Joinder Agreement, dated as of May 15, 2012



 Exhibit 10.1 
 JOINDER AGREEMENT 
 This JOINDER AGREEMENT is entered into as of
May 15, 2012 (this “Agreement”) among Oncor Electric Delivery Company LLC (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement referred to below (the
“Administrative Agent”), each party that executes and delivers a signature page hereto as an “Incremental Lender” (the “Incremental Lenders”), the Swingline Lender (as defined in the Credit
Agreement) and each Fronting Bank (as defined in the Credit Agreement), and is executed and delivered pursuant to Section 2.19(c) of the Credit Agreement. 
 Reference is made to (i) the Amended and Restated Revolving Credit Agreement, dated as of October 11, 2011 (the “Credit Agreement”), among the Borrower, the
Administrative Agent, the Swingline Lender, the Fronting Banks and the Lenders (such term and other capitalized terms defined in the Credit Agreement are used herein as defined therein), and (ii) a letter, dated May 1, 2012, from the
Borrower pursuant to which the Borrower has requested an Incremental Commitment Increase pursuant to Section 2.19(a) of the Credit Agreement. 
 The Borrower and each Incremental Lender hereby agree that, subject to the satisfaction of the conditions precedent set forth in Section 2.19(b) of the Credit Agreement and the payment by the
Borrower to each Incremental Lender of a fee equal to 0.25% of such Incremental Lender’s share of the Incremental Commitment Increase, the amount of the Commitment of such Incremental Lender shall be increased by the amount set forth opposite
such Incremental Lender’s name on such Incremental Lender’s signature page. The Agreement is subject to the provisions of Sections 8.05, 8.07, 8.12, 8.15, 8.19 and 8.21 of the Credit Agreement, each of which is incorporated herein by
reference, mutatis mutandis. 
 Except as expressly set forth herein, this Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, any Fronting Bank, the Swingline Lender or any Lender under the Credit Agreement or any other Credit Document and shall not
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed by the Borrower in all respects and
shall continue in full force and effect. 
 [signature pages follow] 







 IN WITNESS WHEREOF, each party named below has executed this Agreement and delivered the
same to the Administrative Agent for the benefit of each party to the Credit Agreement as of the date and year first above written. 
  

			
	ONCOR ELECTRIC DELIVERY COMPANY LLC
		
	By	 	/s/ John M. Casey
		 	  

		 	John M. Casey
		 	Vice President - Treasurer



  
 [Signature
Page to Oncor Joinder Agreement] 








 
			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent, Swingline Lender and Fronting Bank
		
	By	 	/s/ Peter Christensen
		 	  

		 	Peter Christensen
		 	Vice President
	
	BARCLAYS BANK PLC,
	as Fronting Bank
		
	By	 	/s/ May Huang
		 	  

		 	May Huang
		 	Assistant Vice President
	
	BANK OF AMERICA, N.A.,
	as Fronting Bank
		
	By	 	/s/ Mike Mason
		 	  

		 	Mike Mason
		 	Director
	
	CITIBANK, N.A.,
	as Fronting Bank
		
	By	 	/s/ Anita J. Brickell
		 	  

		 	Anita J. Brickell
		 	Vice President
	
	THE ROYAL BANK OF SCOTLAND PLC,
	as Fronting Bank
		
	By	 	/s/ Emily Freedman
		 	  

		 	Emily Freedman
		 	Vice President



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 JPMORGAN CHASE BANK, N.A.,
 as Incremental Lender

				
		 		 	By	 	/s/ Peter Christensen
		 		 		 	Peter Christensen
		 		 		 	Vice President


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 BARCLAYS BANK, PLC,

as Incremental Lender

				
		 		 	By	 	/s/ Michael Mozer
		 		 		 	Michael Mozer
		 		 		 	Vice President


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 BANK OF AMERICA, N.A.,
 as Incremental Lender

				
		 		 	By	 	/s/ Mike Mason
		 		 		 	 Mike Mason

Director



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 CITIBANK, N.A.,
 as
Incremental Lender

				
		 		 	By	 	/s/ Anita J. Brickell
		 		 		 	 Anita J. Brickell
 Vice
President



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 THE ROYAL BANK OF SCOTLAND PLC,
 as Incremental Lender

				
		 		 	By	 	/s/ Emily Freedman
		 		 		 	 Emily Freedman
 Vice
President



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$55,000,000
	 		 	 ROYAL BANK OF CANADA,
 as Incremental Lender

				
		 		 	By	 	/s/ Frank Lambrinos
		 		 		 	 Frank Lambrinos
 Authorized
Signatory



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as Incremental Lender

				
		 		 	By	 	/s/ Alain Daoust
		 		 		 	 Alain Daoust

		 		 		 	Director
				
		 		 	By	 	/s/ Kevin Buddhdew
		 		 		 	Kevin Buddhdew
		 		 		 	Associate


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$35,000,000
	 		 	 MORGAN STANLEY SENIOR FUNDING, INC.,
 as Incremental Lender

				
		 		 	By	 	/s/ Kelly Chin
		 		 		 	 Kelly Chin

		 		 		 	Vice President


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$25,000,000
	 		 	 UNION BANK, N.A.,

as Incremental Lender

				
		 		 	By	 	/s/ Jeff Fesenmaier
		 		 		 	 Jeff Fesenmaier
 Vice
President



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$25,000,000
	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Incremental Lender

				
		 		 	By	 	/s/ Scott Bjelde
		 		 		 	 Scott Bjelde
 Managing
Director



  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$25,000,000
	 		 	 U.S. BANK NATIONAL ASSOCIATION,
 as Incremental Lender

				
		 		 	By 	 	/s/ Eric J. Cosgrove
		 		 		 	Eric J. Cosgrove
		 		 		 	Vice President


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$10,000,000
	 		 	 THE NORTHERN TRUST COMPANY,
 as Incremental Lender

				
		 		 	By 	 	/s/ Morgan A. Lyons
		 		 		 	 Morgan A. Lyons

		 		 		 	Senior Vice President


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$10,000,000
	 		 	 PNC BANK, NATIONAL ASSOCIATION,
 as Incremental Lender

				
		 		 	By 	 	/s/ M. Colin Warman
		 		 		 	 M. Colin Warman

		 		 		 	Vice President


  
 [Signature
Page to Oncor Joinder Agreement] 









							
	 Incremental Commitment:

$5,000,000
	 		 	 BOKF, N.A. DBA BANK OF TEXAS,
 as Incremental Lender

				
		 		 	By 	 	/s/ Alan R. Morris
		 		 		 	 Alan R. Morris

		 		 		 	Vice President


  
 [Signature
Page to Oncor Joinder Agreement]