EX-4.12



 Exhibit 4.12 

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 SECURITY INTEREST BY A UTILITY. 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. 







 FIRST AMENDMENT 

TO 
 DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING 
 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. 
 RECITALS: 

A. Grantor executed and delivered that certain Deed of Trust, Security Agreement and Fixture Filing dated as of May 15, 2008 (the
“Deed of Trust”) to the Collateral Agent, which was filed of record with the Texas Secretary of State pursuant to Section 35.02 of the Texas Business and Commerce Code on May 15, 2008 under file number
08-0016750724. 
 B. Pursuant to Section 7.1(e) of the Deed of Trust, Grantor wishes to amend the Deed of Trust to correct the figure
set forth therein with respect to Available Bond Credits. 
 C. Grantor has furnished to the Collateral Agent an Officer’s Certificate
and an Opinion of Counsel pursuant to Section 25 of the Deed of Trust. 
 D. Grantor has duly authorized the execution and delivery of
this Amendment and hereby requests the Collateral Agent to execute and deliver this Amendment. 
 E. All things necessary to make this
Amendment a valid and binding agreement of the Grantor and an amendment to the Deed of Trust in accordance with its terms have been done and performed. 

AGREEMENT: 
 FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Grantor and Collateral Agent hereby agree as follows: 

1. Definitions. Capitalized terms used in this Amendment shall have the same meaning as ascribed to such terms in the Deed of Trust
unless defined otherwise herein. 
 2. Amendment. The definition of “Available Bond Credits” in Section 1 of the Deed
of Trust is hereby deleted in its entirety and the following is inserted in lieu thereof: 
 “Available Bond Credits”
as of the Execution Date equals $2,241,394,604. Thereafter, Available Bond Credits shall be (a) increased by the principal amount of Obligations (other than Deed of Trust Obligations) paid, retired or cancelled or for the payment of which money
has been deposited with the applicable Secured Party Representative, and (b) decreased by the principal amount of Additional Obligations secured pursuant to Section 22 hereof. 







 3. Ratification. Except as expressly set forth herein, this Amendment shall not alter,
amend, modify or otherwise affect the terms, provisions and conditions of the Credit Documents, and Grantor hereby ratifies, confirms and agrees that the Credit Documents and all liens, security interests, assignments, powers, indemnities, waivers
and other rights created for Collateral Agent’s benefit thereunder, including, without limitation, the lien created by the Deed of Trust, as amended by this Amendment, shall continue to secure, in the same manner, in the same priority and to
the same extent set forth therein, the payment and performance of the Obligations, and all of same are hereby renewed, extended, carried forward, ratified and confirmed and shall be deemed for all purposes in full force and effect. 

4. No Waiver. The execution and/or acceptance of this Amendment by Grantor shall not be deemed or construed as: (a) a novation or
an accord and satisfaction of any of Grantor’s duties, obligations and liabilities contained in the Credit Documents, as amended; (b) a waiver, modification, restriction or limitation of any and all of the Collateral Agent’s rights
and benefits arising under the Credit Documents by operation of law, or otherwise, to demand full, complete and strict performance of the duties, obligations and liabilities contained in the Credit Documents, as amended; or (c) an obligation of
the Collateral Agent to grant Grantor any future or further modification, renewal, extension and/or amendment to the Deed of Trust, as amended hereby, or any or all of the other Credit Documents. 

5. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts
with the same effect as if the signature thereto and hereto were upon the same instrument, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

6. Severability. In the event any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been
included. 
 7. Entire Agreement. This Amendment and the Credit Documents as amended in writing and signed by the parties represent
the entire agreement of the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party relative to the subject matter hereof not expressly set forth or referred to herein or
therein. 
 8. Further Amendment. Neither this Amendment nor any terms hereof may be amended, supplemented or modified except by a
written instrument executed by the parties in accordance with the terms and conditions of the Deed of Trust. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 







 9. Authority. The Grantor and the respective representative thereof executing this
Amendment on its behalf, each represents that such representative has full power, authority and legal right to execute and deliver this Amendment and that the same constitutes a valid and binding obligation of such party. 

10. Collateral Agent. The Collateral Agent shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Amendment or for or in respect of the recitals contained herein, all of which recitals are made solely by the Grantor. 

11. Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of Texas,
except that Grantor expressly acknowledges that all of the rights, benefits, privileges, immunities and obligations of the Collateral Agent under this Amendment shall be governed and construed in accordance with the laws of the State of New York.

 [Signature Page Follows.] 







 This Amendment has been duly executed by Grantor as of the date first above written and is intended to be
effective as of such date. 
  

			
	 ONCOR ELECTRIC DELIVERY COMPANY LLC,

a Delaware limited liability company

		
	 By:  
	 	 /s/ John M. Casey

		 	John M. Casey, Treasurer


  

					
	STATE OF TEXAS	  	 	        §	  
		  	 	§	  
	COUNTY OF DALLAS	  	 	§	  

 This instrument was acknowledged before me this 27th day of February 2009, by John M. Casey, Treasurer of ONCOR ELECTRIC
DELIVERY COMPANY LLC, a Delaware limited liability company, on behalf of said limited liability company. 
  

	
	 /s/ Anna R. Hines

	 Notary Public in and for the State of Texas










 This Amendment has been duly executed by Collateral Agent as of the date first above written and
is intended to be effective as of such date. 
  

			
	THE BANK OF NEW YORK MELLON, a New York banking corporation, as Collateral Agent
		
	 By:  
	 	 /s/ Kimberly P. Davidson



  

					
	STATE OF NEW YORK	  	 	        §	  
		  	 	§	  
	COUNTY OF NEW YORK	  	 	§	  

 This instrument was acknowledged before me this 2 day of March 2009, by Kimberly P. Davidson, a Vice President of THE BANK OF
NEW YORK MELLON, a New York banking corporation, on behalf of said banking corporation. 
  

	
	 /s/ Carlos R. Luciano

	Notary Public in and for the State of New York