EXHIBIT 2
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT, dated as of
July 1, 2003 (this "Amendment"), by and between TXU Corp., a Texas corporation
(the "Company") and each of the entities listed on Schedule A attached hereto
(each, a "Holder" and collectively, "Holders").
WHEREAS, the Company and UXT Holdings LLC and UXT Intermediary
LLC (together, the "Initial Purchasers") have heretofore entered into a
Registration Rights Agreement, dated as of November 22, 2002, (the "Agreement";
capitalized terms used herein without definition having the meaning ascribed
thereto in the Agreement);
WHEREAS, on December 19, 2002 the Company and the Initial
Purchasers amended the Agreement pursuant to an Amendment No. 1 To Registration
Rights Agreement;
WHEREAS, on December 19, 2002, the Initial Purchasers, with
the consent of the Company and TXU Energy, transferred an aggregate of $250
million of the Notes to the Holders other than the Initial Purchasers;
WHEREAS, in connection with the above mentioned transfer the
Initial Purchasers assigned all of their rights and obligations under the
Agreement to such other Holders with respect to the transferred Notes;
WHEREAS, the Holders hold in the aggregate all of the
outstanding Notes;
WHEREAS, pursuant to Section 2.04 of the Notes, on the date
hereof the Holders will exchange (the "Exchange") their Notes for a preferred
equity interest in the Company ("Class B Preferred Membership Interests") having
substantially identical economic and other terms as the Notes and otherwise in
form and substance satisfactory to the Holders; and
WHEREAS, in contemplation of the Exchange, the Company and the
Holders desire to further amend the Agreement.
NOW, THERETOFORE, in consideration of the premises and the
covenants hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, it is agreed as follows:
1. Effective Period. The definition of "Effective Period"
contained in Section 1 of the Agreement is amended in its entirety to read as
follows:
"Effective Period" shall mean the period commencing with the
effective date of the Shelf Registration Statement and ending on the date that
is 180 days from the date that the number of Registrable Securities is less than
ten percent (10%) of the initial amount of
Registrable Securities; provided, however, that, for purposes of Section 12
hereof and Section 9 of the Exchange Agreement, "Effective Period" shall mean
the period ending on the date that the Purchasers and their Affiliates, as a
group, own Class B Preferred Membership Interests and Common Stock aggregating
less than $75,000,000 in aggregate unpaid liquidation value (determined, in the
case of Common Stock, on the basis of the Class B Preferred Membership Interest
Exercise Price at the date Exchange Rights are exercised with respect to such
Common Stock (as such terms are defined in the Exchange Agreement)).
2. "Registrable Securities" The definition of "Registrable
Securities" shall be amended by replacing the term "Notes" with the term "Class
B Preferred Membership Interests".
3. Added Definitions. The following definitions shall be added in
their entirety to Section 1 of the Agreement.
"Class B Preferred Membership Interests" shall have the
meaning set forth in the LLC Agreement.
"Exchange Agreement" means the Exchange Agreement, dated as of
November 22, 2002, among the Company, TXU Energy, UXT Intermediary LLC and UXT
Holdings LLC, as amended by Amendment No. 1 to the Exchange Agreement, dated as
of the date hereof, by and among the Company, TXU Energy and the entities listed
on Schedule A thereto, and as the same may be further amended from time to time
in accordance with the terms thereof.
"LLC Agreement" means the Company's Second Amended and
Restated Limited Liability Company Agreement dated as of July 1, 2003, as the
same may be amended from time to time in accordance with the terms thereof.
4. Amended Sections. (a) Sections 15(a), 15(e)(ii) and 15(e)(iii)
of the Agreement shall be amended by replacing in all instances the term "Notes"
with the term "Class B Preferred Membership Interests".
(b) Section 15(d)(i) of the Agreement shall be amended by
replacing "Shearman & Sterling" with "Shearman & Sterling LLP".
5. Other Amendments. All references to the "Agreement" in the
Agreement shall, from and after the date hereof, be deemed to refer to the
Agreement as amended by this Amendment.
6. Provisions of Agreement Not Otherwise Modified. Except as
specifically amended by this Amendment, the Agreement is hereby ratified,
approved and confirmed and remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
TXU CORP.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
UXT HOLDINGS LLC
By: DLJ Merchant Banking III, Inc.,
as Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Principal
UXT INTERMEDIARY LLC
By: UXT AIV, L.P., its Managing Member
By: DLJ Merchant Banking III, Inc.,
as Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Principal
XXXXXXXX XXXXX PENSION
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
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THE BUFFALO NEWS OFFICE PENSION PLAN
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
THE BUFFALO NEWS EDITORIAL PENSION
PLAN
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
CORNHUSKER CASUALTY COMPANY
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
FLIGHTSAFETY INTERNATIONAL INC.
RETIREMENT INCOME PLAN
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
FRUIT OF THE LOOM PENSION TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
4
GEICO CORPORATION PENSION PLAN
TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
GOVERNMENT EMPLOYEES INSURANCE
COMPANY
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
XXXXX XXXXXXXX CORPORATION MASTER
PENSION TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
XXXXXX BRANDS, INC. UNION PENSION PLAN
AND XXXXXX BRANDS, INC. PENSION PLAN &
TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
ACME BRICK COMPANY PENSION TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
5
XXXXX XXXXXX COMPANY COLLECTIVE
INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
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Schedule A
List of Entities
UXT Intermediary LLC
UXT Holdings LLC
Xxxxxxxx Xxxxx Pension
Buffalo News Office Pension Plan
Buffalo News Editorial Pension Plan
Cornhusker Casualty Company
FlightSafety International Inc. Retirement Income Plan
Fruit of the Loom Pension Trust
GEICO Corporation Pension Plan Trust
Government Employees Insurance Company
Xxxxx Xxxxxxxx Corporation Master Pension Trust
Xxxxxx Brands, Inc. Union Pension Plan and Xxxxxx Brands, Inc. Pension Plan and
Trust
Acme Brick Company Pension Trust
Xxxxx Xxxxxx Company Collective Investment Trust
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