exv10w1






Exhibit 10.1




SECOND 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 September 3, 2010




THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY.




THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS.






 









 








SECOND AMENDMENT

TO

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING




     THIS SECOND AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this
“Amendment”) is executed to be effective as of September 3, 2010, 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 to Collateral Agent, which was filed of record with the Texas
Secretary of State pursuant to Section 261.004 of the Texas Business and Commerce Code on May 15,
2008 under file number 08-0016750724, which has been amended by that certain First Amendment to
Deed of Trust, Security Agreement and Fixture Filing dated as of March 2, 2009 to Collateral Agent,
which was filed of record with the Texas Secretary of State pursuant to Section 261.004 of the
Texas Business and Commerce Code on March 13, 2009 under file number 09-00072022 (as so amended,
the “Deed of Trust”)



     B. Pursuant to Section 7.1 of the Deed of Trust, Grantor wishes to amend the Deed of Trust to
eliminate the right of the Grantor to obtain a release of the Lien of the Deed of Trust under
certain circumstances.



     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. Amendments.




     (a) The last paragraph of Section 2 of the Deed of Trust is hereby deleted in its
entirety and the following is inserted in lieu thereof:




“TO HAVE AND TO HOLD the Mortgaged Property unto the Collateral Agent, its
successors and assigns for the uses and purposes set forth herein, until the
Obligations are fully paid and performed.”




     (b) The last sentence of Section 20.8 of the Deed of Trust is hereby deleted in its
entirety.



     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 one or more of the provisions contained in this
Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect,



2









 




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. Grantor and the representative thereof executing this Amendment on its
behalf represent 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 Grantor.



     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 by and construed in accordance with the laws of the State of New
York.



[Signature Page Follows.]









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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, Vice President & Treasurer 	 
	 	 	 	 
	 



STATE OF TEXAS




COUNTY OF DALLAS



This instrument was acknowledged before me this 3rd day of September 2010, by John M.
Casey, Vice President & Treasurer of ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited
liability company, on behalf of said limited liability company.




	 	 	 	 	 
	 	 	 
	 	                                                   /s/ Eloise B. Long
 	 
	 	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 Agard
 	 
	 	 	Kimberly Agard, Vice President 	 
	 	 	 	 
	 



STATE OF NEW YORK




COUNTY OF QUEENS



This instrument was acknowledged before me this 3rd day of September 2010, by Kimberly
Agard, a Vice President of THE BANK OF NEW YORK MELLON, a New York banking corporation, on behalf
of said banking corporation.




	 	 	 	 	 
	 	 	 
	 	                                                   /s/ Anna Yiu
 	 
	 	Notary Public in and for the State of New York