days prior to
the date fixed for redemption, all as provided in the Indenture. As provided in
the Indenture, notice of redemption at the election of the Company as aforesaid
may state that such redemption shall be conditional upon the receipt by the
applicable Paying Agent or Agents of money sufficient to pay the principal of
and premium, if any, and interest, if any, on this Security on or prior to the
date fixed for such redemption; a notice of redemption so conditioned shall be
of no force or effect if such money is not so received and, in such event, the
Company shall not be required to redeem this Security.
In the event of redemption of this Security in part only, a new
Security or Securities of this series of like tenor representing the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Security upon compliance with certain conditions
set forth in the Indenture.
3
The Indenture contains provisions for release of the Lien thereof
upon compliance with certain conditions set forth therein.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein and herein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor and of authorized denominations, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
4
The Company shall not be required to execute and the Security
Registrar shall not be required to register the transfer of or exchange of (a)
Securities of this series during a period of 15 days immediately preceding the
date notice is given identifying the serial numbers of the Securities of this
series called for redemption or (b) any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part. The Company shall not be required to make transfers or exchanges of the
Securities of this series for a period of 15 days next preceding an Interest
Payment Date.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
absolute owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
This Security shall be governed by and construed in accordance
with the laws of the State of New York (including without limitation Section
5-1401 of the New York General Obligations Law or any successor to such
statute), except to the extent that the Trust Indenture Act shall be applicable
and except to the extent that the laws of the State of Texas shall mandatorily
govern.
As provided in the Indenture, no recourse shall be had for the
payment of the principal of or premium, if any, or interest on any Securities,
or any part thereof, or for any claim based thereon or otherwise in respect
thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
member, officer or director, as such, past, present or future of the Company or
of any predecessor or successor corporation (either directly or through the
Company or a predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that the Indenture and all the Securities are solely corporate obligations and
that any such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution of the
Indenture and the issuance of the Securities.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to herein by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed in New York, New York.
ONCOR ELECTRIC DELIVERY COMPANY
By:_____________________________________
Vice President
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By:_____________________________________
Authorized Signatory