0001193125-09-043061 Sample Contracts

SALE PARTICIPATION AGREEMENT (Director Form) Oncor Electric Delivery Company LLC
Sale Participation Agreement • March 3rd, 2009 • Oncor Electric Delivery Co LLC • Electric services • Texas
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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONCOR ELECTRIC DELIVERY COMPANY LLC
Liability Company Agreement • March 3rd, 2009 • Oncor Electric Delivery Co LLC • Electric services

This Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of ONCOR ELECTRIC DELIVERY COMPANY LLC (the “Amendment”) is entered into as of February 18, 2009 by ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLC, a Delaware limited liability company (the “Initial Member”), TEXAS TRANSMISSION INVESTMENT LLC, a Delaware limited liability company (the “Minority Member”), and ONCOR MANAGEMENT INVESTMENT LLC, a Delaware limited liability company (the “Management Member” and collectively with the Initial Member and the Minority Member, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement (as defined below)

FORM OF DIRECTOR STOCKHOLDER’S AGREEMENT Oncor Management Investment LLC Oncor Electric Delivery Company LLC
S Agreement • March 3rd, 2009 • Oncor Electric Delivery Co LLC • Electric services • Texas

This Stockholder’s Agreement (this “Agreement”) is effective as of , among Oncor Management Investment LLC (the “Company”), a Delaware limited liability company, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), and the undersigned person (the “Stockholder”) (the Company, Oncor and the Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) of this Agreement.

FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING by ONCOR ELECTRIC DELIVERY COMPANY LLC, as Grantor to and for the benefit of THE BANK OF NEW YORK MELLON, as Collateral Agent Dated as of March 2, 2009 THIS INSTRUMENT GRANTS A...
Trust, Security Agreement • March 3rd, 2009 • Oncor Electric Delivery Co LLC • Electric services • Texas

THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is executed to be dated as of March 2, 2009, by ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited liability company (“Grantor”), having an organizational identification number of 4435668 and an office at Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201, Attention: Treasurer, to and for the benefit of THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a New York banking corporation, as Collateral Agent and Trustee (“Collateral Agent” and “DOT Trustee”) under the Deed of Trust (as defined below), whose address is The Bank of New York Mellon, c/o Corporate Trust Administration, 101 Barclay Street, Floor 8W, New York, New York 10286.

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