EXHIBIT 3(C)
SECOND DEED OF AMENDMENT
between
TXU AUSTRALIA HOLDINGS (AGP) PTY LIMITED
(ACN 086 014 931)
TXU AUSTRALIA (LP) NO.1 LIMITED
(No. 3679715)
(ARBN 086 406 733)
TXU AUSTRALIA (LP) NO.2 LIMITED
(No. 3679712)
(ARBN 086 406 724)
XXXXX & MC.KENZIE
Solicitors
Xxxxx 00, Xxxxxx Xxxxx 00, XXX Xxxxxx
000 Xxxxxxx Xxxxxx 50 Bridge Street
MELBOURNE VIC 3000 XXXXXX XXX 0000
Tel: (00) 0000-0000 Tel: (00) 0000-0000
Fax: (00) 0000-0000 Fax: (00) 0000-0000
SECOND DEED OF AMENDMENT
THIS DEED is made on the 16th day of May, 2000.
BETWEEN
TXU AUSTRALIA HOLDINGS (AGP) PTY LIMITED (ACN 086 014 931) of Xxxxx 00, 000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 0000;
TXU AUSTRALIA (LP) NO.1 LIMITED (No. 3679715) (ARBN 086 406 733) of Xxxxxxx
Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX;
AND
TXU AUSTRALIA (LP) NO.2 LIMITED (No. 3679712) (ARBN 086 406 724) of Xxxxxxx
Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX.
(collectively the "Partners").
RECITALS
A. The Partners have previously entered into a Limited Partnership Deed ("the
Partnership Deed") dated 27 January 1999 and a Deed of Amendment dated 23
February 1999.
B. The Partners have agreed to make the following amendments to the
Partnership Deed.
OPERATIVE PROVISIONS
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1. AMENDMENTS TO PARTNERSHIP DEED
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With effect on and from 8 December 1999, the Partnership Deed shall be amended
as follows:
(a) Clause 12.1 (c) is deleted and the following is inserted in its place:
"The Partnership shall dissolve and commence winding up and
liquidating 90 days after an Insolvency Event occurring in respect of
a Partner, provided however, a dissolution shall not occur, and the
Partnership shall not be required to be wound up or liquidated, if,
within 90 days after such Insolvency Event, the General Partner gives
notice in writing to all Partners of the continuation of the
Partnership, at a time when there is at least one general partner and
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one limited partner (none of which is the subject of an Insolvency
Event) to continue the Partnership Business."
(b) Replace the Schedule to the Partnership Deed, with the Schedule set out
below, representing an additional capital contribution by the Partners of:
General Partner $180,000.00
Partner 1 $17,910,000.00
Partner 2 $17,910,000.00
SCHEDULE
PARTNER INTERESTS
OWNERSHIP PERCENTAGE CAPITAL CONTRIBUTION
General Partner 0.5% $180,001.00
Partner 1 49.75% $480,410,000.00
Partner 2 49.75% $480,410,000.00
EXECUTED as a Deed.
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SIGNED, SEALED AND DELIVERED )
for and on behalf of )
TXU AUSTRALIA HOLDINGS (AGP) PTY )
LTD )
by a duly appointed attorney )
in the presence of: )
Xxxxxx Xxxxx (signed) Theo Kindynis (signed)
---------------------------------- ----------------------------------
Signature of Witness Signature of Attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)
Xxxxxx Xxxxx Theo Kindynis
---------------------------------- ----------------------------------
Name of Witness (please print) Name of Attorney (please print)
SIGNED, SEALED AND DELIVERED )
for and on behalf of )
TXU AUSTRALIA (LP) NO.1 LIMITED )
by a duly appointed attorney )
in the presence of: )
Xxxxxx Xxxxx (signed) Theo Kindynis (signed)
---------------------------------- ----------------------------------
Signature of Witness Signature of Attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)
Xxxxxx Xxxxx Theo Kindynis
---------------------------------- ----------------------------------
Name of Witness(please print) Name of Attorney (please print)
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SIGNED, SEALED AND DELIVERED )
for and on behalf of )
TXU AUSTRALIA (LP) NO.2 LIMITED )
by a duly appointed attorney )
in the presence of: )
Xxxxxx Xxxxx (signed) Theo Kindynis (signed)
---------------------------------- ----------------------------------
Signature of Witness Signature of Attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)
Xxxxxx Xxxxx Theo Kindynis
---------------------------------- ----------------------------------
Name of Witness (please print) Name of Attorney (please print)
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