Exhibit 3(b)(1)
FIRST AMENDMENT
TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ONCOR ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC
This First Amendment to Amended and Restated Limited Liability Company
Agreement of Oncor Electric Delivery Transition Bond Company LLC, a Delaware
limited liability company (the "Company"), dated as of May 13, 2004 (this
"Amendment"), by Oncor Electric Delivery Company, as the sole member of the
Company.
1. Amendments.
(a) The name of the Company is hereby changed to TXU Electric
Delivery Transition Bond Company LLC, and all references in the Amended
and Restated Limited Liability Company Agreement of the Company, dated
as of August 21, 2003 (the "Agreement"), to Oncor Electric Delivery
Transition Bond Company LLC are hereby deleted and replaced with TXU
Electric Delivery Transition Bond Company LLC.
(b) Section 1.06 of the Agreement is hereby amended by adding
the following sentence to the end thereof:
"The Member is hereby authorized as an "authorized
person" within the meaning of the LLC Act."
2. Notice. As required by Section 1.04 of the Agreement, written
notice of the name change of the Company has been provided to the Managers and
the Indenture Trustee in substantially the form attached hereto as Exhibit A.
3. Binding Effect. This Amendment shall be binding upon, and shall
enure to the benefit of, the parties hereto and all other parties to the
Agreement and their respective successors and assigns.
4. Agreement in Effect. Except as hereby amended, the Agreement
shall remain in full force and effect.
5. Governing Law. This Amendment shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware, all rights
and remedies being governed by such laws without regard to principles of
conflicts of laws.
6. Severability. Each provision of this Amendment shall be
considered severable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Amendment that are valid,
enforceable and legal.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the day and year first above written.
Member:
ONCOR ELECTRIC DELIVERY COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer
