REGISTRATION RIGHTS AGREEMENT OF ONCOR ELECTRIC DELIVERY COMPANY LLC Dated as of November 5, 2008Registration Rights Agreement • November 6th, 2008 • Oncor Electric Delivery Co LLC • Electric services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2008, is by and among Oncor Electric Delivery Company LLC, a Delaware limited liability company (the “Company”), Oncor Electric Delivery Holdings Company LLC, a Delaware limited liability company (together with any permitted successor or assign, the “Initial Member”), Energy Future Holdings Corp., a Texas corporation (solely for purposes of Section 11) (“EFH”) and Texas Transmission Investment LLC, a Delaware limited liability company (together with any Permitted Transferees, the “Minority Member”), and each of the parties listed on the signature pages hereto. Each of the Persons listed on the signature pages hereto (other than the Company) and any other Person who may become a party hereto pursuant to Section 12(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders”.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONCOR ELECTRIC DELIVERY COMPANY LLC Dated as of November 5, 2008Limited Liability Company Agreement • November 6th, 2008 • Oncor Electric Delivery Co LLC • Electric services • Delaware
This Second Amended and Restated Limited Liability Company Agreement of ONCOR ELECTRIC DELIVERY COMPANY LLC (the “Company”), is entered into as of November 5, 2008 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”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • November 6th, 2008 • Oncor Electric Delivery Co LLC • Electric services • Texas
THIS AMENDED AND RESTATED TAX SHARING AGREEMENT, dated as of November 5, 2008, is among Energy Future Holdings Corp., a Texas corporation (“EFH”), Oncor Electric Delivery Holdings LLC, a Delaware limited liability company (“Oncor Holdings”) that is a wholly owned subsidiary of Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFI”), which is itself a wholly-owned subsidiary of EFH, Oncor Electric Delivery Company LLC, a Delaware liability company (“Oncor”), approximately 80.04% of the membership interests of which are held by Oncor Holdings, Texas Transmission Investment LLC, a Delaware limited liability company (“Minority Investor”), a Delaware limited liability company, and holder of 19.75% of the membership interests in Oncor, and Oncor Management Investment LLC (“Management Investor”), a Delaware limited liability company and holder of approximately 0.21% of the membership interests in Oncor (EFH, Oncor Holdings, Oncor, Minority Investor and Man
INVESTOR RIGHTS AGREEMENT CONFIDENTIALInvestor Rights Agreement • November 6th, 2008 • Oncor Electric Delivery Co LLC • Electric services • New York
This INVESTOR RIGHTS AGREEMENT dated as of November 5, 2008 (this “Agreement”), is being entered into by and among Oncor Electric Delivery Company LLC, a Delaware limited liability company (the “Company”), 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”), Energy Future Holdings Corp., a Texas Corporation (“EFH”) and any other Persons that may hereafter become a party hereto (collectively with the Initial Member and the Minority Member, the “Members”).
