PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and among OVATION ACQUISITION I, L.L.C., OVATION ACQUISITION II, L.L.C., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, and ENERGY FUTURE HOLDINGS CORP. Dated as of August 9, 2015Purchase Agreement • October 30th, 2015 • Ovation Acquisition I, L.L.C. • Texas
This PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 9, 2015, is by and among Energy Future Holdings Corp., a Texas corporation (the “Company”), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), Ovation Acquisition I, L.L.C., a Delaware limited liability company (“Parent”), and Ovation Acquisition II, L.L.C., a Delaware limited liability company (“OV2” and, together with Parent, the “Purchasers”).
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...Deed of Trust, Security Agreement and Fixture Filing • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • 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.
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • Texas
THIS SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) is made as of May 15, 2008 (the “Execution Date”) between ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited liability company (formerly TXU Electric Delivery Company, formerly Oncor Electric Delivery Company) (the “Company”) and THE BANK OF NEW YORK, as Trustee (the “Trustee”) under the Indenture (for Unsecured Debt Securities) dated as of August 1, 2002 between the Company and the Trustee (said Indenture (for Unsecured Debt Securities), the “Indenture”). All capitalized terms used herein and not defined herein which are defined in the Indenture shall have the same meanings as used in the Indenture.
THIRD 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 TRUST COMPANY, N.A., as Collateral Agent Dated as of November 10, 2011...Deed of Trust, Security Agreement and Fixture Filing • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • Texas
THIS THIRD AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is executed to be dated as of November 10, 2011, by ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited liability company (“Grantor”), having an organizational identification number of 4435668 and an office at 1616 Woodall Rodgers Fwy., Dallas, Texas 75202, Attention: Treasurer, to and for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to The Bank of New York Mellon, formerly The Bank of New York), 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 Trust Company, N.A., c/o Corporate Trust Department, 601 Travis, 16th Floor, Houston, Texas 77002.
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • Texas
THIS SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”) is made as of May 15, 2008 (the “Execution Date”) between ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited liability company (formerly TXU Electric Delivery Company, formerly Oncor Electric Delivery Company) (the “Company”) and THE BANK OF NEW YORK, as Trustee (the “Trustee”) under the Indenture and Deed of Trust dated as of May 1, 2002 from the Company to the Trustee, as supplemented by Officer’s Certificates dated May 6, 2002 and December 20, 2002 and by Supplemental Indenture No. 1 dated October 25, 2005 (said Indenture and Deed of Trust, as so supplemented, the “Indenture”). All capitalized terms used herein and not defined herein which are defined in the Indenture shall have the same meanings as used in the Indenture.
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, as Collateral Agent Dated as of May 15, 2008 THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A...Deed of Trust, Security Agreement and Fixture Filing • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • Texas
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) executed to be effective as of May 15, 2008 (the “Execution Date”), by ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited liability company (formerly TXU Electric Delivery Company, formerly Oncor Electric Delivery 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, a New York banking corporation, as Collateral Agent and Trustee under this Deed of Trust (“Collateral Agent” and “DOT Trustee”), whose address is The Bank of New York, c/o Corporate Trust Administration, 101 Barclay Street, Floor 8W, New York, New York 10286.
SECOND 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 September 3, 2010 THIS INSTRUMENT GRANTS...Deed of Trust, Security Agreement and Fixture Filing • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • Texas
THIS SECOND AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is executed to be effective as of September 3, 2010, 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.
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 16th, 2016 • Ovation Acquisition I, L.L.C. • Real estate investment trusts • Texas
SUPPLEMENTAL INDENTURE NO. 1 dated October 25, 2005 (“Supplemental Indenture”), between TXU Electric Delivery Company, formerly Oncor Electric Delivery Company, (the “Company”) and The Bank of New York, as trustee (the “Trustee”) under the Indenture and Deed of Trust dated as of May 1, 2002 from the Company to the Trustee as supplemented by Officer’s Certificates dated May 6, 2002 and December 20, 2002 (the Indenture and Deed of Trust as so supplemented, the “Indenture”). All capitalized terms used herein and not defined herein which are defined in the Indenture shall have the same meaning as used in the Indenture.
