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-------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- PRELIMINARY TERM SHEET AND COMPUTATIONAL MATERIALS ONCOR ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC, ISSUER $500,000,000 TRANSITION BONDS, SERIES 2003-1 ONCOR ELECTRIC DELIVERY COMPANY, SERVICER [ONCOR LOGO] [MAP ONCOR SERVICE TERRITORY] [GRAPHIC][OMITTED] [GRAPHIC][OMITTED] Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Brothers Inc. Xxxxxxx, Xxxxx & Co. Xxxxxxx Xxxxx & Co. -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- $500,000,000 ONCOR ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC TRANSITION BONDS ("BONDS"), SERIES 2003-1 SUMMARY OF TERMS TRANSACTION OVERVIEW Oncor Electric Delivery Company ("Oncor") has established a bankruptcy-remote special purpose subsidiary company that will issue taxable debt securities secured by the right to receive revenues arising from transition charges from all retail electric customers in Oncor's service territory. This is in accordance with a financing order issued by the Public Utility Commission of Texas ("PUCT") on August 5, 2002 (the "Financing Order"), which became final and non-appealable on January 30, 2003. This transaction is part of the Texas Electric Utility Restructuring Act, which implemented competitive electric generation and retail markets in the State of Texas, and authorized Texas electric utilities to finance their generation-related regulatory assets and certain qualified costs. The proceeds of the Bonds will be paid to the parent company, Oncor, and will be used by Oncor to repurchase or retire its debt or equity. ANTICIPATED BOND STRUCTURE --------------------------------------------------------------------------------------------------------------------------------- EXPECTED EXPECTED AVERAGE PAYMENT PAYMENT SIZE TRANCHE RATINGS FIXED/ LIFE WINDOW WINDOW EXPECTED LEGAL CLASS ($MM) TYPE (MDY/S&P/FITCH) FLOATING (YEARS) (YEARS) (MONTHS) MATURITY MATURITY --------------------------------------------------------------------------------------------------------------------------------- [A-1] [105] Sequential [Aaa/AAA/AAA] [ ] [2.00] [3.0 yrs; [37] [2/07] [2/09] (2/04-2/07)] --------------------------------------------------------------------------------------------------------------------------------- [A-2] [124] Sequential [Aaa/AAA/AAA] [ ] [5.00] [3.0 yrs; [37] [2/10] [2/12] (2/07-2/10)] --------------------------------------------------------------------------------------------------------------------------------- [A-3] [128] Sequential [Aaa/AAA/AAA] [ ] [8.00] [3.0 yrs; [37] [2/13] [2/15] (2/10-2/13)] --------------------------------------------------------------------------------------------------------------------------------- [A-4] [143] Sequential [Aaa/AAA/AAA] [ ] [10.83] [2.5 yrs; [31] [8/15] [8/17] (2/13-8/15)] --------------------------------------------------------------------------------------------------------------------------------- ISSUER............................ Oncor Electric Delivery Transition Bond Company LLC, a bankruptcy-remote, Delaware limited liability company, wholly-owned by Oncor. PARENT/SELLER/SERVICER............ Oncor, a regulated electric transmission and distribution ("T&D") utility wholly- owned by TXU US Holdings. Oncor provides delivery services to retail electric providers in its service territory, which sell electricity to over 2.9 million points of delivery in north-central, eastern and western Texas. PUCT FINANCIAL ADVISOR................. Saber Partners, LLC ("Saber") (co-equal decision maker with Issuer) EXPECTED RATINGS (XXXXX'X/S&P/FITCH)............... [Aaa/AAA/AAA] STRUCTURE......................... Sequential pay amortizing bonds WEIGHTED AVERAGE LIFE PROFILE..... Principal cannot be repaid earlier than expected unless the Bonds are accelera- xxx due to an event of default. Exten- sion risk is negligible, ranging from The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 2 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- [0.6-1.3] months in weighted average life under a severe stress scenario. The legislatively mandated true-up mechanism is intended to provide for the recovery of transition charge amounts sufficient to pay interest, scheduled principal and other required amounts on a timely basis. Please see "Weighted Average Life Sensitivity" for a weighted average life sensitivity analysis from forecasted levels in energy consumption. PAYMENT DATES AND INTEREST ACCRUAL .......................... Semi-annually, [February 15] and [August 15]. Interest will be calculated on a [30/360] basis. USE OF PROCEEDS................... Paid to the parent company, Oncor, and used by Oncor to repurchase or retire its debt or equity. COLLATERAL........................ The irrevocable right to bill and collect non-bypassable (cent)/kWh(1) and (cent)/kW(2) charges from all retail electric customers ("Transition Property"). CREDIT ENHANCEMENT................ Transition charges will be adjusted through a true-up mechanism no less than annually to ensure timely payment of principal and interest. The expected ratings on the Bonds are [Aaa/AAA/AAA]. This true-up mechanism is legislatively mandated. In addition, there is an overcollateralization subaccount (building up to 0.5% of the initial principal balance of the Bonds), capital subaccount (0.5% of the Bonds' initial principal balance), and reserve subaccount to further support timely payment of principal and interest. OPTIONAL REDEMPTION............... None. Only a 5% de minimus principal outstanding call ("cleanup call") after the last scheduled payment date of the Bonds. TAX TREATMENT..................... Fully taxable TYPE OF OFFERING ................. SEC registered EXCHANGE LISTING.................. DTC, Clearstream and Euroclear ERISA ELIGIBLE ................... Yes EXPECTED SETTLEMENT............... [August [ ], 2003] UNDERWRITERS...................... Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxxx Xxxxx & Co. INDENTURE TRUSTEE................. The Bank of New York Notes: (1) Cents per kilowatt hour. (2) Cents per kilowatt. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 3 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- [FLOATING RATE BENCHMARK]......... [6-month LIBOR, for floating rate tranches, if any] [INTEREST RATE SWAPS]............. [For those classes of Bonds that are issued as floating rate securities, if any, the Issuer will enter into a corresponding Interest Rate Swap with a qualified swap counterparty.] [The Interest Rate Swaps, if any, will be "balance guaranty", amortizing interest rate swaps. A separate Interest Rate Swap Agreement would apply to each such floating rate class. The characteristics of each Interest Rate Swap will correspond to the related floating rate class.] [SWAP COUNTERPARTY, IF ANY, MINIMUM RATINGS (XXXXX'X/S&P/FITCH)]...... [Xxxxx'x: (1) Both short-term credit rating and long-term credit rating of at least "P-1" and "Aa3", respectively; or (2) to the extent a short-term credit rating is not available, a long-term credit rating of at least "Aa2".] [S&P: (1) Both short-term credit rating and long-term credit rating of at least "A-1" and "A-", respectively; or (2) to the extent a short-term credit rating is not available, a long-term credit rating of at least "A+".] [Fitch: (1) A short-term credit rating of at least "F-1"; or (2) to the extent a short-term credit rating is not available, a long-term credit rating of at least "A".] The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 4 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- PARTIES TO TRANSACTION The following chart represents a summary of the parties to the transactions underlying the offering of the Bonds, their roles and their various relationships to the other parties: [Chart summarizing the parties to the transactions underlying the offering of the transition bonds, their roles and their various relationships to the other parties. The PUCT issued the financing order and will approve adjustments to the transition charges. US Holdings applied to the PUCT for the Financing Order, and Oncor will apply, as servicer, for transition charge adjustments. As the seller, Oncor will sell transition property and rights under the Financing Order to Oncor Electric Delivery Transition Bond Company LLC, for cash pursuant to the sale agreements. As the servicer, Oncor will service the transition property of the issuer and receive a servicing fee pursuant to the servicing agreement(s). As the administrator, Oncor will provide administrative support to its issuer and receive an administration fee pursuant to the administration agreement. As the issuer, Oncor Electric Delivery Transition Bond Company LLC, will sell the transition bonds for cash, pursuant to the underwriting agreement(s). The Bank of New York, the indenture trustee, acts for and on behalf of the holders of transition bonds pursuant to the indenture. The underwriters will sell the transition bonds for cash to the holders of transition bonds.] Note: (1) The application for the Financing Order was filed by TXU U.S. Holdings. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 5 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- SCHEDULED AMORTIZATION Expected Bond Amortization Schedule -------------------------------------------------------------------------------------------------------------------------- DATE CLASS A-1 ($) CLASS A-2 ($) CLASS A-3 ($) CLASS A-4 ($) -------------------------------------------------------------------------------------------------------------------------- [8/15/2003] [105,000,000] [124,000,000] [128,000,000] [143,000,000] [2/15/2004] [96,892,480] [124,000,000] [128,000,000] [143,000,000] [8/15/2004] [81,483,371] [124,000,000] [128,000,000] [143,000,000] [2/15/2005] [60,589,196] [124,000,000] [128,000,000] [143,000,000] [8/15/2005] [44,845,597] [124,000,000] [128,000,000] [143,000,000] [2/15/2006] [23,593,028] [124,000,000] [128,000,000] [143,000,000] [8/15/2006] [7,519,956] [124,000,000] [128,000,000] [143,000,000] [2/15/2007] - [109,936,768] [128,000,000] [143,000,000] [8/15/2007] [93,391,986] [128,000,000] [143,000,000] [2/15/2008] [71,071,310] [128,000,000] [143,000,000] [8/15/2008] [53,926,546] [128,000,000] [143,000,000] [2/15/2009] [30,965,607] [128,000,000] [143,000,000] [8/15/2009] [13,115,465] [128,000,000] [143,000,000] [2/15/2010] - [117,447,640] [143,000,000] [8/15/2010] [98,817,384] [143,000,000] [2/15/2011] [74,271,644] [143,000,000] [8/15/2011] [54,693,847] [143,000,000] [2/15/2012] [29,184,250] [143,000,000] [8/15/2012] [8,610,762] [143,000,000] [2/15/2013] - [125,099,318] [8/15/2013] [103,435,697] [2/15/2014] [75,764,936] [8/15/2014] [52,889,459] [2/15/2015] [24,053,987] [8/15/2015] - The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 6 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- WEIGHTED AVERAGE LIFE SENSITIVITY The following table highlights the sensitivity of the weighted average lives of the various Bond classes to energy consumption levels (retail electric sales) below forecasted levels. There can be no assurance that the weighted average lives of the various classes of the Bonds will be as shown below. ----------------------------------------------------------------------------------------------------- EXPECTED AVERAGE LIVES (YRS.) ASSUMING UNIFORM ANNUAL DECLINE FROM CLASS WEIGHTED FORECASTED ENERGY CONSUMPTION AVG. LIFE [-5%] [CHANGE] [-15%] [CHANGE] ----------------------------------------------------------------------------------------------------- [A-1] [2.00] [2.00] [0.00] [2.11] [+0.11] ----------------------------------------------------------------------------------------------------- [A-2] [5.00] [5.00] [0.00] [5.10] [+0.10] ----------------------------------------------------------------------------------------------------- [A-3] [8.00] [8.00] [0.00] [8.08] [+0.08] ----------------------------------------------------------------------------------------------------- [A-4] [10.83] [10.83] [0.00] [10.88] [+0.05] ----------------------------------------------------------------------------------------------------- THIS MEANS UNDER THIS EXAMPLE, IF RETAIL ELECTRIC SALES ARE 15% LESS THAN THE FORECASTED ENERGY CONSUMPTION EACH YEAR, THE [10.83]-YEAR WEIGHTED AVERAGE LIFE OF THE A-4 CLASS WOULD BECOME [10.88] YEARS. PLEASE NOTE THAT OVER THE LAST TEN YEARS, ONCOR'S ANNUAL FORECAST ERROR HAS NOT EXCEEDED 6%, AND ITS TEN-YEAR AVERAGE FORECAST ERROR IS LESS THAN 1% (0.77%). For the purposes of preparing the table above, in addition to those assumptions in deriving the Scheduled Amortization, the following assumptions, among other things, have been made: o The forecast error stays constant over the life of the Bonds and is equal to 5% or 15% as stated in the table above. The servicer will true-up transition charges ("TCs" or "Transition Charges") so as to ensure the billing of TCs necessary to generate the collection of amounts sufficient to (a) pay ongoing fees and expenses (b) timely provide for all scheduled payments of principal and interest, (c) fund the capital and overcollateralization subaccounts to their required levels, and (d) return, if necessary, the reserve subaccount to a zero balance by the related payment date; o Periodic annual standard true-ups on a transaction year basis; o Interim true-ups have been modeled to be implemented only after a 5% variance from the expected amortization schedule (taking into account amounts in the reserve subaccount) has occurred; o No non-standard true-ups have been modeled; and o No optional redemption has been exercised. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 7 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- SOURCE OF REVENUES: HISTORICAL CUSTOMER CLASS COMPOSITION(1) Number of Retail Electric Customers/Points of Delivery(2) by Customer Class ------------------------------------------------------------------------------------------------------------------------------ QUARTER FOR THE YEAR ENDED ENDED ----------------------------------------------------------------------------------------------------------------- 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 3/31/03 ----------------------------------------------------------------------------------------------------------------- NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER POINTS POINTS OF OF OF OF OF OF OF OF OF OF OF CUSTOMERS CUSTOMERS CUSTOMERS CUSTOMERS CUSTOMERS CUSTOMERS CUSTOMERS CUSTOMERS CUSTOMERS DELIVERY DELIVERY ------------------------------------------------------------------------------------------------------------------------------ Residential 1,941,934 1,973,570 2,015,189 2,061,837 2,104,151 2,156,431 2,215,752 2,266,373 2,312,553 2,398,671 2,389,580 Commercial 294,190 298,391 305,240 312,304 320,690 329,570 338,514 346,195 347,643 373,182 372,380 Industrial 6,430 6,340 6,217 6,184 6,235 6,148 6,155 6,686 6,580 6,304 6,256 Other 10,283 10,721 10,491 10,334 10,229 9,544 9,292 9,059 9,400 107,302 107,844 ============================================================================================================================== Total 2,252,837 2,289,022 2,337,137 2,390,659 2,441,305 2,501,693 2,569,713 2,628,313 2,676,176 2,885,459 2,876,060 ------------------------------------------------------------------------------------------------------------------------------ % of Total ------------------------------------------------------------------------------------------------------------------------------ Residential 86.20% 86.22% 86.22% 86.25% 86.19% 86.20% 86.23% 86.23% 86.41% 83.13% 83.09% Commercial 13.06% 13.03% 13.06% 13.06% 13.14% 13.17% 13.17% 13.17% 12.99% 12.93% 12.95% Industrial 0.28% 0.28% 0.27% 0.26% 0.25% 0.25% 0.24% 0.25% 0.25% 0.22% 0.21% Other 0.46% 0.47% 0.45% 0.43% 0.42% 0.38% 0.36% 0.35% 0.35% 3.72% 3.75% ============================================================================================================================== Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ------------------------------------------------------------------------------------------------------------------------------ Actual Retail Electric Usage in Megawatt-hours ("MWh") by Customer Class(3) ---------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED --------------------------------------------------------------------------------------------- 12/31/93 12/31/94 12/31/95 12/31/96 2/31/97 12/31/98 ---------------------------------------------------------------------------------------------------------- Residential 27,825,397 28,079,706 28,635,593 30,785,860 31,410,509 34,536,687 Commercial 32,027,871 33,447,747 34,209,316 35,407,543 36,178,973 38,407,000 Industrial 17,096,695 17,999,463 18,158,130 19,017,045 19,672,579 20,384,865 Other 436,872 445,945 452,983 465,089 476,296 485,052 ========================================================================================================== Total 77,386,835 79,972,861 81,456,022 85,675,537 87,738,357 93,813,604 ---------------------------------------------------------------------------------------------------------- % of Total ---------------------------------------------------------------------------------------------------------- Residential 35.96% 35.11% 35.15% 35.93% 35.80% 36.81% Commercial 41.39% 41.82% 42.00% 41.33% 41.24% 40.94% Industrial 22.09% 22.51% 22.29% 22.20% 22.42% 21.73% Other 0.56% 0.56% 0.56% 0.54% 0.54% 0.52% ========================================================================================================== Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ---------------------------------------------------------------------------------------------------------- Actual Retail Electric Usage in Megawatt-hours ("MWh") by Customer Class(3) (CONTD) ------------------------------------------------------------------------------------------ QUARTER FOR THE YEAR ENDED ENDED ----------------------------------------------------------------------------- 12/31/99 12/31/00 12/31/01 12/31/02 3/31/03 ------------------------------------------------------------------------------------------ Residential 32,976,791 35,487,517 36,435,662 35,858,862 9,431,325 Commercial 38,671,072 39,833,924 38,738,356 41,562,864 9,357,287 Industrial 19,943,454 22,130,391 23,158,622 19,279,420 5,495,502 Other 491,455 495,323 500,878 431,412 130,774 ========================================================================================== Total 92,082,772 97,947,155 98,833,518 97,132,558 24,414,888 ------------------------------------------------------------------------------------------ % of Total ------------------------------------------------------------------------------------------ Residential 35.81% 36.23% 36.87% 36.92% 38.63% Commercial 42.00% 40.67% 39.19% 42.79% 38.33% Industrial 21.66% 22.59% 23.43% 19.85% 22.51% Other 0.53% 0.51% 0.51% 0.44% 0.53% ========================================================================================== Total 100.00% 100.00% 100.00% 100.00% 100.00% ------------------------------------------------------------------------------------------ Retail Electric Revenues by Customer Class ($000s) ------------------------------------------------------------------------------------------------------------------------------- QUARTER FOR THE YEAR ENDED ENDED ----------------------------------------------------------------------------------------------------------------- 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02(4) 3/31/03(4) ------------------------------------------------------------------------------------------------------------------------------- Residential 1,622,792 1,668,260 1,767,123 1,878,441 1,884,572 2,042,790 1,928,275 2,057,494 2,081,498 795,145 212,298 Commercial 1,468,837 1,525,183 1,626,348 1,677,445 1,678,988 1,763,283 1,791,908 1,826,964 1,801,432 725,991 189,122 Industrial 404,476 427,941 443,691 445,779 446,442 456,649 450,384 508,666 540,563 133,254 39,429 Other 43,904 46,493 49,330 50,675 51,035 52,790 53,637 54,189 55,277 45,992 12,590 ============================================================================================================================== Total 3,540,009 3,667,877 3,886,492 4,052,340 4,061,037 4,315,512 4,224,204 4,447,313 4,478,770 1,700,382 453,439 ------------------------------------------------------------------------------------------------------------------------------ % of Total ------------------------------------------------------------------------------------------------------------------------------ Residential 45.84% 45.48% 45.47% 46.35% 46.41% 47.34% 45.65% 46.26% 46.48% 46.76% 46.82% Commercial 41.49% 41.58% 41.85% 41.40% 41.34% 40.86% 42.42% 41.08% 40.22% 42.70% 41.71% Industrial 11.43% 11.67% 11.41% 11.00% 10.99% 10.58% 10.66% 11.44% 12.07% 7.84% 8.69% Other 1.24% 1.27% 1.27% 1.25% 1.26% 1.22% 1.27% 1.22% 1.23% 2.70% 2.78% ============================================================================================================================== Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ------------------------------------------------------------------------------------------------------------------------------ Notes: (1) "Residential" grouping corresponds to the residential service regulatory asset recovery class, "Commercial" grouping corresponds to the general service secondary regulatory asset recovery class, "Industrial" grouping corresponds to the general service primary, high voltage service, instantaneous interruptible and noticed interruptible regulatory asset recovery classes, and "Other" corresponds to the lighting service regulatory asset recovery class. (2) Due to the Texas Electric Utility Restructuring Act, Oncor was required to change its method of accounting for some customers. Prior to January 1, 2002, some points of delivery were combined into a single point of delivery and accounted for as a single customer. Oncor is now required to account for those points of delivery separately and can no longer combine them into one point of delivery. (3) Actual usage fluctuations are highly dependent on weather and economic conditions. See "THE SERVICER OF THE TRANSITION PROPERTY -- How Oncor Forecasts the Number of Customers and the Amount of Electricity Usage" in the prospectus. There can be no assurance that future usage rates will be similar to historical experience. See "RISK FACTORS -- Servicing Risks" in the prospectus. (4) The data for the year ended 12/31/02 and quarter ended 3/31/03 represents only transmission and distribution revenues and are, therefore, not directly comparable to prior years due to the separation of the retail business from the transmission and distribution business, pursuant to the Texas Electric Utility Restructuring Act. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 8 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- ALLOCATIONS AND DISTRIBUTIONS OF TRANSITION BOND COMPANY REVENUES Please see below for a general summary of the flow of collected Transition Charges: [CHART ILLUSTRATING THE ALLOCATIONS AND DISTRIBUTIONS OF TRANSITION BOND COMPANY REVENUES APPEARS HERE][Chart describing the flow of transition charges as follows: Retail customer pays electric utility bill, including transition charges to REPs, who remit the billed transition charges to the servicer (whether collected or not from the customer); the servicer remits the transition charges to the indenture trustee for deposit to the collection account for the series of Bonds, which is then applied to the general subaccount to be distributed in accordance with the payment "waterfall" described in the prospectus.] Note: (1) Indenture trustee and independent manager fees and expenses not to exceed $30,000 annually for all series of outstanding Bonds. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 9 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- GLOSSARY "COLLATERAL" All assets held by the indenture trustee for the benefit of the holders of the Bonds. Most assets of the Issuer will be held by the indenture trustee in a segregated account established pursuant to an indenture (the "Collection Account"). The Issuer's principal asset will be Transition Property. Transition Property is a present property right created pursuant to the Texas Electric Utility Restructuring Act and the Financing Order, which became final and non-appealable in January 30, 2003. It consists primarily of the irrevocable right to impose, collect and receive non-bypassable TCs. "PRINCIPAL PAYMENTS" Principal will be paid sequentially. No class will receive principal payments until all classes of a higher numerical designation have been paid in full unless there is an acceleration of the Bonds following an event of default in which case principal will be paid to all classes on a pro-rata basis. Please see "Scheduled Amortization." "STATE PLEDGE" The State of Texas (including the PUCT) has pledged that it will not take or permit any action that would impair the value of the Transition Property or reduce, alter or impair the TCs until the related Bonds are fully repaid or discharged, other than periodic true-up adjustments to correct any overcollections or undercollections. No voter initiative or referendum process currently exists in Texas. "TRANSITION CHARGES OR TCS" TCs are statutorily-created, non-bypassable, usage-based per kilowatt hour and per kilowatt charges. TCs are irrevocable and payable, through REPs, by retail electric customers within Oncor's historic service territory. TCs are calculated to ensure collection of revenues sufficient to (a) pay periodic expenses associated with the Bonds; (b) make scheduled payments of principal and interest (including required payments to the swap counterparty, if any) on the Bonds; (c) fund scheduled deposits to an overcollateralization subaccount; and (d) replenish any amounts previously withdrawn from the overcollateralization subaccount or the capital subaccount. For summary historical information regarding Oncor's retail electric sales, customers and revenues, please refer to "Source of Revenues: Historical Customer Class Composition." "TRUE-UP MECHANISM True-ups correct any undercollections or over- AND CREDIT collections of TCs during the preceding year ENHANCEMENT" (for standard true-ups) or the preceding six months (for interim true-ups). These are legislatively mandated by PUCT's irrevocable Financing Order. o Standard: Annually. o Interim: Semi-annually, if (a) anticipated principal balance (taking into account amounts in the reserve subaccount) is 5% greater or less than expected principal balance, or (b) such measure is necessary to meet certain rating agency requirements that a series of Bonds be paid in full by the expected maturity date. o Non-Standard: If forecasted billing units for any classes decreases by more than 10% compared to the threshold billing units recorded during the 12 months ending April 30, 1999. Capital Subaccount: upfront cash deposit of 0.5% of initial principal balance. Overcollateralization Subaccount: funded in equal installments on each payment date to reach 0.5% of initial principal balance. Reserve Subaccount: holds any excess collections of TCs. REP Security Deposit Subaccounts: may be drawn upon in the event of a REP payment default. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 10 of 11 -------------------------------------------------------------------------------- ONCOR ELECTRIC DELIVERY JULY 25, 2003 TRANSITION BOND COMPANY LLC PRELIMINARY -------------------------------------------------------------------------------- All information in this Preliminary Term Sheet and Computational Materials, whether regarding the assets backing any securities discussed herein or otherwise, is preliminary and will be superseded by the information contained in any final Prospectus and related Prospectus Supplement for any securities actually sold to you. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Oncor Electric Delivery Transition Bond Company LLC and Oncor Electric Delivery Company with respect to the expected characteristics of the transition property securing these securities. The actual characteristics and performance of the transition property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Saber Partners, LLC, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc., Xxxxxxx, Xxxxx & Co., Xxxxxxx Xxxxx & Co., and their affiliates make no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such Offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Saber Partners, LLC, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxxx Xxxxx & Co. disclaim any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc., Xxxxxxx, Xxxxx & Co., Xxxxxxx Xxxxx & Co., and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxxx Xxxxx & Co. are acting as underwriters and not acting as agents for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Xxxxxx Xxxxxxx & Co. Incorporated, approved by Xxxxxx Xxxxxxx International Limited, a member of The Securities and Futures Authority, and by Xxxxxx Xxxxxxx Japan Ltd. We recommend that such investors obtain the advice of their Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Xxxxxxx International or Xxxxxx Xxxxxxx Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. The information herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or that any future offer of securities, instruments or transactions will conform to the terms hereof. Please refer to the important information and qualifications on the last page hereof when reviewing this information. Page 11 of 11