EXHIBIT 4(b)
TEXAS UTILITIES ELECTRIC COMPANY
OFFICER'S CERTIFICATE
Robert S. Shapard, the Treasurer of Texas Utilities Electric Company (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated May 7, 1997, and Sections 201 and 301 of the Indenture defined
herein, does hereby certify to The Bank of New York (the "Trustee"), as Trustee
under the Indenture of the Company (For Unsecured Debt Securities) dated as of
August 1, 1997 (the "Indenture") that:
1. The securities of the first series to be issued under the Indenture
shall be designated "7.17% Debentures due August 1, 2007" (the
"Debentures of the First Series"). All capitalized terms used in this
certificate which are not defined herein but are defined in the
Indenture shall have the meanings set forth in the Indenture;
2. The Debentures of the First Series shall be limited in aggregate
principal amount to $300,000,000 at any time Outstanding, except as
contemplated in Section 301(b) of the Indenture;
3. The Debentures of the First Series shall mature and the principal
shall be due and payable together with all accrued and unpaid interest
thereon on August 1, 2007;
4. The Debentures of the First Series shall bear interest from August 18,
1997, at the rate of 7.17% per annum payable semi-annually on February
1 and August 1 of each year (each, an "Interest Payment Date")
commencing February 1, 1998. The amount of interest payable for any
such period will be computed on the basis of a 360-day year of twelve
30-day months. Interest on the Debentures of the First Series will
accrue from August 18, 1997 but if interest has been paid on such
Debentures of the First Series, then from the most recent Interest
Payment Date to which interest has been paid or duly provided for. 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 such Interest Payment Date;
5. Each installment of interest on a Debenture of the First Series shall
be payable to the Person in whose name such Debenture of the First
Series is registered at the close of business on the day preceding the
corresponding Interest Payment Date (the "Regular Record Date") for
the Debentures of the First Series; provided, however, that if the
Debentures of the First Series are not held by a securities
depositary, the Regular Record Date shall be the 15th day of the
calendar month next preceding the corresponding Interest Payment Date.
Any installment of interest on the Debentures of the First Series not
punctually paid or duly provided for shall forthwith cease to be
payable to the Holders of such Debentures of the First Series on such
Regular Record Date, and may be paid to the Persons in whose name the
Debentures of the First Series are registered at the close of business
on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest. Notice of such Defaulted Interest and
Special Record Date shall be given to the Holders of the Debentures of
the First Series not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
the Debentures of the First Series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture;
6. The principal and each installment of interest on the Debentures of
the First Series shall be payable at, and registration and
registration of transfers and exchanges in respect of the Debentures
of the First Series may be effected at, the office or agency of the
Company in The City of New York; provided that payment of interest may
be made at the option of the Company by check mailed to the address of
the persons entitled thereto. Notices and demands to or upon the
Company in respect of the Debentures of the First Series may be served
at the office or agency of the Company in The City of New York. The
Corporate Trust Office of the Trustee will initially be the agency of
the Company for such payment, registration and registration of
transfers and exchanges and service of notices and demands and the
Company hereby appoints the Trustee as its agent for all such
purposes; provided, however, that the Company reserves the right to
change, by one or more Officer's Certificates any such office or
agency and such agent. The Trustee will be the Security Registrar and
the Paying Agent for the Debentures of the First Series;
7. The Debentures of the First Series will be redeemable as a whole at
any time or in part from time to time, at the option of the Company,
at a Redemption Price equal to the greater of (i) 100% of the
principal amount of such Debentures of the First Series, and (ii) the
sum of the present values of the remaining scheduled payments of
principal and interest thereon from the Redemption Date to the
maturity date, computed by discounting such payments, in each case, to
the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points, plus, in each case, accrued interest on the principal amount
thereof to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual 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.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Debentures of the First Series
to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing
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new issues of corporate debt securities of comparable maturity to the
remaining term of such Debentures of the First Series. "Independent
Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"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 daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, the
average of the Reference Treasury Dealer Quotations actually obtained
by the Trustee for such Redemption Date. "Reference Treasury Dealer
Quotations" means, with respect to each 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 such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Lehman Brothers, Inc. and Salomon Brothers Inc and their
respective successors; provided, however, that if any of 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.
Notice of any redemption of Debentures of the First Series will be
mailed at least 30 days but no more than 60 days before the Redemption
Date to each holder of Debentures of the First Series to be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the
Debentures of the First Series or portions thereof called for
redemption.
The Company shall deliver to the Trustee before any Redemption Date
for Debentures of the First Series its calculation of the Redemption
Price applicable to such redemption. Except with respect to the
obligations of the Trustee expressly set forth in the foregoing
definitions of "Comparable Treasury Issue" and "Comparable Treasury
Price," the Trustee shall be under no duty to inquire into, may
presume the correctness of, and shall be fully protected in acting
upon the Company's calculation of any Redemption Price of the
Debentures of the First Series.
In lieu of stating the Redemption Price, notices of redemption of
Debentures of the First Series shall state substantially the
following: "The Redemption Price of the Debentures to be redeemed
shall equal the greater of (i) 100% of the principal amount of such
Debentures, and (ii) the sum of the present values of the remaining
scheduled
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payments of principal and interest thereon from the Redemption Date to
the maturity date, computed by discounting such payments, in each
case, to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as
defined in the Indenture) plus 10 basis points."
Except as provided herein, Article Four of the Indenture shall apply
to redemptions of Debentures of the First Series.
8. The Debentures of the First Series will be originally issued in global
form payable to Cede & Co. and will, unless and until the Debentures
of the First Series are exchanged in whole or in part for certificated
Debentures of the First Series registered in the names of various
beneficial holders thereof (in accordance with the conditions set
forth in the legend appearing in the form of the Debentures of the
First Series, hereto attached as Exhibit A), contain restrictions on
transfer, substantially as described in such form;
9. No service charge shall be made for the registration of transfer or
exchange of the Debentures of the First Series; provided, however,
that the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection
with the exchange or transfer;
10. If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debentures of the First Series, or any
portion of the principal amount thereof, as contemplated by Section
701 of the Indenture, the Company shall not deliver an Officer's
Certificate described in clause (z) in the first paragraph of said
Section 701 unless the Company shall also deliver to the Trustee,
together with such Officer's Certificate, either:
(A) an instrument wherein the Company, notwithstanding the
satisfaction and discharge of its indebtedness in respect of the
Debentures of the First Series, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of money, if any, or
additional Eligible Obligations (meeting the requirements of Section
701), if any, or any combination thereof, at such time or times, as
shall be necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the principal of
and premium, if any, and interest due and to become due on such
Debentures of the First Series or portions thereof, all in accordance
with and subject to the provisions of said Section 701; provided,
however, that such instrument may state that the obligation of the
Company to make additional deposits as aforesaid shall be subject to
the delivery to the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent public
accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof; or
(B) an Opinion of Counsel to the effect that, as a result of a
change in law occurring after the date of this certificate, the
Holders of such Debentures of the First
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Series, or portions of the principal amount thereof, will not
recognize income, gain or loss for United States federal income tax
purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to
United States federal income tax on the same amounts, at the same
times and in the same manner as if such satisfaction and discharge had
not been effected.
11. The Debentures of the First Series shall have such other terms and
provisions as are provided in the form set forth in Exhibit A hereto,
and shall be issued in substantially such form;
12. The undersigned has read all of the covenants and conditions contained
in the Indenture relating to the issuance of the Debentures of the
First Series and the definitions in the Indenture relating thereto and
in respect of which this certificate is made;
13. The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents
accompanying this certificate, and upon discussions by the undersigned
with officers and employees of the Company familiar with the matters
set forth herein;
14. In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed
opinion whether or not such covenants and conditions have been
complied with; and
15. In the opinion of the undersigned, such conditions and covenants and
conditions precedent, if any (including any covenants compliance with
which constitutes a condition precedent) to the authentication and
delivery of the Debentures of the First Series requested in the
accompanying Company Order have been complied with.
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IN WITNESS WHEREOF, I have executed this Officer's Certificate this 18th
day of August, 1997.
/s/ Robert S. Shapard
---------------------------------------
Robert S. Shapard
Treasurer and Assistant Secretary
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NO._______________
CUSIP NO.__________
EXHIBIT A
[FORM OF FACE OF DEBENTURE]
[(SEE LEGEND AT THE END OF THIS SECURITY FOR
RESTRICTIONS ON TRANSFERABILITY AND CHANGE OF FORM)]
TEXAS UTILITIES ELECTRIC COMPANY
7.17% DEBENTURES DUE AUGUST 1, 2007
TEXAS UTILITIES ELECTRIC COMPANY, a corporation duly organized and existing
under the laws of the State Texas (herein referred to as the "Company", which
term includes any successor Person under the Indenture), for value received,
hereby promises to pay to [Cede & Co.] or registered assigns, the principal sum
of ____________________________________________________________________________
Dollars on August 1, 2007, and to pay interest on said principal sum, semi-
annually on February 1 and August 1 of each year, commencing February 1, 1998,
at the rate of 7.17% per annum until the principal hereof is paid or made
available for payment. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve 30-day months.
Interest on the Securities of this series will accrue from August 18, 1997, to
the first Interest Payment Date, and thereafter will accrue from the last
Interest Payment Date to which interest has been paid or duly provided for. 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 Regular Record Date for such
interest, which shall be the day preceding such Interest Payment Date; provided,
however, that if the Securities of this series are not held by a securities
depositary, the Regular Record Date shall be the 15th day of the calendar month
next preceding such Interest Payment Date. 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 on the reverse hereof.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, 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 may be paid by check mailed to the
address of the person entitled thereto, as such address shall appear on the
Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
TEXAS UTILITIES ELECTRIC COMPANY
By:_______________________________________
ATTEST:
____________________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:_______________________________________
Authorized Signatory
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[FORM OF REVERSE OF DEBENTURE]
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, dated as of August 1, 1997 (herein, together with any
amendments 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,
including the Board Resolutions and Officer's Certificate filed with the Trustee
on August 18, 1997 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. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $300,000,000.
The Securities of this series will be redeemable as a whole at any
time or in part from time to time, at the option of the Company, at a Redemption
Price equal to the greater of (i) 100% of the principal amount of such
Securities of this series, and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon from the
Redemption Date to the maturity date, computed by discounting such payments, in
each case, to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points,
plus, in each case, accrued interest on the principal amount thereof to the
Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual 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.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities of this series 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 such Securities of this series. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.
"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 daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, the
average of the Reference Treasury Dealer Quotations actually obtained
by the Trustee for such Redemption Date. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and
any
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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 such Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Lehman Brothers, Inc. and Salomon Brothers Inc and their
respective successors; provided, however, that if any of 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.
Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the Redemption Date to each holder of Securities
of this series to be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the
Securities of this series or portions thereof called for redemption.
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, including the Officer's Certificate described above.
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 contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities of all series then Outstanding to waive compliance by the Company
with certain restrictive provisions of the Indenture. 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 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
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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 any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein 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.
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.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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[LEGEND
Unless and until this Security is exchanged in whole or in part for
certificated Securities registered in the names of the various beneficial
holders hereof as then certified to the Corporate Trustee by The Depository
Trust Company (55 Water Street, New York, New York) or its successor (the
"Depositary"), this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
Unless this certificate is presented by an authorized representative of the
Depositary to the Company or its agent for registration of transfer, exchange or
payment, and any certificate to be issued is registered in the name of Cede &
Co., or such other name as requested by an authorized representative of the
Depositary and any amount payable thereunder is made payable to Cede & Co., or
such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.
This Security may be exchanged for certificated Securities registered in
the names of the various beneficial owners hereof if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners. Any such exchange
shall be made upon receipt by the Trustee of a Company Order therefor and
certificated Securities of this series shall be registered in such names and in
such denominations as shall be certified to the Company and the Trustee by the
Depositary.]