sv4
As filed
with the Securities and Exchange Commission on April 1,
2011
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Oncor Electric Delivery Company
LLC
(Exact name of registrant issuer
as specified in its charter)
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Delaware
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4911
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75-2967830
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(State or other jurisdiction
of
incorporation)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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1601 Bryan Street
Dallas, Texas
75201-3411
(214) 486-2000
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
E. Allen Nye, Jr.
Senior Vice President, General Counsel & Corporate
Secretary
1601 Bryan Street
Dallas, Texas
75201-3411
(214) 486-2000
(214) 486-2067
(facsimile)
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies of communications to:
W. Crews Lott
Baker & McKenzie LLP
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 978-3000
(214) 978-3099
(facsimile)
Approximate date of commencement of proposed exchange
offers: As soon as practicable after this
Registration Statement is declared effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, please
check the following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
(Do not check if a smaller reporting company)
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Smaller reporting
company o
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If applicable, place an X in the box to designate the
appropriate rule provision relied upon in conducting this
transaction:
Exchange Act
Rule 13e-4(i)
(Cross-Border Issuer Tender
Offer) o
Exchange Act
Rule 14d-1(d)
(Cross-Border Third-Party Tender
Offer) o
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering
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Aggregate
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Registration
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Securities to be Registered
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Registered
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Price per Note
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Offering Price(1)
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Fee
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5.00% Senior Secured Notes due 2017
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$324,405,000
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100%
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$324,405,000
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$37,664
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5.75% Senior Secured Notes due 2020
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$126,278,000
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100%
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$126,278,000
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$14,661
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5.25% Senior Secured Notes due 2040
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$475,000,000
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100%
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$475,000,000
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$55,148
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(1)
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Estimated solely for the purpose of
calculating the registration fee under Rule 457(f) of the
Securities Act of 1933, as amended.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this prospectus is not complete and may be
changed. We may not complete the exchange offers or sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities, and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED
APRIL 1, 2011
PROSPECTUS
ONCOR ELECTRIC DELIVERY COMPANY
LLC
Offers to
Exchange
$324,405,000 aggregate principal
amount of its 5.00% Senior Secured Notes due 2017,
$126,278,000
aggregate principal amount of its 5.75% Senior Secured
Notes due 2020 and $475,000,000 aggregate
principal amount of its 5.25% Senior Secured Notes due 2040
(collectively, the exchange notes),
each of which have been registered under the Securities Act of
1933, as amended (the Securities
Act), for any and all of its outstanding 5.00% Senior
Secured Notes due 2017, 5.75% Senior
Secured Notes due 2020 and 5.25% Senior Secured Notes due
2040 (collectively,
the outstanding notes), respectively (such transactions,
collectively, the exchange offers)
We are conducting the exchange offers in order to provide you
with an opportunity to exchange your unregistered outstanding
notes for the exchange notes that have been registered under the
Securities Act.
The
Exchange Offers
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We will exchange all outstanding notes that are validly tendered
and not validly withdrawn for an equal principal amount of
exchange notes that are registered under the Securities Act.
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You may withdraw tenders of outstanding notes at any time prior
to the expiration of the exchange offers.
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The exchange offers expire at 11:59 p.m., New York City
time,
on ,
2011, unless extended. We do not currently intend to extend the
expiration date.
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The exchange of outstanding notes for exchange notes in the
exchange offers will not be a taxable event for US federal
income tax purposes.
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The terms of the exchange notes to be issued in the exchange
offers are substantially identical to the outstanding notes of
the respective series, except that the exchange notes will be
registered under the Securities Act, do not have any transfer
restrictions and do not have registration rights or additional
interest provisions.
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Results
of the Exchange Offers
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Except as prohibited by applicable law, the exchange notes may
be sold in the
over-the-counter
market, in negotiated transactions or through a combination of
such methods. There is no existing market for the exchange notes
to be issued, and we do not plan to list the exchange notes on a
national securities exchange or market.
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We will not receive any proceeds from the exchange offers.
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All untendered outstanding notes will remain outstanding and
continue to be subject to the restrictions on transfer set forth
in the outstanding notes and in the indenture governing the
outstanding notes. In general, the outstanding notes may not be
offered or sold, unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities
laws. Other than in connection with the exchange offers, we do
not currently anticipate that we will register the outstanding
notes under the Securities Act.
Each broker-dealer that receives exchange notes for its own
account in the exchange offers must acknowledge that it will
deliver a prospectus in connection with any resale of those
exchange notes. The letter of transmittal states that by so
acknowledging and delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an underwriter
within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with
resales of exchange notes received in exchange for outstanding
notes where the broker-dealer acquired such outstanding notes as
a result of market-making or other trading activities.
We have agreed to keep effective the registration statement of
which this prospectus is a part until the earlier of
90 days after the completion of the exchange offers or such
time as broker-dealers no longer own any notes. See Plan
of Distribution.
See Risk Factors beginning on page 10 for a
discussion of certain risks that you should consider before
participating in the exchange offers.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the
exchange notes to be distributed in the exchange offers or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus
is ,
2011.
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not
authorized anyone to provide you with additional or different
information. The prospectus may be used only for the purposes
for which it has been published, and no person has been
authorized to give any information not contained herein. If you
receive any other information, you should not rely on it. You
should assume that the information contained in this prospectus
is accurate only as of the date on the front cover of this
prospectus and that any information we have incorporated by
reference is accurate only as of the date that the document
incorporated by reference was filed with the SEC. Our business
profile, financial condition, results of operations or prospects
may have changed since that date. You should not rely on or
assume the accuracy of any representation or warranty in any
agreement that we have filed as an exhibit to the registration
statement of which this prospectus is a part or that we may
otherwise publicly file in the future because such
representation or warranty may be subject to exceptions and
qualifications contained in separate disclosure schedules, may
represent the parties risk allocation in the particular
transaction, may be qualified by materiality standards that
differ from what may be viewed as material for securities law
purposes or may no longer continue to be true as of any given
date. No offer of these securities is being made in any
jurisdiction where such offer is prohibited.
TABLE OF
CONTENTS
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Page
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10
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13
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42
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46
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Notice of
Corporate Separateness
Pursuant to commitments made to the Public Utility Commission
of Texas, we and our majority equity investor, Energy Future
Holdings Corp., have implemented certain structural and
operational ring-fencing measures that are intended
to further separate us from Energy Future Holdings Corp. and
certain of its other subsidiaries. See Prospectus
Summary and our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 for more
information regarding these ring-fencing measures.
By your receipt of this prospectus, you acknowledge the notice
of corporate separateness given hereby.
PROSPECTUS
SUMMARY
This summary highlights selected information appearing
elsewhere in this prospectus. This summary is not complete and
does not contain all of the information that you should consider
before participating in the exchange offers. You should
carefully read the entire prospectus and the information that is
incorporated into this prospectus by reference, including our
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 (2010
Form 10-K)
and the information in the section in the 2010
Form 10-K
entitled Risk Factors. See the sections entitled
Available Information and Incorporation by
Reference. Unless the context otherwise requires or as
otherwise indicated, references in this prospectus to
Oncor, we, our and
us refer to Oncor Electric Delivery Company LLC and
its consolidated subsidiary. References to EFH Corp.
refer to Energy Future Holdings Corp.,
and/or its
subsidiaries, depending on context.
Our
Business
We are a regulated electricity transmission and distribution
company that provides the essential service of delivering
electricity safely, reliably and economically to end-use
consumers through our distribution systems, as well as providing
transmission grid connections to merchant generation plants and
interconnections to other transmission grids in Texas. We are
neither a seller of electricity nor a purchaser of electricity
for resale. We provide transmission services to other
electricity distribution companies, cooperatives and
municipalities. We provide distribution services to retail
electric providers (REPs) that sell power to retail customers in
the north-central, eastern and western parts of Texas. This
territory has an estimated population in excess of seven
million, about one-third of the population of Texas, and
comprises 91 counties and over 400 incorporated municipalities,
including Dallas/Fort Worth and surrounding suburbs, as
well as Waco, Wichita Falls, Odessa, Midland, Tyler and Killeen.
We operate the largest transmission and distribution system in
Texas, delivering electricity to approximately three million
homes and businesses and operating more than 118,000 miles
of transmission and distribution lines. Most of our power lines
have been constructed over lands of others pursuant to easements
or along public highways, streets and
rights-of-way
as permitted by law. At December 31, 2010, we had
approximately 3,800 full-time employees, including
approximately 640 in a collective bargaining unit.
Our transmission customers consist of municipalities, electric
cooperatives and other distribution companies. Our distribution
customers consist of more than 75 REPs in our certificated
service area, including our affiliate, Texas Competitive
Electric Holdings Company LLC (formerly TXU Energy Company LLC),
an indirect subsidiary of EFH Corp. (TCEH). Distribution
revenues from TCEH represented 36% of our total revenues for
2010, and revenues from subsidiaries of Reliant Energy, Inc.,
each of which is a non-affiliated REP, represented 12% of our
total revenues for 2010. No other customer represented more than
10% of our total operating revenues. The consumers of the
electricity delivered by us are free to choose their electricity
supplier from REPs who compete for their business.
We are a direct subsidiary of Oncor Electric Delivery Holdings
Company LLC (Oncor Holdings), which is an indirect, wholly-owned
subsidiary of EFH Corp. (formerly TXU Corp.). As of
March 30, 2011, Oncor Holdings owned 80.03% of our
outstanding equity interests, Texas Transmission Investment LLC
(Texas Transmission) owned 19.75% of our equity interests, and
certain members of our management and board of directors
indirectly beneficially owned 0.22% of our equity interests
through Oncor Management Investment LLC.
On October 10, 2007, we were converted from a Texas
corporation to a Delaware limited liability company in
connection with the merger of Texas Energy Future Merger Sub
Corp (Merger Sub) with and into EFH Corp. (the Merger). As a
result of the Merger, investment funds associated with or
designated by Kohlberg Kravis Roberts & Co. L.P.
(KKR), TPG Capital, L.P. (TPG) and Goldman Sachs & Co.
(Goldman Sachs and, together with KKR and TPG, the Sponsor
Group), and certain other co-investors (collectively with the
Sponsor Group, the Investors), own EFH Corp. through Texas
Energy Future Holdings Limited Partnership (Texas Holdings),
with the Sponsor Group controlling Texas Holdings general
partner, Texas Energy Future Capital Holdings LLC.
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Various ring-fencing measures have been taken to
enhance our credit quality. These measures serve to mitigate our
and Oncor Holdings credit exposure to Texas Holdings and
its direct and indirect subsidiaries (Texas Holdings Group) and
to reduce the risk that the assets and liabilities of Oncor or
Oncor Holdings would be substantively consolidated with the
assets and liabilities of the Texas Holdings Group in the event
of a bankruptcy of one or more of those entities. Such measures
include, among other things: our sale of a 19.75% equity
interest to Texas Transmission in November 2008; maintenance of
separate books and records for Oncor Holdings and its direct and
indirect subsidiaries (Oncor Ring-Fenced Entities); our board of
directors being comprised of a majority of independent
directors, and prohibitions on the Oncor Ring-Fenced
Entities providing credit support to, or receiving credit
support from, any member of the Texas Holdings Group. The assets
and liabilities of the Oncor Ring-Fenced Entities are separate
and distinct from those of the Texas Holdings Group, and none of
the assets of the Oncor Ring-Fenced Entities are available to
satisfy the debt or other obligations of any member of the Texas
Holdings Group. We do not bear any liability for debt or
contractual obligations of the Texas Holdings Group, and vice
versa. Accordingly, our operations are conducted, and our cash
flows managed, independently from the Texas Holdings Group.
We are a limited liability company organized under the laws of
the State of Delaware, formed in 2007 as the successor entity to
Oncor Electric Delivery Company, formerly known as TXU Electric
Delivery Company, a corporation formed under the laws of the
State of Texas in 2001. Our principal executive offices are
located at 1601 Bryan Street, Dallas, TX 75201. The telephone
number of our principal executive offices is
(214) 486-2000.
Our Internet address is
http://www.oncor.com.
Information on our website or available by hyperlink from our
website does not constitute part of this prospectus.
The
Exchange Offers
In September 2010, we issued the outstanding
5.25% Senior Secured Notes due 2040 (outstanding 2040
notes) in a private offering. In October 2010, pursuant to
a private exchange offer, we issued the outstanding
5.00% Senior Secured Notes due 2017 (outstanding 2017
notes) and 5.75% Senior Secured Notes due 2020
(outstanding 2020 notes, and collectively with the
outstanding 2010 notes and the outstanding 2017 notes, the
outstanding notes) in exchange for equal principal
amounts of our then-outstanding 6.375% Senior Secured Notes
due 2012 and 5.95% Senior Secured Notes due 2013,
respectively. The term 2017 exchange notes refers to
the 5.00% Senior Secured Notes due 2017, the term
2020 exchange notes refers to the 5.75% Senior
Secured Notes due 2020 and the term 2040 exchange
notes refers to the 5.25% Senior Secured Notes due
2040, each as registered under the Securities Act, and all of
which collectively are referred to as the exchange
notes. The term notes collectively refers to
the outstanding notes and the exchange notes.
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General |
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In connection with the private offerings of the outstanding
notes, we entered into registration rights agreements with the
initial purchasers/dealer managers in such offerings pursuant to
which we agreed, among other things, to deliver this prospectus
to you and to use commercially reasonable efforts to complete
the exchange offers within 315 days after the date of
original issuance of the outstanding notes. You are entitled to
exchange in the exchange offers your outstanding notes for the
respective series of exchange notes that are identical in all
material respects to the outstanding notes except: |
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the exchange notes have been registered under the
Securities Act;
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the exchange notes are not entitled to any
registration rights which are applicable to the outstanding
notes under the registration rights agreement; and
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the additional interest provisions of the
registration rights agreement are not applicable.
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The Exchange Offers |
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We are offering to exchange: |
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$324,405,000 aggregate principal amount of
5.00% Senior Secured Notes due 2017 that have been
registered under the Securities Act for any and all of our
existing 5.00% Senior Secured Notes due 2017;
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$126,278,000 aggregate principal amount of
5.75% Senior Secured Notes due 2020 that have been
registered under the Securities Act for any and all of our
existing 5.75% Senior Secured Notes due 2020; and
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$475,000,000 aggregate principal amount of
5.25% Senior Secured Notes due 2040 that have been
registered under the Securities Act for any and all of our
existing 5.25% Senior Secured Notes due 2040.
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You may only exchange outstanding notes in minimum denominations
of $2,000 and integral multiples of $1,000 in excess of $2,000. |
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Resale |
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Based on an interpretation by the staff of the SEC set forth in
no-action letters issued to third parties, we believe that the
exchange notes issued pursuant to the exchange offers in
exchange for the outstanding notes may be offered for resale,
resold and otherwise transferred by you (unless you are our
affiliate within the meaning of Rule 405 under
the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided
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you are acquiring the exchange notes in the ordinary
course of your business; and
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you have not engaged in, do not intend to engage in,
and have no arrangement or understanding with any person to
participate in, a distribution of the exchange notes.
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If you are a broker-dealer and receive exchange notes for your
own account in exchange for outstanding notes that you acquired
as a result of market-making activities or other trading
activities, you must acknowledge that you will deliver this
prospectus in connection with any resale of the exchange notes
and that you are not our affiliate and did not purchase your
outstanding notes from us or any of our affiliates. See
Plan of Distribution. |
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Any holder of outstanding notes who: |
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is our affiliate;
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does not acquire exchange notes in the ordinary
course of its business; or
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tenders its outstanding notes in the exchange offers
with the intention to participate, or for the purpose of
participating, in a distribution of exchange notes
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cannot rely on the position of the staff of the SEC enunciated
in Morgan Stanley & Co. Incorporated (available
June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as |
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interpreted in Shearman & Sterling (available
July 2, 1993), or similar no-action letters and, in the
absence of an exemption therefrom, must comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with any resale of the exchange
notes. |
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Our belief that the exchange notes may be offered for resale
without compliance with the registration or prospectus delivery
provisions of the Securities Act is based on interpretations of
the SEC for other exchange offers that the SEC expressed in some
of its no-action letters to other issuers in exchange offers
like ours. We cannot guarantee that the SEC would make a similar
decision about our exchange offers. If our belief is wrong, or
if you cannot truthfully make the representations mentioned
above, and you transfer any exchange note issued to you in the
exchange offers without meeting the registration and prospectus
delivery requirements of the Securities Act, or without an
exemption from such requirements, you could incur liability
under the Securities Act. We are not indemnifying you for any
such liability. |
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Expiration Date |
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The exchange offers will expire at 11:59 p.m., New York
City time,
on ,
2011, unless extended by us. We do not currently intend to
extend the expiration date. |
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Withdrawal |
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You may withdraw the tender of your outstanding notes at any
time prior to the expiration of the exchange offers. We will
return to you any of your outstanding notes that are not
accepted for any reason for exchange, without expense to you,
promptly after the expiration or termination of the exchange
offers. |
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Conditions to the Exchange Offers |
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Each exchange offer is subject to customary conditions. We
reserve the right to waive any defects, irregularities or
conditions to exchange as to particular outstanding notes. See
The Exchange Offers Conditions to the Exchange
Offers. |
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Procedures for Tendering Outstanding Notes
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If you wish to participate in any of the exchange offers, you
must either: |
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complete, sign and date the applicable accompanying
letter of transmittal, or a facsimile of the letter of
transmittal, in accordance with the instructions contained in
this prospectus and the letter of transmittal, and mail or
deliver such letter of transmittal or facsimile thereof to the
exchange agent at the address set forth on the cover page of the
letter of transmittal; or
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if you hold outstanding notes through the Depository
Trust Company (DTC), comply with DTCs Automated
Tender Offer Program procedures described in this prospectus, by
which you will agree to be bound by the letter of transmittal.
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By signing, or agreeing to be bound by, the letter of
transmittal, you will represent to us that, among other things: |
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you are not our affiliate within the
meaning of Rule 405 under the Securities Act;
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you have no arrangement or understanding with any
person to participate in the distribution of the exchange notes;
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you are not engaged in, and do not intend to engage
in, a distribution of the exchange notes;
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you are acquiring the exchange notes in the ordinary
course of your business;
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if you are a broker-dealer, that you did not
purchase your outstanding notes from us or any of our
affiliates; and
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if you are a broker-dealer that will receive
exchange notes for your own account in exchange for outstanding
notes that were acquired as a result of market-making
activities, you will deliver a prospectus, as required by law,
in connection with any resale of such exchange notes.
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Special Procedures for Beneficial Owners
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If you are a beneficial owner of outstanding notes that are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee, and you wish to tender those
outstanding notes in any of the exchange offers, you should
contact the registered holder promptly and instruct the
registered holder to tender those outstanding notes on your
behalf. If you wish to tender on your own behalf, you must,
prior to completing and executing the letter of transmittal and
delivering your outstanding notes, either make appropriate
arrangements to register ownership of the outstanding notes in
your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take
considerable time and may not be able to be completed prior to
the expiration date. |
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Guaranteed Delivery Procedures |
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If you wish to tender your outstanding notes and your
outstanding notes are not immediately available, or you cannot
deliver your outstanding notes, the letter of transmittal or any
other required documents, or you cannot comply with the
procedures under DTCs Automated Tender Offer Program for
transfer of book-entry interests prior to the expiration date,
you must tender your outstanding notes according to the
guaranteed delivery procedures set forth in this prospectus
under The Exchange Offers Guaranteed Delivery
Procedures. |
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Effect on Holders of Outstanding Notes
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As a result of the making of, and upon acceptance for exchange
of all validly tendered outstanding notes pursuant to the terms
of, the exchange offers, we will have fulfilled a covenant under
the registration rights agreement. Accordingly, there will be no
increase in the applicable interest rate on the outstanding
notes under the circumstances described in the registration
rights agreement. If you do not tender your outstanding notes in
any of the exchange offers, you will continue to be entitled to
all the rights and limitations applicable to the outstanding
notes as set forth in the Indenture (as defined below), except
we will not have any further obligation to you to provide for
the exchange and registration of untendered outstanding notes
under the registration rights agreement. To the |
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extent that outstanding notes are tendered and accepted in the
exchange offers, the trading market for outstanding notes that
are not so tendered and accepted could be adversely affected. |
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Consequences of Failure to Exchange |
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All untendered outstanding notes will remain outstanding and
continue to be subject to the restrictions on transfer set forth
in the outstanding notes and in the Indenture. In general, the
outstanding notes may not be offered or sold unless registered
under the Securities Act, except pursuant to an exemption from,
or in a transaction not subject to, the Securities Act and
applicable state securities laws. Other than in connection with
the exchange offers, we do not currently anticipate that we will
register the outstanding notes under the Securities Act. |
|
United States Federal Income Tax Consequences
|
|
The exchange of outstanding notes in the exchange offers will
not be a taxable event for US federal income tax purposes. See
Summary of Material United States Federal Income Tax
Consequences. |
|
Use of Proceeds |
|
We will not receive any proceeds from the issuance of the
exchange notes in the exchange offers. See Use of
Proceeds. |
|
Exchange Agent |
|
The Bank of New York Mellon Trust Company, N.A. is the
exchange agent for the exchange offers. Any questions and
requests for assistance, requests for additional copies of this
prospectus or of the letter of transmittal and requests for the
notice of guaranteed delivery should be directed to the exchange
agent. The address and telephone number of the exchange agent
are set forth in the section captioned The Exchange
Offers Exchange Agent. |
The
Exchange Notes
The summary below describes the principal terms of the
exchange notes. Certain of the terms and conditions described
below are subject to important limitations and exceptions. The
Description of the Notes section of this prospectus
contains more detailed descriptions of the terms and conditions
of the outstanding notes and exchange notes. The exchange notes
will have terms identical in all material respects to the
respective series of outstanding notes, except that the exchange
notes will not contain terms with respect to transfer
restrictions, registration rights and additional interest for
failure to observe certain obligations in the registration
rights agreement.
|
|
|
Securities Offered |
|
$925,683,000 aggregate principal amount of exchange notes
consisting of: |
|
|
|
$324,405,000 principal amount of 2017 exchange notes;
|
|
|
|
$126,278,000 principal amount of 2020 exchange
notes; and
|
|
|
|
$475,000,000 principal amount of 2040 exchange notes.
|
|
Maturity Dates |
|
The exchange notes will mature on the following dates: |
|
|
|
September 30, 2017, for the 2017 exchange notes;
|
|
|
|
September 30, 2020, for the 2020 exchange
notes; and
|
|
|
|
September 30, 2040, for the 2040 exchange notes.
|
|
Indenture |
|
We will issue the exchange notes under the Indenture dated as of
August 1, 2002, as amended and supplemented (the
Indenture), |
6
|
|
|
|
|
between us and The Bank of New York Mellon Trust Company,
N.A. (as successor to The Bank of New York Mellon, formerly The
Bank of New York), as trustee (Trustee). |
|
Interest Rate |
|
The 2017 exchange notes, 2020 exchange notes and 2040 exchange
notes will bear interest at an annual rate equal to 5.00%, 5.75%
and 5.25%, respectively. Interest will be calculated on the
basis of a
360-day year
consisting of twelve
30-day
months, and with respect to any period less than a full month,
on the basis of the actual number of days elapsed during the
period. |
|
Interest Payment Dates |
|
Interest on the exchange notes will accrue from the most recent
date to which interest has been paid, or if no interest has been
paid, from and including October 8, 2010 for the 2017
exchange notes and the 2020 exchange notes and
September 13, 2010 for the 2040 exchange notes. We will pay
interest in US dollars on the exchange notes semi-annually for: |
|
|
|
the 2017 exchange notes on March 30 and September 30
of each year, beginning on March 30, 2011;
|
|
|
|
the 2020 exchange notes March 30 and September 30 of
each year, beginning on March 30, 2011; and
|
|
|
|
the 2040 exchange notes on March 30 and September 30
of each year, beginning on March 30, 2011.
|
|
Ranking |
|
The exchange notes will be senior secured obligations of Oncor
and will rank pari passu with our other secured
indebtedness. The exchange notes will be senior in right of
payment to all subordinated indebtedness. At December 31,
2010, we had approximately $4.825 billion aggregate
principal amount of senior secured debt outstanding and
$383 million of short-term debt outstanding under our
revolving credit facility, all of which is secured by the
Collateral (as defined below). Our secured indebtedness does not
include $667 million outstanding principal amount, as of
December 31, 2010, of transition bonds issued by our
bankruptcy-remote financing subsidiary, which transition bonds
are not secured by the Collateral. |
|
Collateral |
|
Our obligations under the exchange notes will be secured by a
lien on certain of our transmission and distribution assets,
mortgaged under our deed of trust (as amended, Deed of Trust),
dated as of May 15, 2008, from us to The Bank of New York
Mellon Trust Company, N.A. (as successor to The Bank of New
York Mellon, formerly The Bank of New York), as collateral
agent, as described in the Deed of Trust (Collateral). See
Description of the Notes Security. |
|
Optional Redemption |
|
We may at our option redeem all or part of the exchange notes at
the respective make-whole redemption prices
discussed in this prospectus under Description of the
Notes Optional Redemption, plus accrued and
unpaid interest to the redemption date. |
|
Limitation of Secured Debt |
|
If any of the exchange notes are outstanding under the
Indenture, we will not issue, incur or assume any debt secured
by a lien upon any of our property (other than Excepted
Property, as defined in |
7
|
|
|
|
|
the Indenture), except for certain permitted secured debt,
unless the exchange notes are also secured by that lien, without
the consent of the holders of a majority in principal amount of
all outstanding securities issued under the Indenture, including
the exchange notes. See Description of the
Notes Limitation on Secured Debt. |
|
Risk Factors |
|
You should consider carefully all of the information set forth
in this prospectus prior to exchanging your outstanding notes.
In particular, we urge you to consider carefully the factors set
forth under the heading Risk Factors. |
|
No Prior Market |
|
The exchange notes have no established trading market. We have
not listed and do not intend to list any of the exchange notes
on any securities exchange. Certain financial institutions have
informed us that they intend to make a market in the exchange
notes. However, these financial institutions may cease their
market-making efforts at any time. If no active trading market
exists, you may not be able to resell the exchange notes at
their fair market value or at all. |
Summary
Consolidated Financial Data of Oncor and Subsidiary
The following table sets forth our summary historical
consolidated financial data as of and for the periods indicated.
The summary financial data as of December 31, 2010 and 2009
and for each of the three fiscal years ended December 31,
2010, 2009 and 2008, have been derived from our audited
historical consolidated financial statements and related notes
included in our 2010
Form 10-K.
The summary financial data as of December 31, 2007 and
2006, for the Successor period from October 11, 2007
through December 31, 2007 and Predecessor period from
January 1, 2007 through October 10, 2007 and for the
year ended December 31, 2006 have been derived from our
historical consolidated financial statements that are not
included in our 2010
Form 10-K.
The summary consolidated financial data should be read in
conjunction with Selected Financial Data and
Managements Discussion and Analysis of Financial
Condition and Results of Operations in our 2010
Form 10-K
and our audited consolidated financial statements and related
notes appearing in our 2010
Form 10-K,
which is incorporated by reference herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor(a)
|
|
|
|
Predecessor
|
|
|
|
December 31,
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
2006
|
|
|
|
(Millions of dollars, except ratios)
|
|
Total assets end of year
|
|
$
|
16,846
|
|
|
$
|
16,232
|
|
|
$
|
15,706
|
|
|
$
|
15,434
|
|
|
|
$
|
10,709
|
|
Property, plant & equipment
net end of year
|
|
|
9,676
|
|
|
|
9,174
|
|
|
|
8,606
|
|
|
|
8,069
|
|
|
|
|
7,608
|
|
Goodwill
|
|
|
4,064
|
|
|
|
4,064
|
|
|
|
4,064
|
|
|
|
4,894
|
|
|
|
|
25
|
|
Capitalization end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less amounts due currently
|
|
$
|
5,333
|
|
|
$
|
4,996
|
|
|
$
|
5,101
|
|
|
$
|
3,702
|
|
|
|
$
|
3,811
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,975
|
|
Membership interests
|
|
|
6,988
|
|
|
|
6,847
|
|
|
|
6,799
|
|
|
|
7,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12,321
|
|
|
$
|
11,843
|
|
|
$
|
11,900
|
|
|
$
|
11,320
|
|
|
|
$
|
6,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization ratios end of year(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less amounts due currently
|
|
|
43.3
|
%
|
|
|
42.2
|
%
|
|
|
42.9
|
%
|
|
|
32.7
|
%
|
|
|
|
56.2
|
%
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.8
|
|
Membership interests
|
|
|
56.7
|
|
|
|
57.8
|
|
|
|
57.1
|
|
|
|
67.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
(a) |
|
In October 2007, in connection with the merger of Texas Energy
Future Merger Sub Corp. with and into EFH Corp., Oncor was
converted from a Texas corporation to a Delaware limited
liability company. The consolidated financial statements of the
Successor reflect the application of purchase accounting. |
|
(b) |
|
For purposes of reporting to the Public Utility Commission of
Texas, the regulatory capitalization ratio at December 31,
2010 was 59.7% debt and 40.3% equity. See Note 9 to the
consolidated financial statements included in our 2010
Form 10-K
for additional information regarding the regulatory
capitalization ratio. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor(a)
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
|
October 11,
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
|
|
2007 through
|
|
|
2007 through
|
|
Year Ended
|
|
|
Year Ended December 31,
|
|
December 31,
|
|
|
October 10,
|
|
December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
|
2007
|
|
2006
|
|
|
(Millions of dollars, except ratios)
|
Operating revenues
|
|
$
|
2,914
|
|
|
$
|
2,690
|
|
|
$
|
2,580
|
|
|
$
|
533
|
|
|
|
$
|
1,967
|
|
|
$
|
2,449
|
|
Net income (loss)(b)
|
|
$
|
352
|
|
|
$
|
320
|
|
|
$
|
(487
|
)
|
|
$
|
64
|
|
|
|
$
|
263
|
|
|
$
|
344
|
|
Capital expenditures
|
|
$
|
1,020
|
|
|
$
|
998
|
|
|
$
|
919
|
|
|
$
|
162
|
|
|
|
$
|
580
|
|
|
$
|
880
|
|
Ratio of earnings to fixed charges(c)
|
|
|
2.60
|
|
|
|
2.40
|
|
|
|
|
|
|
|
2.30
|
|
|
|
|
2.68
|
|
|
|
2.74
|
|
Embedded interest cost on long-term debt end of
period(d)
|
|
|
6.5
|
%
|
|
|
6.6
|
%
|
|
|
6.7
|
%
|
|
|
6.7
|
%
|
|
|
|
6.6
|
%
|
|
|
6.5
|
%
|
|
|
|
(a) |
|
In October 2007, in connection with the merger of Texas Energy
Future Merger Sub Corp. with and into EFH Corp., Oncor was
converted from a Texas corporation to a Delaware limited
liability company. The consolidated financial statements of the
Successor reflect the application of purchase accounting. |
|
(b) |
|
Amount in 2008 includes an $860 million goodwill impairment
charge. |
|
(c) |
|
Fixed charges exceeded earnings by $266 million for the
year ended December 31, 2008. |
|
(d) |
|
Represents the annual interest and amortization of any
discounts, premiums, issuance costs and any deferred
gains/losses on reacquisitions divided by the carrying value of
the debt plus or minus the unamortized balance of any discounts,
premiums, issuance costs and gains/losses on reacquisitions at
the end of the year and for the Predecessor periods excludes
advances from affiliates. |
9
RISK
FACTORS
You should carefully consider the risk factors set forth
below and the risk factors incorporated herein by reference to
our 2010
Form 10-K
as well as the other information contained and incorporated by
reference in this prospectus before deciding to participate in
the exchange offers. Any of these risks could materially and
adversely affect our business, financial condition, operating
results or cash flow; however, these risks are not our only
risks. Additional risks and uncertainties not currently known to
us or those we currently view to be immaterial also may
materially and adversely affect our business, financial
condition, results of operations or cash flow. In such a case,
the trading price of the exchange notes could decline or we may
not be able to make payments of interest and principal on the
exchange notes, and you may lose all or part of your original
investment.
Risks
Related to the Exchange Offers
There
may be adverse consequences if you do not exchange your
outstanding notes.
If you do not exchange your outstanding notes for exchange notes
in the exchange offers, you will continue to be subject to
restrictions on transfer of your outstanding notes as set forth
in the offering memoranda distributed in connection with the
private offering of the outstanding 2040 notes and exchange
offer for the outstanding 2017 notes and the outstanding 2020
notes. In general, the outstanding notes may not be offered or
sold unless they are registered or exempt from registration
under the Securities Act and applicable state securities laws.
Except as required by the registration rights agreement, we do
not intend to register resales of the outstanding notes under
the Securities Act. You should refer to Prospectus
Summary The Exchange Offers and The
Exchange Offers for information about how to tender your
outstanding notes.
The tender of outstanding notes under the exchange offers will
reduce the outstanding amount of the outstanding notes, which
may have an adverse effect upon, and increase the volatility of,
the market prices of the outstanding notes due to a reduction in
liquidity.
Your
ability to transfer the exchange notes may be limited if there
is no active trading market, and there is no assurance that any
active trading market will develop for the exchange
notes.
We are offering the exchange notes to the holders of the
outstanding notes. We do not intend to list the notes on any
securities exchange. There is currently no established market
for the exchange notes, and we cannot assure you as to the
liquidity of markets that may develop for the exchange notes,
your ability to sell the exchange notes or the price at which
you would be able to sell the exchange notes. If such markets
were to exist, the exchange notes could trade at prices that may
be lower than their principal amount or purchase price depending
on many factors, including prevailing interest rates, the market
for similar notes, our financial and operating performance and
other factors. Certain financial institutions have informed us
that they intend to make a market in the notes after the
exchange offers are completed. However, these financial
institutions may cease their market-making efforts at any time
without notice. Certain financial institutions, as a result of
their ownership interest in EFH Corp., may be required to
deliver a market-making prospectus when effecting
offers and sales of notes. For so long as the market-making
prospectus is required to be delivered, the ability of these
financial institutions to make a market in the notes may, in
part, be dependent on our ability to maintain a current
market-marking prospectus. We will not be required to maintain a
current market-marking prospectus after the tenth anniversary of
the issue date of the outstanding notes. We cannot assure you
that an active market for the exchange notes will develop or, if
developed, that it will continue. If no active trading market
develops, you may not be able to resell the notes at their fair
market value or at all.
Certain
persons who participate in the exchange offers must deliver a
prospectus in connection with resales of the exchange
notes.
We have not requested, and do not intend to request, an
interpretation by the staff of the SEC as to whether the
exchange notes issued pursuant to our exchange offers in
exchange for the outstanding notes may be offered for resale,
resold or otherwise transferred by any holder without compliance
with the registration
10
and prospectus delivery provisions of the Securities Act.
Instead, based on interpretations of the staff of the SEC
contained in Exxon Capital Holdings Corp., SEC no-action
letter (April 13, 1988), Morgan Stanley & Co.
Inc., SEC no-action letter (June 5, 1991) and
Shearman & Sterling, SEC no-action letter
(July 2, 1983), we believe that you may offer for resale,
resell or otherwise transfer the exchange notes without
compliance with the registration and prospectus delivery
requirements of the Securities Act. We cannot guarantee that the
SEC would make a similar decision about our exchange offers. If
our belief is wrong, or if you cannot truthfully make the
representations mentioned above, and you transfer any exchange
note issued to you in the exchange offers without meeting the
registration and prospectus delivery requirements of the
Securities Act, or without an exemption from such requirements,
you could incur liability under the Securities Act.
Additionally, in some instances described in this prospectus
under Plan of Distribution, certain holders of
exchange notes will remain obligated to comply with the
registration and prospectus delivery requirements of the
Securities Act to transfer the exchange notes. If such a holder
transfers any exchange notes without delivering a prospectus
meeting the requirements of the Securities Act or without an
applicable exemption from registration under the Securities Act,
such a holder may incur liability under the Securities Act. We
do not and will not assume, or indemnify such a holder against,
this liability.
Risks
Related to the Notes
The following risks apply to the outstanding notes and will
apply equally to the exchange notes.
The
market price of the notes will fluctuate.
Any material differences between our actual results and the
historical results contained in our annual, quarterly and
current reports filed with the SEC and included in this
prospectus could have a significant adverse impact on the market
price of the notes, assuming a market for the notes develops. In
addition, any downgrade of our credit ratings could have a
significant adverse impact on the market price of the notes,
assuming a market for the notes develops.
The
terms of the notes contain limited covenants and other
protections.
The Indenture governing the notes contains covenants restricting
our ability to take certain actions. However, each of these
covenants contains specified exceptions. In addition, these
covenants do not protect holders of the notes from all events
that could have a negative effect on the creditworthiness of the
notes and the market price of the notes, assuming a market for
the notes develops.
The
Indenture and the Deed of Trust permit us to incur significant
additional debt. Accordingly, the Indenture will not afford the
holders of the notes protection in the event of a
highly-leveraged transaction.
The notes and the Indenture under which the notes are issued do
not place any limitation on the amount of unsecured debt that
may be incurred by us. The Indenture and the Deed of Trust also
permit us to incur a significant amount of additional secured
debt, including debt secured equally and ratably by the
Collateral, subject to certain limitations, as described further
under Description of the Notes Securing
Additional Obligations and Limitation on
Secured Debt. Our incurrence of additional debt may have
important consequences for holders of the notes, including
making it more difficult for us to satisfy our obligations with
respect to the notes, a loss in the trading value of the notes,
if any, and a risk that the credit rating of the notes is
lowered or withdrawn. The covenants contained in the Indenture
and the Deed of Trust will not afford holders of notes
protection in the event of a highly-leveraged transaction
involving Oncor.
It may
be difficult to realize the value of the Collateral securing the
notes.
Each of the assets and facilities that will be included in the
Collateral is subject to the same kinds of risks as are
described under Risk Factors in our 2010
Form 10-K.
We cannot provide any assurance that any of the necessary
permits, certificates or other entitlements to operate those
assets and facilities would be transferable to the Trustee or
any purchaser from the Trustee in the event of a foreclosure
upon that asset or
11
facility. The Trustees ability to foreclose on the
Collateral on behalf of the holders of the notes may be subject
to perfection, the consent of third parties and, with respect to
those assets that are subject to the jurisdiction of the Public
Utility Commission of Texas (PUCT) and the US Federal Energy
Regulatory Commission (FERC), the prior approval by the PUCT and
the FERC. The Trustees ability to foreclose may also be
subject to priority issues and practical problems associated
with the realization of the Trustees security interest in
the Collateral. We cannot assure holders of the notes that the
consents of any third parties and approvals by governmental
entities will be given when required to implement a foreclosure
on such assets, especially if we are not in compliance with the
underlying permits at the time. Accordingly, the Trustee may not
have the ability to foreclose upon those assets or assume or
transfer the right to operate those facilities, and a temporary
shutdown of operations may result and the value of the
Collateral may significantly decrease. Even if the Trustee
assumes the right to operate the assets and facilities, there
may also be practical problems associated with the
Trustees ability to identify a qualified operator to
operate and maintain the assets and facilities. In addition,
future regulatory developments or other inabilities to obtain or
comply with required permits may adversely affect the value of
the Collateral.
No appraisals of any Collateral have been prepared in connection
with the exchange offers. The value of the Collateral at any
time will depend on market and other economic conditions,
including the availability of suitable buyers for the
Collateral. By their nature some or all of the pledged assets
may be illiquid and may have no readily ascertainable market
value. We cannot assure holders of the notes that the fair
market value of the Collateral as of the date of this prospectus
exceeds the principal amount of the debt secured thereby. The
value of the assets pledged as Collateral for the notes could be
impaired in the future as a result of changing economic
conditions, our failure to implement our business strategy,
competition and other future trends.
Bankruptcy
laws may limit your ability to realize value from the
Collateral.
The right of the Trustee to repossess and dispose of the
Collateral upon the occurrence of an event of default under the
Indenture is likely to be significantly impaired by applicable
bankruptcy law if a bankruptcy case were to be commenced by or
against us prior to the Trustee having repossessed and disposed
of, or otherwise exercised remedies in respect of, the
Collateral. Under the US bankruptcy code, a secured creditor is
prohibited from repossessing its security from a debtor in a
bankruptcy case, or from disposing of security repossessed from
such debtor, without bankruptcy court approval. Moreover, the US
bankruptcy code permits the debtor to continue to retain and to
use collateral even though the debtor is in default under the
applicable debt instrument, provided that the secured creditor
is given adequate protection. The meaning of the
term adequate protection may vary according to
circumstances, but it is intended in general to protect the
value of the secured creditors interest in the collateral
and may include cash payments or the granting of additional
security, if and at such times as the court in its discretion
determines that the value of the secured creditors
interest in the collateral is declining during the pendency of
the bankruptcy case. In view of the lack of a precise definition
of the term adequate protection and the broad
discretionary powers of a bankruptcy court, it is impossible to
predict (1) how long payments under the notes could be
delayed following the commencement of a bankruptcy case,
(2) whether or when the Trustee could repossess or dispose
of the Collateral and (3) whether or to what extent holders
of the notes would be compensated for any delay in payment or
loss of value of the Collateral through the requirement of
adequate protection.
In the event a bankruptcy court determines the value of the
Collateral is not sufficient to repay all amounts due on the
notes and any other obligations secured by the Collateral, then
the holders of the notes and such other obligations would hold
secured claims to the extent of the value of the Collateral
securing such claims, and would hold unsecured claims with
respect to any shortfall. Applicable federal bankruptcy laws do
not permit the payment
and/or
accrual of post-petition interest, costs and attorneys
fees during a debtors bankruptcy case unless the claims
are oversecured or the debtor is solvent at the time of
reorganization. In addition, if we were to become the subject of
a bankruptcy case, the bankruptcy trustee or debtor may seek to
avoid certain pre-petition transfers made by us, including
transfers held to be preferences or fraudulent conveyances.
While transfers to secured creditors are generally not
preferential, transfers to undersecured creditors may be subject
to avoidance.
12
Any
future pledges of Collateral may be avoidable.
Any further pledge of Collateral in favor of the Trustee may be
avoidable by the pledgor (as
debtor-in-possession)
or by its trustee in bankruptcy or other third parties if
certain events or circumstances exist or occur, such that the
pledge or granting of the security interest is deemed a
fraudulent conveyance or preference.
The
Trustees ability to exercise remedies with respect to
Collateral is limited.
The Deed of Trust provides the Trustee on behalf of the holders
of the notes with significant remedies, including foreclosures
and sale of all or parts of the Collateral. However, the rights
of the Trustee to exercise significant remedies (such as
foreclosure) are, subject to certain exceptions, generally
limited to a payment default, bankruptcy of Oncor or the
acceleration of the indebtedness.
Proceeds
from any sale of the Collateral upon foreclosure may be
insufficient to repay the notes in full.
We cannot assure you that the net proceeds from a sale of the
Collateral owned directly by us securing the notes would be
sufficient to repay all of the notes following a foreclosure
upon the Collateral or a liquidation of our assets.
The value of the Collateral and the amount to be received upon a
sale of the Collateral will depend upon many factors including,
among others, the condition of the Collateral, the ability to
sell the Collateral in an orderly sale, the condition of the
national and local economies, the availability of buyers and
similar factors. The book value of the Collateral should not be
relied on as a measure of realizable value for these assets. By
their nature, portions of the Collateral may be illiquid and may
have no readily ascertainable market value. In addition, a
significant portion of the Collateral includes assets that may
only be usable, and thus retain value, as part of our existing
business operations. Accordingly, any sale of the Collateral
separate from the sale of our business operations may not be
feasible or of significant value.
Additionally, applicable law requires that every aspect of any
foreclosure or other disposition of Collateral be
commercially reasonable. If a court were to
determine that any aspect of the Trustees exercise of
remedies was not commercially reasonable, the ability of the
Trustee and the holders of the notes to recover the difference
between the amount realized through such exercise of remedies
and the amount owed on the notes may be adversely affected and,
in the worst case, the holders of the notes could lose all
claims for such deficiency amount.
FORWARD-LOOKING
STATEMENTS
This prospectus, including the information incorporated by
reference into this prospectus, contains forward-looking
statements. All statements, other than statements of
historical facts, that are included in or incorporated by
reference into this prospectus, or made in presentations, in
response to questions or otherwise, that address activities,
events or developments that we expect or anticipate to occur in
the future including such matters as projections, capital
allocation, future capital expenditures, business strategy,
competitive strengths, goals, future acquisitions or
dispositions, development or operation of facilities, market and
industry developments and the growth of our business and
operations (often, but not always, through the use of words or
phrases such as will likely result, are
expected to, will continue, is
anticipated, estimated, should,
projection, target, goal,
objective and outlook), are
forward-looking statements. Although we believe that in making
any such forward-looking statement its expectations are based on
reasonable assumptions, any such forward-looking statement
involves uncertainties and is qualified in its entirety by
reference to the discussion of risk factors under Risk
Factors in this prospectus and in our 2010
Form 10-K,
and the following important factors, among others, that could
cause actual results to differ materially from those projected
in such forward-looking statements:
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prevailing governmental policies and regulatory actions,
including those of the Texas Legislature, the Governor of Texas,
the FERC, the PUCT, the North American Electric Reliability
Corporation, the
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Texas Reliability Entity, Inc., the US Environmental Protection
Agency, and the Texas Commission on Environmental Quality, with
respect to:
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allowed rate of return;
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permitted capital structure;
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industry, market and rate structure;
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recovery of investments;
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acquisitions and disposals of assets and facilities;
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operation and construction of facilities;
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changes in tax laws and policies, and
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changes in and compliance with environmental and safety laws and
policies;
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legal and administrative proceedings and settlements;
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weather conditions and other natural phenomena;
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acts of sabotage, wars or terrorist activities;
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economic conditions, including the impact of a recessionary
environment;
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unanticipated population growth or decline, or changes in market
demand and demographic patterns;
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changes in business strategy, development plans or vendor
relationships;
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unanticipated changes in interest rates or rates of inflation;
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unanticipated changes in operating expenses, liquidity needs and
capital expenditures;
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inability of various counterparties to meet their financial
obligations to us, including failure of counterparties to
perform under agreements;
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general industry trends;
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hazards customary to the industry and the possibility that we
may not have adequate insurance to cover losses resulting from
such hazards;
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changes in technology used by and services offered by us;
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significant changes in our relationship with our employees,
including the availability of qualified personnel, and the
potential adverse effects if labor disputes or grievances were
to occur;
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changes in assumptions used to estimate costs of providing
employee benefits, including pension and other postretirement
employee benefits, and future funding requirements related
thereto;
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significant changes in critical accounting policies material to
us;
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commercial bank and financial market conditions, access to
capital, the cost of such capital, and the results of financing
and refinancing efforts, including availability of funds in the
capital markets and the potential impact of disruptions in US
credit markets;
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circumstances which may contribute to future impairment of
goodwill, intangible or other long-lived assets;
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financial restrictions under our revolving credit facility and
indentures governing our debt instruments;
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our ability to generate sufficient cash flow to make interest
payments on our debt instruments;
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actions by credit rating agencies, and
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our ability to effectively execute our operational strategy.
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14
Any forward-looking statement speaks only as of the date on
which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances
after the date on which it is made or to reflect the occurrence
of unanticipated events. New factors emerge from time to time,
and it is not possible for us to predict all of them; nor can we
assess the impact of each such factor or the extent to which any
factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement.
INDUSTRY
AND MARKET INFORMATION
The industry and market data and other statistical information
used throughout this prospectus or incorporated herein by
reference are based on independent industry publications,
government publications, reports by market research firms or
other published independent sources, including certain data
published by the Electric Reliability Council of Texas, the
Independent System Operator and the regional reliability
coordinator of the various electricity systems within Texas
(ERCOT). We did not commission any of these publications or
reports. Some data is also based on our good faith estimates,
which are derived from our review of internal surveys, as well
as the independent sources listed above. Independent industry
publications and surveys generally state that they have obtained
information from sources believed to be reliable, but do not
guarantee the accuracy and completeness of such information.
While we believe that each of these studies and publications is
reliable, we have not independently verified such data and we
make no representation as to the accuracy of such information.
Forecasts are particularly likely to be inaccurate, especially
over long periods of time, and we do not know what assumptions
regarding general economic growth are used in preparing the
forecasts included or incorporated by reference in this
prospectus. Similarly, while we believe that our internal and
external research is reliable, it has not been verified by any
independent sources and we make no assurances that the
predictions contained therein are accurate.
USE OF
PROCEEDS
We will not receive any cash proceeds from the issuance of the
exchange notes pursuant to the exchange offers. In consideration
for issuing the exchange notes as contemplated in this
prospectus, we will receive in exchange a like principal amount
of outstanding notes, the terms of which are identical in all
material respects to the exchange notes, except that the
exchange notes will not contain terms with respect to transfer
restrictions, registration rights and additional interest for
failure to observe certain obligations in the registration
rights agreements. The outstanding notes surrendered in exchange
for the exchange notes will be retired and cancelled and cannot
be reissued. Accordingly, the issuance of the exchange notes
will not result in any change in our capitalization.
15
CONSOLIDATED
CAPITALIZATION AND SHORT-TERM DEBT OF ONCOR AND
SUBSIDIARY
The following table summarizes our consolidated capitalization
and short-term debt as of December 31, 2010. This table
should be read in conjunction with the information included
under the headings Use of Proceeds and Summary
Consolidated Financial Data of Oncor and Subsidiary
herein, and Selected Financial Data and
Managements Discussion and Analysis of Financial
Condition and Results of Operations in our 2010
Form 10-K,
as well as audited consolidated financial statements and related
notes included in our 2010
Form 10-K.
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December 31, 2010
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Actual(a)
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Percent(b)
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(In millions)
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Capitalization:
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Long-term debt, less amounts due currently
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$
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5,333
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43.3
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%
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Membership interest
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6,988
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56.7
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%
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Total capitalization
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$
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12,321
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100.00
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%
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Short-term debt:
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Short-term debt(c)
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$
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377
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Long-term debt due currently(d)
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113
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Total short-term debt
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$
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490
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(a) |
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Includes $554 million outstanding principal amount of
transition bonds issued by Oncor Electric Delivery Transition
Bond Company LLC, Oncors bankruptcy-remote financing
subsidiary, less $4 million of fair value discount
attributable to the transition bonds and $42 million of
unamortized debt discount attributable to Oncors secured
long-term debt. |
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(b) |
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For purposes of reporting to the PUCT, the regulatory
capitalization ratio at December 31, 2010 was 59.7% debt
and 40.3% equity. See Note 9 to the consolidated financial
statements included in our 2010 Form
10-K for
additional information regarding the regulatory capitalization
ratio. |
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(c) |
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Represents revolving credit facility borrowings. |
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Represents outstanding principal amount of transition bonds due
currently. |
16
THE
EXCHANGE OFFERS
Purpose
and Effect of the Exchange Offers
The outstanding 2040 notes were sold to the initial purchasers
on September 13, 2010 pursuant to a purchase agreement. The
initial purchasers subsequently sold the outstanding notes to
qualified institutional buyers (as defined in Rule 144A
under the Securities Act) in reliance on Rule 144A, and to
persons in offshore transactions in reliance on
Regulation S under the Securities Act. Pursuant to an
exchange offer, the outstanding 2017 notes and the outstanding
2020 notes were issued on October 8, 2010 in exchange for
equal principal amounts of our then-outstanding
6.375% Senior Secured Notes due 2012 and 5.95% Senior
Secured Notes due 2013, respectively. The exchange offer was
made only to qualified institutional buyers (as defined in
Rule 144A under the Securities Act) in reliance upon an
exemption from the registration requirements of the Securities
Act provided by Section 4(2) thereof, and to persons in
offshore transactions in reliance on Regulation S under the
Securities Act.
We entered into registration rights agreements with the initial
purchasers/dealer managers of the private offering and exchange
offer pursuant to which we issued the outstanding notes in which
we agreed, under certain circumstances, to file a registration
statement relating to offers to exchange the outstanding notes
for exchange notes and to use commercially reasonable efforts to
cause such registration statement to be declared effective under
the Securities Act no later than 270 days after the issue
date of the outstanding notes and to consummate the Exchange
Offers no later than 315 days after the issue date of the
outstanding notes. The exchange notes will have terms identical
in all material respects to the outstanding notes, except that
the exchange notes will not contain terms with respect to
transfer restrictions, registration rights and additional
interest for failure to observe certain obligations in the
registration rights agreement.
Under the circumstances set forth below, we will use
commercially reasonable efforts to cause the SEC to declare
effective a shelf registration statement with respect to the
resale of the outstanding notes within the time periods
specified in the registration rights agreements and keep the
statement effective for two years after the effective date of
the shelf registration statement, subject to extension under the
terms of the registration rights agreements, or such shorter
period terminating when all of the notes cease to be Registrable
Securities (as defined in the registration rights agreement).
These circumstances include:
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if because of any changes in law, SEC rules or regulations or
applicable interpretations thereof by the SEC the exchange notes
received by holders, other than certain specified holders, are
not or would not be transferable by such holders without
restriction under the Securities Act;
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if the exchange offers are not consummated within 315 days
after the date of issuance of the outstanding notes;
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if any holder of notes notifies us prior to the
20th
business day following the completion of the exchange offers
that (a) it is prohibited by law or SEC policy from
participating in the exchange offers, (b) it may not resell
the exchange notes to the public without delivering a prospectus
(other than the prospectus in the registration statement
relating to the exchange offers), or (c) it is a
broker-dealer and owns notes acquired directly from us or an
affiliate; or
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if we elect to file a shelf registration statement covering
resales of the notes in lieu of (or in case of the immediately
preceding circumstance, in addition to) conducting the exchange
offers.
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Except for certain circumstances specified in the registration
rights agreements, if (1) a registration statement relating
to the exchange offers or a shelf registration statement has not
become or been declared effective by the deadlines discussed
above, (2) the exchange offers have not been consummated by
the deadline above, or (3) a registration statement
relating to the notes has been declared effective and such
registration statement ceases to be effective at any time during
the applicable registration period (subject to certain
exceptions) (each of (1), (2) and (3) above, a
Registration Default; each period during which a Registration
Default has occurred and is continuing, a Registration Default
Period), then, as liquidated damages for the Registration
Default, additional interest shall accrue on the principal
amount of the affected notes at a rate of 0.50% per annum over
the interest rate otherwise provided for under the outstanding
notes
17
for the remaining period during which a Registration Default
continues, but not later than the second anniversary of the
issue date of the outstanding notes. If we cure all Registration
Defaults, the interest rate on the notes will revert to the
original level.
If you wish to exchange your outstanding notes for exchange
notes in any of the exchange offers, you will be required to
make the following written representations:
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you are not our affiliate within the meaning of Rule 405 of
the Securities Act;
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you have no arrangement or understanding with any person to
participate in a distribution (within the meaning of the
Securities Act) of the exchange notes in violation of the
provisions of the Securities Act;
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you are not engaged in, and do not intend to engage in, a
distribution of the exchange notes; and
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you are acquiring the exchange notes in the ordinary course of
your business.
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Each broker-dealer that receives exchange notes for its own
account in exchange for outstanding notes, where the
broker-dealer acquired the outstanding notes as a result of
market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with
any resale of such exchange notes and that it did not purchase
its outstanding notes from us or any of our affiliates. See
Plan of Distribution.
Resale of
Exchange Notes
Based on interpretations by the SEC set forth in no-action
letters issued to third parties, we believe that you may resell
or otherwise transfer exchange notes issued in the exchange
offers without complying with the registration and prospectus
delivery provisions of the Securities Act if:
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you are not our affiliate within the meaning of Rule 405
under the Securities Act;
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you do not have an arrangement or understanding with any person
to participate in a distribution of the exchange notes;
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you are not engaged in, and do not intend to engage in, a
distribution of the exchange notes; and
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you are acquiring the exchange notes in the ordinary course of
your business.
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If you are our affiliate, or are engaging in, or intend to
engage in, or have any arrangement or understanding with any
person to participate in, a distribution of the exchange notes,
or are not acquiring the exchange notes in the ordinary course
of your business:
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you cannot rely on the position of the SEC set forth in
Morgan Stanley & Co. Incorporated (available
June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in
the SECs letter to Shearman & Sterling, dated
July 2, 1993, or similar no-action letters; and
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in the absence of an exception from the position stated
immediately above, you must comply with the registration and
prospectus delivery requirements of the Securities Act in
connection with any resale of the exchange notes.
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This prospectus may be used for an offer to resell, resale or
other transfer of exchange notes only as specifically set forth
in this prospectus. With regard to broker-dealers, only
broker-dealers that acquired the outstanding notes as a result
of market-making activities or other trading activities may
participate in the exchange offers. Each broker-dealer that
receives exchange notes for its own account in exchange for
outstanding notes, where such outstanding notes were acquired by
such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of the exchange
notes. Read Plan of Distribution for more details
regarding the transfer of exchange notes.
Our belief that the exchange notes may be offered for resale
without compliance with the registration or prospectus delivery
provisions of the Securities Act is based on interpretations of
the SEC for other exchange
18
offers that the SEC expressed in some of its no-action letters
to other issuers in exchange offers like ours. We cannot
guarantee that the SEC would make a similar decision about our
exchange offers. If our belief is wrong, or if you cannot
truthfully make the representations mentioned above, and you
transfer any exchange note issued to you in the exchange offers
without meeting the registration and prospectus delivery
requirements of the Securities Act, or without an exemption from
such requirements, you could incur liability under the
Securities Act. We are not indemnifying you for any such
liability.
Terms of
the Exchange Offers
On the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal, we
will accept for exchange in the exchange offers any outstanding
notes that are validly tendered and not validly withdrawn prior
to the expiration date. Outstanding notes may only be tendered
in minimum denominations of $2,000 and integral multiples of
$1,000 in excess of $2,000. We will issue exchange notes in
principal amount identical to outstanding notes surrendered in
the exchange offers.
The form and terms of the exchange notes will be identical in
all material respects to the form and terms of the outstanding
notes except the exchange notes will be registered under the
Securities Act, will not bear legends restricting their transfer
and will not provide for any additional interest upon our
failure to fulfill our obligations under the registration rights
agreements to complete the exchange offers, or file, and cause
to be effective, a shelf registration statement, if required
thereby, within the specified time period. The exchange notes
will evidence the same debt as the outstanding notes. The
exchange notes will be issued under and entitled to the benefits
of the Indenture. For a description of the Indenture, see
Description of the Notes.
The exchange offers are not conditioned upon any minimum
aggregate principal amount of outstanding notes being tendered
for exchange.
As of the date of this prospectus, $324,405,000 aggregate
principal amount of the 5.00% Senior Secured Notes due
2017, $126,278,000 aggregate principal amount of the
5.75% Senior Secured Notes due 2020 and $475,000,000
aggregate principal amount of the 5.25% Senior Secured
Notes due 2040 are outstanding. This prospectus and the letter
of transmittal are being sent to all registered holders of
outstanding notes. There will be no fixed record date for
determining registered holders of outstanding notes entitled to
participate in the exchange offers. We intend to conduct the
exchange offers in accordance with the provisions of the
registration rights agreements, the applicable requirements of
the Securities Act and the Securities Exchange Act of 1934, as
amended (Exchange Act), and the rules and regulations of the
SEC. Outstanding notes that are not tendered for exchange in the
exchange offers will remain outstanding and continue to accrue
interest and will be entitled to the rights and benefits such
holders have under the Indenture relating to such holders
series of outstanding notes except we will not have any further
obligation to you to provide for the registration of the
outstanding notes under the registration rights agreements.
We will be deemed to have accepted for exchange properly
tendered outstanding notes when we have given written notice of
the acceptance to the exchange agent. The exchange agent will
act as agent for the tendering holders for the purposes of
receiving the exchange notes from us and delivering exchange
notes to holders. Subject to the terms of the registration
rights agreements, we expressly reserve the right to amend or
terminate the exchange offers and to refuse to accept the
occurrence of any of the conditions specified below under
Conditions to the Exchange Offers.
If you tender your outstanding notes in the exchange offers, you
will not be required to pay brokerage commissions or fees or,
subject to the instructions in the letter of transmittal,
transfer taxes with respect to the exchange of outstanding
notes. We will pay all charges and expenses, other than certain
applicable taxes described below in connection with the exchange
offers. It is important that you read Fees and
Expenses below for more details regarding fees and
expenses incurred in the exchange offers.
If you are a broker-dealer and receive exchange notes for your
own account in exchange for outstanding notes that you acquired
as a result of market-making activities or other trading
activities, you must acknowledge that you will deliver this
prospectus in connection with any resale of the exchange notes
and that
19
you did not purchase your outstanding notes from us or any of
our affiliates. Read Plan of Distribution for more
details regarding the transfer of exchange notes.
We make no recommendation to you as to whether you should
tender or refrain from tendering all or any portion of your
outstanding notes into these exchange offers. In addition, no
one has been authorized to make this recommendation. You must
make your own decision whether to tender into these exchange
offers and, if so, the aggregate amount of outstanding notes to
tender after reading this prospectus and the letter of
transmittal and consulting with your advisors, if any, based on
your financial position and requirements.
Expiration
Date, Extensions and Amendments
The exchange offers expire at 11:59 p.m., New York City
time,
on ,
2011, which we refer to as the expiration date.
However, if we, in our sole discretion, extend the period of
time for which the exchange offers are open, the term
expiration date will mean the latest date to which
we shall have extended the expiration of the exchange offers.
To extend the period of time during which the exchange offers
are open, we will notify the exchange agent of any extension by
written notice, followed by notification by press release or
other public announcement to the registered holders of the
outstanding notes no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled
expiration date.
We reserve the right, in our sole discretion:
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to delay accepting for exchange any outstanding notes (only in
the case that we amend or extend the exchange offers);
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to extend the expiration date and retain all outstanding notes
tendered in the exchange offers, subject to your right to
withdraw your tendered outstanding notes as described under
Withdrawal Rights;
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to terminate any of the exchange offers if we determine that any
of the conditions set forth below under
Conditions to the Exchange Offers have
not been satisfied; and
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subject to the terms of the registration rights agreements, to
amend the terms of any of the exchange offers in any manner or
waive any condition to the exchange offers. In the event of a
material change in any of the exchange offers, including the
waiver of a material condition, we will extend the offer period,
if necessary, so that at least five business days remain in such
offer period following notice of the material change.
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Any delay in acceptance, extension, termination or amendment
will be followed as promptly as practicable by written notice
(which may take the form of a press release or other public
announcement) to the registered holders of the outstanding
notes. If we amend any of the exchange offers in a manner that
we determine to constitute a material change, or if we waive a
material condition to the exchange offers, we will promptly
disclose the amendment in a manner reasonably calculated to
inform the holders of applicable outstanding notes of that
amendment.
In the event we terminate the exchange offers, all outstanding
notes previously tendered and not accepted for payment will be
returned promptly to the tendering holders.
Conditions
to the Exchange Offers
Despite any other term of the exchange offers, we will not be
required to accept for exchange, or to issue exchange notes in
exchange for, any outstanding notes and we may terminate or
amend any of the exchange offers as provided in this prospectus
prior to the expiration date if in our reasonable judgment:
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the exchange offers or the making of any exchange by a holder
violates any applicable law or interpretation of the SEC; or
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any action or proceeding has been instituted or threatened in
writing in any court or by or before any governmental agency
with respect to the exchange offers that, in our judgment, would
reasonably be expected to impair our ability to proceed with the
exchange offers.
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In addition, we will not be obligated to accept for exchange the
outstanding notes of any holder that has not made to us:
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the representations described under Purpose
and Effect of the Exchange Offers; or
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any other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to make
available to us an appropriate form for registration of the
exchange notes under the Securities Act.
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We expressly reserve the right at any time or at various times
to extend the period of time during which the exchange offers
are open. Consequently, we may delay acceptance of any
outstanding notes by giving written notice of such extension to
the holders. We will return any outstanding notes that we do not
accept for exchange for any reason without expense to the
tendering holder promptly after the expiration or termination of
the exchange offers. We also expressly reserve the right to
amend or terminate any of the exchange offers and to reject for
exchange any outstanding notes not previously accepted for
exchange, if we determine that any of the conditions of the
exchange offers specified above have not been satisfied. We will
give written notice of any extension, amendment, non-acceptance
or termination to the holders of the outstanding notes as
promptly as practicable. In the case of any extension, such
notice will be issued no later than 9:00 a.m.,
New York City time, on the next business day after the
previously scheduled expiration date. Written notice to the
holders may take the form of a press release or other public
announcement.
We reserve the right to waive any defects, irregularities or
conditions to the exchange as to particular outstanding notes.
These conditions are for our sole benefit, and we may assert
them regardless of the circumstances that may give rise to them
or waive them in whole or in part at any or at various times
prior to the expiration of the exchange offers in our sole
discretion. If we fail at any time to exercise any of the
foregoing rights, this failure will not constitute a waiver of
such right. Each such right will be deemed an ongoing right that
we may assert at any time or at various times prior to the
expiration of the exchange offers.
In addition, we will not accept for exchange any outstanding
notes tendered, and will not issue exchange notes in exchange
for any such outstanding notes, if at such time any stop order
is threatened or in effect with respect to the registration
statement of which this prospectus constitutes a part or the
qualification of the Indenture under the Trust Indenture
Act of 1939, as amended (TIA).
Procedures
for Tendering Outstanding Notes
To tender your outstanding notes in the exchange offers, you
must comply with either of the following:
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complete, sign and date the letter of transmittal, or a
facsimile of the letter of transmittal, have the signature(s) on
the letter of transmittal guaranteed if required by the letter
of transmittal and mail or deliver such letter of transmittal or
facsimile thereof to the exchange agent at the address set forth
below under Exchange Agent prior to the
expiration date; or
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comply with DTCs Automated Tender Offer Program procedures
described below.
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In addition:
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the exchange agent must receive certificates for outstanding
notes along with the letter of transmittal prior to the
expiration of the exchange offers;
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the exchange agent must receive a timely confirmation of
book-entry transfer of outstanding notes into the exchange
agents account at DTC according to the procedures for
book-entry transfer described below or a properly transmitted
agents message prior to the expiration of the exchange
offers; or
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you must comply with the guaranteed delivery procedures
described below.
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The term agents message means a message
transmitted by DTC, received by the exchange agent and forming
part of the book-entry confirmation, which states that:
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DTC has received an express acknowledgment from a participant in
its Automated Tender Offer Program that is tendering outstanding
notes that are the subject of the book-entry confirmation;
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the participant has received and agrees to be bound by the terms
of the letter of transmittal or, in the case of an agents
message relating to guaranteed delivery, that such participant
has received and agrees to be bound by the notice of guaranteed
delivery; and
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we may enforce that agreement against such participant.
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DTC is referred to herein as a book-entry transfer
facility.
Your tender, if not withdrawn prior to the expiration of the
exchange offers, constitutes an agreement between us and you
upon the terms and subject to the conditions described in this
prospectus and in the letter of transmittal.
The method of delivery of outstanding notes, letters of
transmittal and all other required documents to the exchange
agent is at your election and risk. Delivery of such documents
will be deemed made only when actually received by the exchange
agent. We recommend that instead of delivery by mail, you use an
overnight or hand delivery service, properly insured. If you
determine to make delivery by mail, we suggest that you use
properly insured, registered mail with return receipt requested.
In all cases, you should allow sufficient time to assure timely
delivery to the exchange agent before the expiration of the
exchange offers. Letters of transmittal and certificates
representing outstanding notes should be sent only to the
exchange agent, and not to us or to any book-entry transfer
facility. No alternative, conditional or contingent tenders of
outstanding notes will be accepted. You may request that your
broker, dealer, commercial bank, trust company or nominee effect
the above transactions for you.
If you are a beneficial owner whose outstanding notes are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee and you wish to tender your
outstanding notes, you should promptly contact the registered
holder and instruct the registered holder to tender on your
behalf. If you wish to tender the outstanding notes yourself,
you must, prior to completing and executing the letter of
transmittal and delivering your outstanding notes, either:
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make appropriate arrangements to register ownership of the
outstanding notes in your name; or
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obtain a properly completed bond power from the registered
holder of outstanding notes.
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The transfer of registered ownership may take considerable time
and may not be able to be completed prior to the expiration of
the exchange offers.
Signatures on the letter of transmittal or a notice of
withdrawal (as described below in Withdrawal
Rights), as the case may be, must be guaranteed by a
member firm of a registered national securities exchange or of
the Financial Industry Regulatory Authority (FINRA), a
commercial bank or trust company having an office or
correspondent in the US or another eligible guarantor
institution within the meaning of
Rule 17A(d)-15
under the Exchange Act unless the outstanding notes surrendered
for exchange are tendered:
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by a registered holder of the outstanding notes who has not
completed the box entitled Special Registration
Instructions or Special Delivery Instructions
on the letter of transmittal; or
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for the account of an eligible guarantor institution.
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If the letter of transmittal is signed by a person other than
the registered holder of any outstanding notes listed on the
outstanding notes, such outstanding notes must be endorsed or
accompanied by a properly completed bond power. The bond power
must be signed by the registered holder as the registered
holders name appears on the outstanding notes, and an
eligible guarantor institution must guarantee the signature on
the bond power.
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If the letter of transmittal, any certificates representing
outstanding notes or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, those persons should also indicate when
signing and, unless waived by us, they should also submit
evidence satisfactory to us of their authority to so act.
The exchange agent and DTC have confirmed that any financial
institution that is a participant in DTCs system may use
DTCs Automated Tender Offer Program to tender outstanding
notes. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering
it to the exchange agent, electronically transmit their
acceptance of outstanding notes for exchange by causing DTC to
transfer the outstanding notes to the exchange agent in
accordance with DTCs Automated Tender Offer Program
procedures for transfer. DTC will then send an agents
message to the exchange agent.
Book-Entry
Delivery Procedures
Promptly after the date of this prospectus, the exchange agent
will establish an account with respect to the outstanding notes
at DTC, as the book-entry transfer facility, for purposes of the
exchange offers. Any financial institution that is a participant
in the book-entry transfer facilitys system may make
book-entry delivery of the outstanding notes by causing the
book-entry transfer facility to transfer those outstanding notes
into the exchange agents account at the facility in
accordance with the facilitys procedures for such
transfer. To be timely, book-entry delivery of outstanding notes
requires receipt of a confirmation of a book-entry transfer, or
a book-entry confirmation, prior to the expiration
date.
In addition, in order to receive exchange notes for tendered
outstanding notes, an agents message in connection with a
book-entry transfer into the exchange agents account at
the book-entry transfer facility or the letter of transmittal or
a manually signed facsimile thereof, together with any required
signature guarantees and any other required documents must be
delivered or transmitted to and received by the exchange agent
at its address set forth on the cover page of the letter of
transmittal prior to the expiration of the exchange offers.
Holders of outstanding notes who are unable to deliver
confirmation of the book-entry tender of their outstanding notes
into the exchange agents account at the book-entry
transfer facility or all other documents required by the letter
of transmittal to the exchange agent prior to the expiration of
the exchange offers must tender their outstanding notes
according to the guaranteed delivery procedures described below.
Tender will not be deemed made until such documents are received
by the exchange agent. Delivery of documents to the book-entry
transfer facility does not constitute delivery to the exchange
agent.
Guaranteed
Delivery Procedures
If you wish to tender your outstanding notes, but your
outstanding notes are not immediately available or you cannot
deliver your outstanding notes, the letter of transmittal or any
other required documents to the exchange agent or comply with
the procedures under DTCs Automatic Tender Offer Program
in the case of outstanding notes, prior to the expiration date,
you may still tender if:
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the tender is made through an eligible guarantor institution;
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prior to the expiration date of the exchange offers, the
exchange agent receives from such eligible guarantor institution
either a properly completed and duly executed notice of
guaranteed delivery, by facsimile transmission, mail, or hand
delivery or a properly transmitted agents message and
notice of guaranteed delivery, that (1) sets forth your
name and address, the certificate number(s) of such outstanding
notes and the principal amount of outstanding notes tendered;
(2) states that the tender is being made thereby; and
(3) guarantees that, within three New York Stock Exchange
trading days after the expiration date, the letter of
transmittal, or facsimile thereof, together with the outstanding
notes or a book-entry confirmation, and any other documents
required by the letter of transmittal, will be deposited by the
eligible guarantor institution with the exchange agent; and
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the exchange agent receives the properly completed and executed
letter of transmittal or facsimile thereof, with any required
signature guarantees or a properly transmitted agents
message, as well as certificate(s) representing all tendered
outstanding notes in proper form for transfer or a book-entry
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confirmation of transfer of the outstanding notes into the
exchange agents account at DTC and all other documents
required by the letter of transmittal within three New York
Stock Exchange trading days after the expiration date.
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Upon request, the exchange agent will send to you a notice of
guaranteed delivery if you wish to tender your outstanding notes
according to the guaranteed delivery procedures.
Acceptance
of Outstanding Notes for Exchange
In all cases, we will promptly issue exchange notes for
outstanding notes that we have accepted for exchange under the
exchange offers only after the exchange agent timely receives:
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outstanding notes or a timely book-entry confirmation of such
outstanding notes into the exchange agents account at the
book-entry transfer facility; and
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a properly completed and duly executed letter of transmittal and
all other required documents or a properly transmitted
agents message.
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In addition, each broker-dealer that is to receive exchange
notes for its own account in exchange for outstanding notes must
represent that such outstanding notes were acquired by that
broker-dealer as a result of market-making activities or other
trading activities and must acknowledge that it will deliver a
prospectus that meets the requirements of the Securities Act in
connection with any resale of the exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the
Securities Act. See Plan of Distribution.
We will interpret the terms and conditions of the exchange
offers, including the letter of transmittal and the instructions
to the letter of transmittal, and will resolve all questions as
to the validity, form, eligibility, including time of receipt,
and acceptance of outstanding notes tendered for exchange. Our
determinations in this regard will be final and binding on all
parties. We reserve the absolute right to reject any and all
tenders of any particular outstanding notes not properly
tendered or to not accept any particular outstanding notes if
the acceptance might, in our or our counsels judgment, be
unlawful. We also reserve the absolute right to waive any
defects or irregularities as to any particular outstanding notes
prior to the expiration of the exchange offers.
Unless waived, any defects or irregularities in connection with
tenders of outstanding notes for exchange must be cured within
such reasonable period of time as we determine. Neither Oncor,
the exchange agent nor any other person will be under any duty
to give notification of any defect or irregularity with respect
to any tender of outstanding notes for exchange, nor will any of
them incur any liability for any failure to give notification.
Any certificates representing outstanding notes received by the
exchange agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be
returned by the exchange agent to the tendering holder, unless
otherwise provided in the letter of transmittal, promptly after
the expiration of the exchange offers or termination of the
exchange offers.
Withdrawal
Rights
Except as otherwise provided in this prospectus, you may
withdraw your tender of outstanding notes at any time prior to
11:59 p.m., New York City time, on the expiration date.
For a withdrawal to be effective:
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the exchange agent must receive a written notice, which may be
by facsimile or letter, of withdrawal at its address set forth
below under Exchange Agent; or
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you must comply with the appropriate procedures of DTCs
Automated Tender Offer Program system.
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Any notice of withdrawal must:
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specify the name of the person who tendered the outstanding
notes to be withdrawn;
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identify the outstanding notes to be withdrawn, including the
certificate numbers and principal amount of the outstanding
notes; and
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where certificates for outstanding notes have been transmitted,
specify the name in which such outstanding notes were
registered, if different from that of the withdrawing holder.
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If certificates for outstanding notes have been delivered or
otherwise identified to the exchange agent, then, prior to the
release of such certificates, you must also submit:
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the serial numbers of the particular certificates to be
withdrawn; and
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a signed notice of withdrawal with signatures guaranteed by an
eligible institution unless you are an eligible guarantor
institution.
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If outstanding notes have been tendered pursuant to the
procedures for book-entry transfer described above, any notice
of withdrawal must specify the name and number of the account at
the book-entry transfer facility to be credited with the
withdrawn outstanding notes and otherwise comply with the
procedures of the facility. We will determine all questions as
to the validity, form and eligibility, including time of receipt
of notices of withdrawal, and our determination will be final
and binding on all parties. Any outstanding notes so withdrawn
will be deemed not to have been validly tendered for exchange
for purposes of the exchange offers. Any outstanding notes that
have been tendered for exchange but that are not exchanged for
any reason will be returned to their holder, without cost to the
holder, or, in the case of book-entry transfer, the outstanding
notes will be credited to an account at the book-entry transfer
facility, promptly after withdrawal, rejection of tender or
termination of the exchange offers. Properly withdrawn
outstanding notes may be retendered by following the procedures
described under Procedures for Tendering
Outstanding Notes above at any time prior to the
expiration of the exchange offers.
Exchange
Agent
The Bank of New York Mellon Trust Company, N.A. has been
appointed as the exchange agent for the exchange offers. The
Bank of New York Mellon Trust Company, N.A also acts as
trustee under the Indenture. You should direct all executed
letters of transmittal and all questions and requests for
assistance, requests for additional copies of this prospectus or
of the letter of transmittal and requests for notices of
guaranteed delivery to the exchange agent addressed as follows:
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By Registered or Certified Mail:
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By Regular Mail:
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By Overnight Courier or Hand Delivery:
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The Bank of New York Mellon
Corporate Trust
Reorganization Unit
480 Washington Boulevard
27th
floor
Jersey City, NJ 07310
Attn: Carolle Montreuil
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The Bank of New York Mellon
Corporate Trust
Reorganization Unit
480 Washington Boulevard
27th
floor
Jersey City, NJ 07310
Attn: Carolle Montreuil
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The Bank of New York Mellon
Corporate Trust
Reorganization Unit
480 Washington Boulevard
27th floor
Jersey City, NJ 07310
Attn: Carolle Montreuil
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By Facsimile Transmission
(eligible institutions only):
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(212) 298-1915
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To Confirm by Telephone:
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(212) 815-5920
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If you deliver the letter of transmittal to an address other
than the one set forth above or transmit instructions via
facsimile to a number other than the one set forth above, that
delivery or those instructions will not be effective.
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Fees and
Expenses
The registration rights agreements provide that we will bear all
expenses in connection with the performance of our obligations
relating to the registration of the exchange notes and the
conduct of the exchange offers. These expenses include
registration and filing fees, accounting and legal fees and
printing costs, among others. We will pay the exchange agent
reasonable and customary fees for its services and reasonable
out-of-pocket
expenses. We will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for customary mailing and
handling expenses incurred by them in forwarding this prospectus
and related documents to their clients that are holders of
outstanding notes and for handling or tendering for such clients.
We have not retained any dealer-manager in connection with the
exchange offers and will not pay any fee or commission to any
broker, dealer, nominee or other person, other than the exchange
agent, for soliciting tenders of outstanding notes pursuant to
the exchange offers.
Accounting
Treatment
We will record the exchange notes in our accounting records at
the same carrying value as the outstanding notes, which is the
aggregate principal amount as reflected in our accounting
records on the date of exchanges. Accordingly, we will not
recognize any gain or loss for accounting purposes upon the
consummation of the exchange offers. We will record the expenses
of the exchange offers as incurred.
Transfer
Taxes
We will pay all transfer taxes, if any, applicable to the
exchanges of outstanding notes under the exchange offers. The
tendering holder, however, will be required to pay any transfer
taxes, whether imposed on the registered holder or any other
person, if:
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certificates representing outstanding notes for principal
amounts not tendered or accepted for exchange are to be
delivered to, or are to be issued in the name of, any person
other than the registered holder of outstanding notes tendered;
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tendered outstanding notes are registered in the name of any
person other than the person signing the letter of
transmittal; or
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a transfer tax is imposed for any reason other than the exchange
of outstanding notes under the exchange offers.
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If satisfactory evidence of payment of such taxes is not
submitted with the letter of transmittal, the amount of such
transfer taxes will be billed to that tendering holder.
Holders who tender their outstanding notes for exchange will not
be required to pay any transfer taxes. However, holders who
instruct us to register exchange notes in the name of, or
request that outstanding notes not tendered or not accepted in
the exchange offers be returned to, a person other than the
registered tendering holder will be required to pay any
applicable transfer tax.
Consequences
of Failure to Exchange
If you do not exchange your outstanding notes for exchange notes
under the exchange offers, your outstanding notes will remain
subject to the restrictions on transfer of such outstanding
notes:
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as set forth in the legend printed on the outstanding notes as a
consequence of the issuance of the outstanding notes pursuant to
the exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable
state securities laws; and
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as otherwise set forth in the offering memoranda distributed in
connection with the private offering of the 2040 outstanding
notes and the exchange offer for the 2017 outstanding notes and
the 2020 outstanding notes.
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In general, you may not offer or sell your outstanding notes
unless they are registered under the Securities Act or if the
offer or sale is exempt from registration under the Securities
Act and applicable state securities laws. Except as required by
the registration rights agreements, we do not intend to register
resales of the outstanding notes under the Securities Act.
Other
Participating in the exchange offers is voluntary, and you
should carefully consider whether to accept. You are urged to
consult your financial and tax advisors in making your own
decision on what action to take.
We may in the future seek to acquire untendered outstanding
notes in open market or privately negotiated transactions,
through subsequent exchange offers or otherwise. We have no
present plans to acquire any outstanding notes that are not
tendered in the exchange offers or to file a registration
statement to permit resales of any untendered outstanding notes.
DESCRIPTION
OF THE NOTES
General
The Indenture and an officers certificate relating to each
series of the notes (collectively, Officers Certificates)
establish the terms of the notes. The notes are a series of debt
securities that we may issue under the Indenture. The notes and
all other debt securities issued under the Indenture are
collectively referred to herein as Debt Securities.
The Indenture permits us to issue an unlimited amount of Debt
Securities from time to time, subject to certain limitations
under the Indenture and the Deed of Trust. See
Securing Additional Obligations and
Limitation on Secured Debt below. All
Debt Securities of any one series need not be issued at the same
time, and a series may be reopened for issuances of additional
Debt Securities of such series. This means that we may from time
to time, without the consent of the existing holders of the
notes of any series, create and issue further Debt Securities
having the same terms and conditions as the notes in all
respects, except for issue date, issue price and, if applicable,
the initial interest payment on such Debt Securities. Additional
Debt Securities issued in this manner will be consolidated with,
and will form a single series with, the applicable series of
notes.
The Indenture, the Officers Certificates and the Deed of
Trust contain the full legal text of the matters described in
this section. Because this section is a summary, it does not
describe every aspect of the notes or the Indenture. This
summary is subject to and qualified in its entirety by reference
to all the provisions of the Indenture, the Officers
Certificates and the Deed of Trust, including definitions of
certain terms used therein. We also include references in
parentheses to certain sections of the Indenture and Deed of
Trust. Whenever we refer to particular sections or defined terms
of the Indenture or the Deed of Trust in this prospectus, those
sections or defined terms are incorporated by reference herein.
The securities and other Debt Securities issued under the
Indenture will rank equally with all of our other senior
indebtedness that is secured by the Collateral. As of
December 31, 2010, the aggregate amount of our secured
indebtedness outstanding was $5.208 billion, which includes
$383 million of short-term debt outstanding under our
revolving credit facility. Our secured indebtedness does not
include $667 million outstanding principal amount, as of
December 31, 2010, of transition bonds issued by Oncor
Electric Delivery Transition Bond Company LLC, our
bankruptcy-remote financing subsidiary, which transition bonds
are not secured by the Collateral.
The exchange notes will be issuable in the form of fully
registered notes in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. Exchange notes will be
represented by one or more global certificates, will be issued
only in fully registered form and, when issued, will be
registered in the name of Cede & Co., as registered
owner and as nominee for DTC. Exchange notes sold pursuant to
Regulation S will be evidenced by one or more separate
global certificates and will be registered in the name of
Cede & Co., as registered owner and as nominee for DTC
for the accounts of Euroclear and Clearstream Banking. DTC will
act as securities depository for the exchange notes, with
certain exceptions. Purchases of beneficial interests in these
global certificates will be made in book-entry form. See
Book-Entry below.
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The notes may be transferred without charge, other than for
applicable taxes or other governmental charges, at The Bank of
New York Mellon Trust Company, N.A.,
c/o The
Bank of New York, New York, New York.
Maturity
and Interest
The 2017 exchange notes will mature on September 30, 2017,
the 2020 exchange notes will mature on September 30, 2020
and the 2040 exchange notes will mature on September 30,
2040. Interest on the exchange notes will:
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be payable in US dollars on the 2017 exchange notes, the 2020
exchange notes and the 2040 exchange notes at the rate of 5.00%,
5.75% and 5.25% a year, respectively;
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be computed for each interest period on the basis of a
360-day year
consisting of twelve
30-day
months and, with respect to any period less than a full month,
on the basis of the actual number of days elapsed during the
period;
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be payable semi-annually in arrears on March 30 and September 30
of each year, and at maturity, beginning on March 30, 2011;
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accrue from, and including, the date of original
issuance; and
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be paid to the persons in whose names the exchange notes are
registered at the close of business on the 15th calendar
day before each interest payment date for the exchange notes. We
will not be required to make transfers or exchanges of the
exchange notes for a period of 15 calendar days before an
interest payment date.
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If any interest payment date, maturity date or redemption date
falls on a day that is not a business day, such interest payment
date will be postponed to the next succeeding business day, and
no interest on such payment will accrue for the period from and
after the interest payment date, maturity date or redemption
date to such next succeeding business day. The term
business day means, with respect to any note, any
day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of New
York are generally authorized or required by law, regulation or
executive order to remain closed.
Optional
Redemption
We may redeem the notes, in whole or in part, at our option, at
any time prior to their maturity. We will give notice of our
intent to redeem the notes at least 30 days prior to the
redemption date. If we redeem all or any part of the notes, we
will pay a make whole redemption price equal to the
greater of:
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100% of the principal amount of the notes being redeemed, or
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the sum of the present values of the remaining scheduled
payments of principal and interest (excluding the portion of any
such interest accrued to the redemption date) on the notes being
redeemed, discounted to the redemption date on a semi-annual
basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate plus 0.25% in the case of 2017
exchange notes and 2040 exchange notes and the Treasury Rate
plus 0.50% in the case of 2020 exchange notes.
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plus, in each case, accrued interest to the redemption date on
the notes being redeemed.
Treasury Rate means, with respect to any
redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue, expressed as
a percentage of its principal amount, equal to the Comparable
Treasury Price for such redemption date.
Comparable Treasury Issue means the United
States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term of
the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the notes.
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Comparable Treasury Price means, with respect
to any redemption date, (i) the average of the bid and
asked prices for the Comparable Treasury Issue, expressed in
each case as a percentage of its principal amount, on the third
business day preceding such redemption date, as set forth in the
H. 15 Daily Update of the Federal Reserve Bank or (ii) if
such release, or any successor release, is not published or does
not contain prices on such business day, the Reference Treasury
Dealer Quotation actually obtained by the Trustee for such
redemption date.
H.15 (519) means the weekly statistical
release entitled H.15 (519) Selected Interest
Rates, or any successor publication, published by the
Board of Governors of the Federal Reserve System.
H.15 Daily Update means the daily update of
H.15 (519) available through the worldwide website of the
Board of Governors of the Federal Reserve System or any
successor site or publication.
Independent Investment Banker means the
Reference Treasury Dealer.
Reference Treasury Dealer means a primary US
Government securities dealer in New York City appointed by Oncor.
Reference Treasury Dealer Quotation means,
with respect to the Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at
11:59 p.m. on the third business day preceding such
redemption date.
If, at the time notice of optional redemption is given, the
redemption moneys are not held by the Trustee, the redemption
may be made subject to their receipt on or before the date fixed
for redemption and such notice will be of no effect unless such
moneys are so received.
Upon payment of the redemption price, on and after the
redemption date interest will cease to accrue on the notes or
portions thereof called for redemption.
Payment
and Paying Agents
Interest on each note payable on any interest payment date will
be paid to the person in whose name that note is registered at
the close of business on the regular record date for that
interest. However, interest payable at maturity will be paid to
the person to whom the principal is paid. If there has been a
default in the payment of interest on any note, the defaulted
interest may be paid to the holder of that note as of the close
of business on a date between 10 and 15 days before the
date proposed by us for payment of such defaulted interest or in
any other lawful manner permitted by any securities exchange on
which that note may be listed, if the Trustee finds it workable.
(Indenture, Section 307.)
Principal, premium, if any, and interest on the notes at
maturity will be payable upon presentation of the notes at the
corporate trust office of The Bank of New York Mellon
Trust Company, N.A.,
c/o The
Bank of New York, New York, New York, as paying agent for Oncor.
However, we may choose to make payment of interest by check
mailed to the address of the persons entitled to such payment.
We may change the place of payment on the notes, appoint one or
more additional paying agents (including Oncor) and remove any
paying agent, all at our discretion. (Indenture,
Section 702.)
Registration
and Transfer
The transfer of notes may be registered, and notes may be
exchanged for other notes of the same series or tranche of
authorized denominations and with the same terms and principal
amount, at the offices of the Trustee in New York, New York.
(Indenture, Section 305.) We may designate one or more
additional places, or change the place or places previously
designated, for the registration of the transfer and the
exchange of the notes. (Indenture, Section 702.) No service
charge will be made for any registration of transfer or exchange
of the notes. However, we may require payment to cover any tax
or other governmental charge that may be imposed in connection
with such registration of transfer or exchange. We will not be
required to execute or to provide for the registration of
transfer or the exchange of
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any note during the 15 days before an interest payment date,
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any note during the 15 days before giving any notice of
redemption, or
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any note selected for redemption in whole or in part except the
unredeemed portion of any note being redeemed in part.
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(Indenture, Section 305.)
Security
Except as described below under this heading and under
Securing Additional Obligations, and
subject to the exceptions discussed under
Release of Collateral, all Debt
Securities and other secured indebtedness of Oncor (other than
the transition bonds) issued under the Indenture while the lien
under the Deed of Trust is in effect will be secured equally and
ratably, by a lien on all of the Collateral, which consists of
our right, title and interest in and to all property, real,
personal and mixed, wherever located, including the following
property (other than Excepted Property, as defined below):
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all real property owned in fee, easements and other interests in
real property that are specifically described in the Deed of
Trust;
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all facilities, machinery, equipment and fixtures for the
transmission and distribution of electric energy, including, but
not limited to, all switchyards, towers, substations,
transformers, poles, lines, cables, conduits, ducts, conductors,
meters, regulators and all other property used or to be used for
any or all of those purposes;
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all buildings, offices, warehouses, structures or improvements
in addition to those referred to or otherwise included in the
previous two bullets;
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all computers, data processing, data storage, data transmission
and/or
telecommunications facilities, equipment and apparatus necessary
for the operation or maintenance of any facilities, machinery,
equipment or fixtures described or referred to in the second
bullet point above; and
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all of the property listed above in the process of construction.
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Excepted Property means among other things,
the following types of property: (1) cash and securities;
(2) contracts, leases and other agreements of all kinds,
contract rights, bills, notes and other instruments and chattel
paper; (3) all revenues, income and earnings, all accounts,
accounts receivable, rights to payment, payment intangibles and
unbilled revenues, transition property, and all rents, tolls,
issues, product and profits, claims, credits, demands and
judgments; (4) governmental and other licenses, permits,
franchises, consents and allowances; (5) intellectual
property rights and other general intangibles;
(6) vehicles, movable equipment, aircraft and vessels;
(7) all goods, stock in trade, wares, merchandise and
inventory held for sale or lease in the ordinary course of
business; (8) materials, supplies, inventory and other
personal property consumable in the operation of the Collateral;
(9) fuel; (10) tools and equipment;
(11) furniture and furnishings; (12) computers and
data processing, data storage, data transmission,
telecommunications and other facilities, equipment and
apparatus, which, in any case, are used primarily for
administrative or clerical purposes or are otherwise not
necessary for the operation or maintenance of the facilities,
machinery, equipment or fixtures that are part of the
Collateral; (13) coal, lignite, ore, gas, oil and other
minerals and timber rights; (14) electric energy, gas,
steam, water and other products generated, produced,
manufactured, purchased or otherwise acquired; (15) real
property and facilities used primarily for the production or
gathering of natural gas; (16) leasehold interests;
(17) all property which is or has been released from the
Deed of Trust; (18) all property located outside of the
State of Texas; (19) all property and plants used by us in
the generation of electricity; and (20) all property not
acquired or constructed by us for use in our electric
transmission and distribution business. (Deed of Trust,
Section 1.)
The Deed of Trust provides that, in general, after-acquired
property, other than Excepted Property, will constitute
Collateral. (Deed of Trust, Section 1.)
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As described above, the notes are secured by liens on the
Collateral. At December 31, 2010, the net book value of the
Collateral was approximately $9.1 billion. The exchange
notes will be secured obligations of Oncor that will rank
equally with all our outstanding senior indebtedness that is
secured by the Collateral. At December 31, 2010, Oncor had
$5.208 billion aggregate principal amount of secured debt
outstanding, of which $383 million aggregate principal
amount was issued under our revolving credit facility pursuant
to the Credit Agreement, and $4.825 billion in aggregate
principal amount were senior secured notes and debentures, all
of which are secured by the Collateral. Our secured indebtedness
does not include the transition bonds issued by Oncor Electric
Delivery Transition Bond Company LLC, Oncors
bankruptcy-remote financing subsidiary, with an outstanding
principal balance of $667 million as of December 31,
2010. These transition bonds are not secured by the Collateral.
Credit Agreement means the Revolving Credit
Agreement, dated as of October 10, 2007, among Oncor,
JPMorgan Chase Bank, N.A., Citibank, N.A. and the other banks
party thereto.
Permitted
Liens
The lien granted pursuant to the Deed of Trust is subject to
permitted liens described in the Indenture, the Indenture and
Deed of Trust dated as of May 1, 2002 between Oncor and The
Bank of New York Mellon Trust Company, N.A. (May 2002
Indenture), and the Credit Agreement. These permitted liens
include (1) liens existing at the date of the May 2002
Indenture; (2) liens on property at the time we acquire the
property; (3) tax liens and other governmental charges
which are not delinquent or which are being contested in good
faith; (4) liens incurred or created in connection with or
to secure the performance of bids, tenders, contracts, leases,
statutory obligations, surety bonds or appeal bonds;
(5) liens securing indebtedness, neither assumed nor
guaranteed by us nor on which we customarily pay interest,
existing upon real estate or rights in or relating to real
estate acquired by us for any substation, transmission line,
transportation line, distribution line, right of way or similar
purpose; (6) mechanics and materialmens liens;
(7) certain leases and leasehold interests; (8) rights
reserved to or vested in government authorities; (9) rights
of others to take minerals, timber, electric energy or capacity,
gas, water, steam or other products produced by us or by others
on our property, rights and interests of persons other than us
arising out of agreements relating to the common ownership or
joint use of the property; (10) liens on the interests of
persons other than us in our property; (11) liens which
have been bonded or for which other security arrangements have
been made; (12) purchase money liens and liens related to
the acquisition of property; (13) liens which secure
obligations under the Indenture and the May 2002 Indenture
equally and ratably with other secured obligations of ours;
(14) liens on our property to secure debt for borrowed
money in an aggregate principal amount not exceeding the greater
of 10% of our net tangible assets or 10% of our capitalization;
(15) rights reserved to or vested in any municipality or
public authority by the terms of any right, power, franchise,
grant, license or permit, or by any provision of law, to
terminate such right, power, franchise, grant, license or permit
or to purchase or recapture or to designate a purchaser of any
of our property; (16) rights reserved to or vested in any
municipality or public authority to use, control or regulate any
of our property; (17) any obligations or duties to any
municipality or public authority with respect to any franchise,
grant, license or permit; (18) any controls, liens,
restrictions, regulations, easements, exceptions or reservations
of any municipality or public authority applying particularly to
space satellites or nuclear fuel; (19) certain judgment
liens; (20) any lien arising by reason of deposits with or
giving of any form of security to any governmental entity as a
condition to the transaction of any business or the exercise of
any privilege or license; (21) and any landlords lien
on fixtures or movable property so long as the rent secured
thereby is not in default and (22) certain easements,
licenses, restrictions, defects, irregularities and certain
deficiencies in titles.
Excepted
Property
The Collateral does not include Excepted Property. The Deed of
Trust provides that, in general, after-acquired property, other
than Excepted Property, will constitute Collateral. (Deed of
Trust, Section 1.) However, property that is released from
the Deed of Trust will not become subject to the lien of the
Deed of Trust unless and until we execute an amendment to the
Deed of Trust subjecting that property to such lien.
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Release
of Collateral
Unless an event of default under the Credit Agreement, the
Indenture, the May 2002 Indenture or any other indebtedness
secured by the Deed of Trust, has occurred and is continuing, we
may obtain the release from the lien of the Deed of Trust of any
part of the Collateral, or any interest in the Collateral, other
than cash held by the Collateral Agent under the Deed of Trust
(Collateral Agent), upon delivery to the Collateral Agent of an
amount in cash equal to the amount, if any, by which the fair
value (as determined under the Deed of Trust) of the Collateral
exceeds the aggregate of:
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an amount equal to the aggregate principal amount of any
obligations secured by a purchase money lien delivered to the
Collateral Agent, to be held as part of the Collateral, subject
to the limitations in the Deed of Trust;
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an amount equal to the cost (as determined under the Deed of
Trust) or fair value to us (whichever is less), after making any
deductions and any Property Additions (as defined in the Deed of
Trust) not constituting Funded Property (as defined in the Deed
of Trust), except that such deductions and additions need not be
made if the Property Additions were acquired or made within the
90-day
period preceding the release;
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an amount equal to 23/20 of an aggregate principal amount of
additional obligations that we elect to secure under the Deed of
Trust; provided that we waive the right to secure the additional
obligations and any Available Bond Credits (as defined below)
which were the basis of the right to secure such amount of those
additional obligations will be deemed to have been made the
basis of such release of property;
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an amount in cash
and/or an
amount equal to the aggregate principal amount of any
obligations secured by purchase money lien that, in either case,
is evidenced to the Collateral Agent by a certificate of the
trustee or other holder of a lien prior to the lien of the Deed
of Trust to have been received by such trustee or other holder
in accordance with the provisions of the lien in consideration
for the release of such property or any part thereof from such
lien, all subject to the limitations set forth in the Deed of
Trust; and
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any taxes and expenses incidental to any sale, exchange,
dedication or other disposition of the property to be released.
(Deed of Trust, Section 20.2.)
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Unless an event of default under the Credit Agreement, the
Indenture, the May 2002 Indenture or any other indebtedness
secured by the Deed of Trust, has occurred and is continuing,
Collateral which is not Funded Property may generally be
released from the lien of the Deed of Trust without depositing
any cash or property with the Collateral Agent as long as
(1) the aggregate amount of cost or fair value to us
(whichever is less) of all property which does not constitute
Funded Property (excluding the property to be released) after
certain deductions and additions, including adjustments to
offset property retirements, is not less than zero or
(2) the cost or fair value (whichever is less) of property
to be released does not exceed the aggregate amount of the cost
or fair value to us (whichever is less) of property additions
acquired or made within the
90-day
period preceding the release. (Deed of Trust, Section 20.3.)
The Deed of Trust provides simplified procedures for the release
of minor properties and property taken by eminent domain, and
provides for dispositions of certain obsolete property without
any release or consent by the Collateral Agent. Under the Deed
of Trust, a property is considered minor if the aggregate fair
value of such property on any date in a given calendar year,
together with all other minor properties released in the
calendar year, does not exceed the greater of
(1) $10 million, or (2) 3% of the then
outstanding aggregate principal amount of the obligations
secured by the Deed of Trust. (Deed of Trust,
Sections 20.1, 20.4 and 20.5.)
If we retain an interest in any property released from the lien
granted under the Deed of Trust, the Deed of Trust will not
become a lien on the property or an interest in the property or
any improvements, extensions or additions to the property or
renewals, replacements or substitutions of or for the property
or any part or
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parts thereof unless we execute and deliver to the Collateral
Agent an amendment of the Deed of Trust containing a grant,
conveyance, transfer and mortgage thereof. (Deed of Trust,
Section 20.9.)
Withdrawal
or Other Application of Funded Cash; Purchase Money
Obligations
Except as otherwise provided in the Deed of Trust, unless an
event of default under the Credit Agreement, the Indenture, the
May 2002 Indenture or any other indebtedness secured by the Deed
of Trust, has occurred and is continuing, any Funded Cash (as
defined in the Deed of Trust) held by the Collateral Agent, and
any other cash which is required to be withdrawn, used or
applied as provided below, may (1) be withdrawn by us
(i) to the extent of the cost or fair value to us
(whichever is less) of Property Additions not constituting
Funded Property, after certain deductions and additions,
including adjustments to offset retirements (except that such
adjustments need not be made if such property additions were
acquired or made within the
90-day
period preceding the withdrawal); (ii) in an amount equal
to the aggregate principal amount of additional obligations we
would be entitled to secure; and (iii) in an amount equal
to the aggregate principal amount of outstanding obligations
delivered to the Collateral Agent; (2) upon our request, be
used by the Collateral Agent for the purchase or payment of
obligations as directed or approved by us; and (3) be
applied by the Collateral Agent to the payment at maturity or
redemption of obligations. (Deed of Trust, Section 21.)
Securing
Additional Obligations
The Collateral Agent will permit securing with Collateral
additional obligations that we elect to secure under the Deed of
Trust, at one time or from
time-to-time
in accordance with the following:
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Additional obligations may be secured on the basis of Property
Additions (which do not constitute Funded Property) in a
principal amount not exceeding 85% of the cost or the fair value
to us of the Property Additions (whichever is less) after making
certain deductions and additions described in the Deed of Trust;
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Additional obligations may be secured on the basis of, and in an
aggregate principal amount not exceeding the aggregate principal
amount of, Available Bond Credits; and
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Additional obligations may be secured on the basis of, and in an
aggregate principal not exceeding the amount of, any cash
deposited with the Collateral Agent for such purpose.
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Any withdrawal of cash under the last bullet above will operate
as a waiver by us of our right to secure the obligations on
which it is based, and those obligations may not be secured by
the Deed of Trust. Any Property Additions which have been made
the basis of any such right to secure additional obligations
that we elect to secure under the Deed of Trust will be deemed
to have been made the basis of the withdrawal of such cash. Any
Available Bond Credits which have been made the basis of any
such right to secure additional obligations that Oncor elects to
secure under the Deed of Trust will be deemed to have been made
the basis of the withdrawal of such cash. (Deed of Trust,
Section 22.)
Available Bond Credits equaled approximately
$1.386 billion as of December 31, 2010. Available Bond
Credits will be (1) increased by the principal amount of
obligations (other than obligations secured by the Deed of
Trust) paid, retired or cancelled or for the payment of which
money has been deposited with the applicable secured party
representative, and (2) decreased by the principal amount
of additional obligations that we elect to secure under the Deed
of Trust pursuant to provisions described under this heading.
The amount of additional potential indebtedness that could be
secured by Property Additions, subject to appraisal and a
certification process of such Property Additions, was
$1.161 billion as of December 31, 2010.
Defeasance
Our indebtedness in respect of the notes will be satisfied and
discharged if we irrevocably deposit with the Trustee or any
paying agent, other than Oncor, sufficient cash or US government
securities to pay the principal, interest and any premium when
due on the stated maturity date or a redemption date of that
series of notes, subject to the other conditions of the
Indenture. (Indenture, Section 801.)
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Limitation
on Secured Debt
So long as any of the Debt Securities remain outstanding,
subject to the limitations described under
Securing Additional Obligations, we will
not issue any Secured Debt other than Permitted Secured Debt
without the consent of the holders of a majority in principal
amount of the outstanding Debt Securities of all series with
respect to which this covenant is made, considered as one class;
provided, however, that this covenant will not prohibit the
creation or existence of any Secured Debt if either:
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we make effective provision whereby all notes and other affected
Debt Securities then outstanding will be secured at least
equally and ratably with such Secured Debt; or
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we deliver to the Trustee bonds, notes or other evidences of
indebtedness secured by the lien which secures such Secured Debt
in an aggregate principal amount equal to the aggregate
principal amount of the notes and other affected Debt Securities
then outstanding and meeting certain other requirements set
forth in the Indenture.
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Definitions
For purposes of this subsection Limitation on
Secured Debt, the following terms have the meanings given
below:
Capitalization means the total of all the
following items appearing on, or included in, our unconsolidated
balance sheet: (1) liabilities for indebtedness maturing
more than 12 months from the date of determination and
(2) common stock, common stock expense, accumulated other
comprehensive income or loss, preferred stock, preference stock,
premium on common stock and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise
deducted, the cost of shares of our capital stock held in our
treasury, if any. Capitalization will be determined in
accordance with generally accepted accounting principles and
practices applicable to the type of business in which we are
engaged, and may be determined as of the date not more than
60 days prior to the happening of the event for which the
determination is being made.
Capitalized Lease Liabilities means the
amount, if any, shown as liabilities on our unconsolidated
balance sheet for capitalized leases of electric transmission
and distribution property not owned by us, which amount will be
determined in accordance with generally accepted accounting
principles and practices applicable to the type of business in
which we are engaged.
Debt means:
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our indebtedness for borrowed money evidenced by a bond,
debenture, note or other written instrument or agreement by
which we are obligated to repay such borrowed money;
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any guaranty by us of any such indebtedness of another
person; and
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any Capitalized Lease Liabilities of Oncor.
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Debt does not include, among other things:
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indebtedness under any installment sale or conditional sale
agreement or any other agreement relating to indebtedness for
the deferred purchase price of property or services;
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any trade obligations (including any obligations under power or
other commodity purchase agreements and any associated hedges or
derivatives) or other obligations in the ordinary course of
business;
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obligations under any lease agreement that are not Capitalized
Lease Liabilities; or
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any liens securing indebtedness, neither assumed nor guaranteed
by us nor on which we customarily pay interest, existing upon
real estate or rights in or relating to real estate acquired by
us for substation, transmission line, transportation line,
distribution line or right of way purposes.
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Net Tangible Assets means the amount shown as
total assets on our unconsolidated balance sheet, less
(1) intangible assets including, but without limitation,
such items as goodwill, trademarks, trade names,
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patents, unamortized debt discount and expense and other
regulatory assets carried as assets on our unconsolidated
balance sheet and (2) appropriate adjustments, if any, on
account of minority interests. Net Tangible Assets will be
determined in accordance with generally accepted accounting
principles and practices applicable to the type of business in
which we are engaged.
Permitted Secured Debt means, as of any
particular time:
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Secured Debt which matures less than one year from the date of
the issuance or incurrence and is not extendible at the option
of the issuer; and any refundings, refinancings
and/or
replacements of any such Secured Debt by or with similar Secured
Debt that matures less than one year from the date of such
refunding, refinancing
and/or
replacement and is not extendible at the option of the issuer;
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Secured Debt secured by Purchase Money Liens (as defined in the
Indenture) or any other liens existing or placed upon property
at the time of, or within one hundred eighty (180) days
after, the acquisition thereof by us, and any refundings,
refinancings
and/or
replacements of any such Secured Debt; provided, however, that
no such Purchase Money Lien or other lien will extend to or
cover any of our property other than (1) the property so
acquired and improvements, extensions and additions to such
property and renewals, replacements and substitutions of or for
the property or any part or parts of the property and
(2) with respect to Purchase Money Liens, other property
subsequently acquired by us;
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Secured Debt relating to governmental obligations the interest
on which is not included in gross income for purposes of federal
income taxation pursuant to Section 103 of the Internal
Revenue Code of 1986, as amended (or any successor provision of
law) (the Code), for the purpose of financing or refinancing, in
whole or in part, costs of acquisition or construction of
property to be used by us, to the extent that the lien which
secures the Secured Debt is required either by applicable law or
by the issuer of such governmental obligations or is otherwise
necessary in order to establish or maintain the exclusion from
gross income; and any refundings, refinancings
and/or
replacements of any Secured Debt by or with similar Secured Debt;
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Secured Debt (1) which is related to the construction or
acquisition of property not previously owned by us or
(2) which is related to the financing of a project
involving the development or expansion of our property and
(3) in either case, the obligee in respect of which has no
recourse to us or any of our property other than the property
constructed or acquired with the proceeds of such transaction or
the project financed with the proceeds of such transaction (or
the proceeds of such property or such project); and any
refundings, refinancings
and/or
replacements of any such Secured Debt by or with Secured Debt
described in (3) above; and
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in addition to the Permitted Secured Debt described above,
Secured Debt not otherwise so permitted in an aggregate
principal amount not exceeding the greater of 10% of
Oncors Net Tangible Assets or 10% of Oncors
Capitalization.
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Secured Debt means Debt created, issued,
incurred or assumed by us which is secured by a lien upon any of
our property (other than Excepted Property). For purposes of
this covenant, any Capitalized Lease Liabilities of ours will be
deemed to be Debt secured by a lien on our property.
(Indenture, Section 707.)
Consolidation,
Merger and Sale of Assets
Under the terms of the Indenture, we may not consolidate with or
merge into any other entity or convey, transfer or lease our
Electric Utility Property (as defined below) as an entirety or
substantially as an entirety to any entity, unless:
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the surviving or successor entity, or an entity which acquires
by conveyance or transfer or which leases our Electric Utility
Property as an entirety or substantially as an entirety is
organized and existing under the laws of any domestic
jurisdiction and it expressly assumes our obligations on all
Debt Securities then outstanding under the Indenture;
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in the case of a lease, such lease is made expressly subject to
termination by us or by the Trustee and by the purchaser of the
property so leased at any sale thereof at any time during the
continuance of an event of default under the Indenture;
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we will have delivered to the Trustee an officers
certificate and an opinion of counsel as provided in the
Indenture; and
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immediately after giving effect to the transaction, no event of
default under the Indenture, or event which, after notice or
lapse of time or both, would become an event of default under
the Indenture, has occurred and is continuing.
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(Indenture, Section 1201.) In the case of the conveyance or
other transfer of the Electric Utility Property as or
substantially as an entirety to any other entity, upon the
satisfaction of all the conditions described above we would be
released and discharged from all obligations and covenants under
the Indenture and on the Debt Securities then outstanding unless
we elect to waive such release and discharge. (Indenture,
Section 1203.)
The Indenture does not prevent or restrict:
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any conveyance or other transfer, or lease, of any part of our
Electric Utility Property which does not constitute the
entirety, or substantially the entirety, thereof, or
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any conveyance, transfer or lease of any of our properties where
we retain Electric Utility Property with a fair value in excess
of 143% of the aggregate principal amount of all outstanding
Debt Securities, and any other outstanding debt securities that
rank equally with, or senior to, the Debt Securities with
respect to such Electric Utility Property. This fair value will
be determined within 90 days of the conveyance, transfer or
lease by an independent expert that is approved by the Trustee.
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(Indenture, Section 1205.)
Electric Utility Property means property of
Oncor which is comprised of substantially all of our tangible
properties in Texas used or useful or to be used in connection
with the transmission and distribution of electric energy,
exclusive of certain excepted property. (Indenture,
Section 101.)
The terms of the Indenture do not restrict Oncor in a merger in
which Oncor is the surviving entity. (Indenture,
Section 1204.)
Highly
Leveraged Transactions
The covenants contained in the Indenture will not afford the
holders of the securities protection in the event of a highly
leveraged transaction involving Oncor.
Events of
Default
Event of default, when used in the Indenture
with respect to Debt Securities, means any of the following:
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failure to pay interest on any Debt Security for 30 days
after it is due and payable;
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failure to pay the principal of or any premium on any Debt
Security when due and payable;
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failure to perform or breach of any other covenant or warranty
in the Indenture that continues for 90 days after we
receive written notice from the Trustee, or we and the Trustee
receive a written notice from the holders of at least 33% in
aggregate principal amount of the outstanding Debt Securities;
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events of bankruptcy, insolvency or reorganization of Oncor
specified in the Indenture;
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sale or transfer of all or any part of the Collateral in a
foreclosure of the lien on the Collateral which secures the Debt
Securities and other Secured Debt (other than Permitted Secured
Debt); or
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any other event of default included in any supplemental
indenture for a particular series of Debt Securities.
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(Indenture, Sections 901, 1301 and 1307.)
36
Remedies
If an event of default under the Indenture occurs and is
continuing, then the Trustee or the holders of at least 33% in
aggregate principal amount of the outstanding Debt Securities
may declare the principal amount of all of the Debt Securities
to be due and payable immediately.
At any time after a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has
been obtained by the Trustee, the event or events of default
under the Indenture giving rise to the declaration of
acceleration will be considered cured, and the declaration and
its consequences will be considered rescinded and annulled, if:
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We have paid or deposited with the Trustee a sum sufficient to
pay:
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all overdue interest on all outstanding Debt Securities;
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the principal of and premium, if any, on the outstanding Debt
Securities that have become due otherwise than by such
declaration of acceleration and overdue interest thereon;
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interest on overdue interest to the extent lawful; and
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all amounts due to the Trustee under the Indenture; and
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any other event of default under the Indenture with respect to
the Debt Securities of a particular series has been cured or
waived as provided in the Indenture.
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(Indenture, Section 902.)
There is no automatic acceleration, even in the event of
bankruptcy, insolvency or reorganization of Oncor.
If an event of default under the Deed of Trust occurs and is
continuing, the Collateral Agent will, at the direction of the
applicable secured party, proceed to protect and enforce its
rights and the rights of the secured parties by such judicial
proceedings as the applicable secured party designates to
protect and enforce any such rights. Upon the occurrence and
during the continuance of any event of default under the Deed of
Trust and subject to any applicable grace, notice and cure
provision of the Credit Agreement, the Indenture or the
May 2002 Indenture, on the direction of the applicable
secured party, the Collateral Agent will, at the direction of
the applicable secured party, sell all, but not less than all of
the Collateral in accordance with the procedures set forth in
the Deed of Trust. In the event of any breach of the covenants,
agreements, terms or conditions of the Deed of Trust, the
Collateral Agent, to the extent permitted by applicable law and
principles of equity, will be entitled to enjoin such breach and
obtain specific performance of any such covenant, agreement,
term or condition and the Collateral Agent will have the right
to invoke any equitable right or remedy as though other remedies
were not provided for in the Deed of Trust. (Deed of Trust,
Section 23.)
If an event of default under the Deed of Trust has occurred and,
during the continuance of such event of default, the Collateral
Agent has commenced judicial proceedings to enforce any right
under the Deed of Trust, then the Collateral Agent will, to the
extent permitted by law, be entitled, as against Oncor, to the
appointment of a receiver of the Collateral and subject to the
rights, if any, of others to receive collections from former,
present or future customers of the rents, issues, profits,
revenues and other income thereof, and whether or not any
receiver is appointed, the Collateral Agent will be entitled to
possession and control of, and to collect and receive the income
from cash, securities and other personal property held by the
Collateral Agent under the Deed of Trust and to all other
remedies available to mortgagees and secured parties under the
Uniform Commercial Code or any other applicable law. (Deed of
Trust, Section 24.)
Except as otherwise required by the TIA, the Trustee is not
obligated to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the
holders, unless the holders offer the Trustee a reasonable
indemnity. (Indenture, Section 1003.) If they provide this
reasonable indemnity, the holders of a majority in principal
amount of the outstanding Debt Securities will have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising
37
any power conferred upon the Trustee with respect to such Debt
Securities. The Trustee is not obligated to comply with
directions that conflict with law or other provisions of the
Indenture. (Indenture, Section 912.)
No holder of Debt Securities will have any right to institute
any proceeding under the Indenture, for the appointment of a
receiver or trustee, or for any other remedy under the
Indenture, unless:
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the holder has previously given to the Trustee written notice of
a continuing event of default under the Indenture;
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the holders of a majority in aggregate principal amount of the
outstanding Debt Securities have made a written request to the
Trustee to institute proceedings in respect of the event of
default under the Indenture in its own name as Trustee under the
Indenture;
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such holder or holders have offered reasonable indemnity to the
Trustee to institute proceedings;
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the Trustee has failed to institute any proceeding for
60 days after notice, request and offer of
indemnity; and
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the Trustee has not received during such period any direction
from the holders of a majority in aggregate principal amount of
the outstanding Debt Securities inconsistent with the written
request of the holders referred to above.
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(Indenture, Section 907.) However, these limitations do not
apply to a suit by a holder of a Debt Security for payment of
the principal, premium, if any, or interest on the Debt Security
on or after the applicable due date. (Indenture,
Section 908.)
We will provide to the Trustee an annual statement by an
appropriate officer as to our compliance with all conditions and
covenants under the Indenture. (Indenture, Section 705.)
Trustee
Lien
The Indenture provides that the Trustee will have a lien, prior
to the lien on behalf of the holders of the Debt Securities,
upon certain of our property and funds held or collected by the
Trustee for the payment of Trustees reasonable
compensation and expenses and for indemnity against certain
liabilities. (Indenture, Section 1007.)
Modification
and Waiver
Without the consent of any holder of Debt Securities, we and the
Trustee may enter into one or more supplemental indentures for
any of the following purposes:
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to evidence the assumption by any permitted successor of the
covenants of Oncor in the Indenture and in the Debt Securities;
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to add one or more covenants of Oncor or other provisions for
the benefit of the holders of all or any series or tranche of
Debt Securities, or to surrender any right or power conferred
upon Oncor;
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to add additional events of default under the Indenture for all
or any series of outstanding Debt Securities;
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to change or eliminate or add any provision to the Indenture;
provided, however, that if the change, elimination or addition
will adversely affect the interests of the holders of
outstanding Debt Securities of any series or tranche in any
material respect, it will become effective only:
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when the consent of the holders of Debt Securities of such
series has been obtained in accordance with the
Indenture; or
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when no Debt Securities of the affected series remain
outstanding under the Indenture;
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to provide additional security for any Debt Securities;
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to establish the form or terms of Debt Securities of any other
series or tranche as permitted by the Indenture;
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to provide for the authentication and delivery of bearer
securities with or without coupons;
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to evidence and provide for the acceptance of appointment by a
separate or successor Trustee;
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to provide for the procedures required for use of a
non-certificated system of registration for the Debt Securities
of all or any series or tranche;
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to change any place where principal, premium, if any, and
interest will be payable, Debt Securities may be surrendered for
registration of transfer or exchange, and notices to us may be
served;
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to amend and restate the Indenture, as originally executed and
as amended from time to time, with such additions, deletions and
other changes that do not adversely affect the interests of the
holders of Debt Securities in any material respect; or
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to cure any ambiguity or inconsistency.
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(Indenture, Section 1301.)
The holders of at least a majority in aggregate principal amount
of the Debt Securities of all series and tranches then
outstanding may waive compliance by us with some restrictive
provisions of the Indenture. (Indenture, Section 706.) The
holders of not less than a majority in principal amount of the
outstanding Debt Securities may waive any past default under the
Indenture, except a default in the payment of principal,
premium, if any, or interest, if any, and certain covenants and
provisions of the Indenture that cannot be modified or be
amended without the consent of the holder of each outstanding
Debt Security of any series or tranche affected. (Indenture,
Section 913.)
If the TIA is amended after the date of the Indenture or the
Deed of Trust, as applicable, in such a way as to require
changes to the Indenture or the Deed of Trust, the Indenture or
the Deed of Trust, as applicable, will be deemed to be amended
so as to conform to that amendment to the TIA. Oncor and the
Trustee may, without the consent of any holders, enter into one
or more supplemental indentures to evidence the amendment.
(Indenture, Section 1301; Deed of Trust,
Section 7.1(f).)
The consent of the holders of a majority in aggregate principal
amount of the Debt Securities of all series then outstanding,
considered as one class, is required for all other modifications
to the Indenture. However, if less than all of the series of
Debt Securities outstanding are directly affected by a proposed
supplemental indenture, then the consent only of the holders of
a majority in aggregate principal amount of the outstanding Debt
Securities of all series that are directly affected, considered
as one class, will be required. If less than all of the tranches
of Debt Securities outstanding are directly affected by a
proposed supplemental indenture, then the consent only of the
holders of a majority in aggregate principal amount of the
outstanding Debt Securities of all tranches that are directly
affected, considered as one class, will be required. No such
amendment or modification may, without the consent of the holder
of each outstanding Debt Security of each series or tranche so
directly affected:
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change the stated maturity of the principal of, or any
installment of principal of or interest on, any Debt Security,
or reduce the principal amount of any Debt Security or its rate
of interest or change the method of calculating that interest
rate or reduce any premium payable upon redemption, or change
the currency in which payments are made, or impair the right to
institute suit for the enforcement of any payment on or after
the stated maturity of any Debt Security;
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reduce the percentage in principal amount of the outstanding
Debt Securities of any series or tranche the consent of the
holders of which is required for any supplemental indenture or
any waiver of compliance with a provision of the Indenture or
any default thereunder and its consequences, or reduce the
requirements for quorum or voting; or
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modify some of the provisions of the Indenture relating to
supplemental indentures, waivers of some covenants and waivers
of past defaults with respect to the Debt Securities of any
series or tranche.
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(Indenture, Section 1302.)
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A supplemental indenture that changes or eliminates any covenant
or other provision of the Indenture which has expressly been
included solely for the benefit of the holders of, or which is
to remain in effect only so long as there will be outstanding,
Debt Securities of one or more particular series, or one or more
tranches thereof, or modifies the rights of the holders of Debt
Securities of such series or tranches with respect to such
covenant or other provision, will be deemed not to affect the
rights under the Indenture of the holders of Securities of any
other series or tranche. (Indenture, Section 1302.)
The Indenture provides that Debt Securities owned by us or
anyone else required to make payment on the Debt Securities or
their respective affiliates will be disregarded and considered
not to be outstanding in determining whether the required
holders have given a request or consent. (Indenture,
Section 101.)
We may fix in advance a record date to determine the holders
entitled to give any request, demand, authorization, direction,
notice, consent, waiver or other such act of the holders, but we
will have no obligation to do so. If we fix a record date, that
request, demand, authorization, direction, notice, consent,
waiver or other such act of the holders may be given before or
after that record date, but only the holders of record at the
close of business on that record date will be considered holders
for the purposes of determining whether holders of the required
percentage of the outstanding notes have authorized or agreed or
consented to the request, demand, authorization, direction,
notice, consent, waiver or other such act of the holders. For
that purpose, the outstanding notes will be computed as of the
record date. Any request, demand, authorization, direction,
notice, consent, election, waiver or other such act of a holder
of any Debt Security will bind every future holder of that Debt
Security and the holder of every Debt Security issued upon the
registration of transfer of or in exchange for that Debt
Security. A transferee will also be bound by acts of the Trustee
or us in reliance thereon, whether or not notation of that
action is made upon the Debt Security. (Indenture,
Section 104.)
Resignation
of a Trustee
The Trustee may resign at any time by giving written notice to
us or may be removed at any time by act of the holders of a
majority in principal amount of all series of Debt Securities
then outstanding delivered to the Trustee and us. No resignation
or removal of the Trustee and no appointment of a successor
trustee will be effective until the acceptance of appointment by
a successor trustee. So long as no event which is, or after
notice or lapse of time, or both, would become, an event of
default has occurred and is continuing and except with respect
to a trustee appointed by act of the holders, if we have
delivered to the Trustee a resolution of our Board of Directors
appointing a successor trustee and such successor has accepted
the appointment in accordance with the terms of the Indenture,
the Trustee will be deemed to have resigned and the successor
will be deemed to have been appointed as trustee in accordance
with the Indenture. (Indenture, Section 1010.)
Notices
Notices to holders of the notes will be given by mail to the
addresses of such holders as they may appear in the security
register for the notes of that series. (Indenture,
Section 106.)
Title
Prior to due presentment of a note for registration of transfer,
Oncor, the Trustee, and any agent of Oncor or the Trustee, may
treat the person in whose name any note is registered as the
absolute owner of that note, whether or not such note may be
overdue, for the purpose of making payments and for all other
purposes irrespective of notice to the contrary. (Indenture,
Section 308.)
Governing
Law
The Indenture and the notes provide that they will be governed
by, and construed in accordance with, the laws of the State of
New York, except to the extent that the TIA is applicable and
except to the extent that the law of the State of Texas
mandatorily governs. (Indenture, Section 112.)
40
Information
About the Trustee
The Trustee under the Indenture will be The Bank of New York
Mellon Trust Company, N.A.. The Bank of New York Mellon
Trust Company, N.A and certain of its affiliates act, and
may act, as trustee under various other indentures, trusts and
guarantees of us and our affiliates. We and our affiliates
maintain deposit accounts and credit and liquidity facilities
and have previously conducted, and may from time to time
conduct, other commercial and investment banking transactions
with affiliates of the Trustee in the ordinary course of their
businesses.
Book-Entry
The certificates representing the exchange notes will be issued
in fully registered form, without coupons. The exchange notes
will be deposited with, or on behalf of, DTC, and registered in
the name of Cede & Co., as DTCs nominee in the
form of one or more global certificates or will remain in the
custody of the Trustee pursuant to a FAST Balance Certificate
Agreement between DTC and the Trustee. Upon the issuance of the
global certificates, DTC or its nominee will credit, on its
internal system, the respective principal amount of the
individual beneficial interests represented by such global
certificates to the accounts of persons who have accounts with
such depository. Ownership of beneficial interests in a global
certificate will be limited to persons who have accounts with
DTC (participants) or persons who hold interests through
participants. Ownership of beneficial interests in a global
certificate will be shown on, and the transfer of that ownership
will be effected only through, records maintained by DTC or its
nominee (with respect to interests of participants) and the
records of participants (with respect to interests of persons
other than participants).
Investors that exchange outstanding notes for exchange notes may
also hold their interests directly through Clearstream Banking
or Euroclear, if they are participants in such systems, or
indirectly through organizations that are participants in such
systems. Investors may also hold such interests through
organizations other than Clearstream Banking or Euroclear that
are participants in the DTC system. Clearstream Banking and
Euroclear will hold interests in the global certificate
representing exchange notes on behalf of their participants
through DTC.
So long as DTC, or its nominee, is the registered owner or
holder of a global certificate, DTC or such nominee, as the case
may be, will be considered the sole owner or holder of the
exchange notes represented by such global certificate for all
purposes under the Indenture and the exchange notes. No
beneficial owner of an interest in a global certificate will be
able to transfer the interest except in accordance with
DTCs applicable procedures, in addition to those provided
for under the Indenture and, if applicable, those of Euroclear
and Clearstream Banking.
Payments of the principal of and interest on a global
certificate will be made to DTC or its nominee, as the case may
be, as the registered owner thereof. Neither Oncor, the Trustee
nor any paying agent will have any responsibility or liability
for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a global
certificate or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. DTC or
its nominee, upon receipt of any payment of principal or
interest in respect of a global certificate, will credit
participants accounts with payments in amounts
proportionate to their respective beneficial interests in the
principal amount of such global certificate as shown on the
records of DTC or its nominee. Oncor also expects that payments
by participants to owners of beneficial interests in such global
certificate held through such participants will be governed by
standing instructions and customary practices, as is now the
case with securities held for the accounts of customers
registered in the names of nominees for such customers. Such
payments will be the responsibility of such participants.
Transfers between participants in DTC will be effected in the
ordinary way in accordance with DTC rules. If a holder requires
physical delivery of a certificated exchange note for any
reason, including to sell exchange notes to persons in
jurisdictions which require such delivery of such exchange notes
or to pledge such exchange notes, such holder must transfer its
interest in a global certificate in accordance with DTCs
applicable procedures and the procedures set forth in the
Indenture and, if applicable, those of Euroclear and Clearstream
Banking. Because DTC can act only on behalf of participants in
DTC, which in turn act on behalf
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of indirect participants, the ability of a person having
beneficial interests in a global certificate to pledge such
interests to persons that do not participate in the DTC system,
or otherwise take actions in respect of such interests, may be
affected by the lack of a physical certificate evidencing such
interests.
DTC will take any action permitted to be taken by a holder of
exchange notes (including the presentation of exchange notes for
exchange as described below) only at the direction of one or
more participants to whose account the DTC interests in a global
certificate is credited and only in respect of such portion of
the aggregate principal amount of the exchange notes as to which
such participant or participants has or have given such
direction. However, if there is an event of default under the
exchange notes, DTC will exchange a global certificate for
certificated exchange notes, which it will distribute to its
participants.
DTC is a limited purpose trust company organized under the laws
of the State of New York, a member of the Federal Reserve
System, a clearing corporation within the meaning of
the Uniform Commercial Code and a Clearing Agency
registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its
participants and facilitate the clearance and settlement of
securities transactions between participants through electronic
book-entry changes in accounts of its participants, thereby
eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and may include
certain other organizations. Indirect access to the DTC system
is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly
(indirect participants). The rules applicable to DTC and its
participants are on file with the SEC.
Although DTC, Euroclear and Clearstream Banking are expected to
follow the foregoing procedures in order to facilitate transfers
of interests in the exchange notes represented by global
certificates among their respective participants, they are under
no obligation to perform or continue to perform such procedures,
and such procedures may be discontinued at any time. Neither
Oncor nor the Trustee will have any responsibility for the
performance by DTC, Euroclear or Clearstream Banking or their
respective participants or indirect participants of their
respective obligations under the rules and procedures governing
their operations.
If DTC is at any time unwilling or unable to continue as a
depository for a global certificate and a successor depository
is not appointed by us within 90 days, we will issue
certificated exchange notes in exchange for a global certificate.
We will make all payments of principal and interest in
immediately available funds.
Secondary trading in long-term bonds and notes of corporate
issuers is generally settled in clearing-house or
next-day
funds. In contrast, beneficial interests in the exchange notes
that are not certificated exchange notes will trade in
DTCs
Same-Day
Funds Settlement System until maturity. Therefore, the secondary
market trading activity in such interests will settle in
immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on
trading activity in the exchange notes.
The information in this subsection,
Book-Entry, concerning DTC and
DTCs book-entry system has been obtained from sources that
Oncor believes to be reliable, but Oncor does not take any
responsibility for the accuracy of this information.
SUMMARY
OF MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES
The following discussion summarizes material US federal income
tax consequences of the exchange offers to a holder of the
outstanding notes who purchased the outstanding notes for cash
at the original offering price and who holds the outstanding
notes as capital assets within the meaning of section 1221
of the Code. This discussion is based upon the Code, existing
and proposed US Treasury Regulations and judicial decisions and
administrative interpretations thereof, all as of the date
hereof and all of which are subject to change, possibly with
retroactive effect, or to different interpretations.
This discussion does not address all US federal income tax
considerations that may be relevant to a particular holder in
light of the holders circumstances or to certain
categories of investors that may be subject to special rules,
such as financial institutions, regulated investment companies,
real estate investment trusts,
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insurance companies, tax-exempt organizations, dealers in notes,
brokers, traders in notes that elect to
mark-to-market
their notes, persons who hold the notes through partnerships or
other pass-through entities, controlled foreign corporations,
passive foreign investment companies, US expatriates, US holders
(as defined below) whose functional currency for US
tax purposes is not the US dollar or persons who hold the notes
as part of a hedge, conversion transaction, straddle or other
integrated transaction. In addition, this discussion does not
address any state, local, foreign or other tax consequences.
The exchange of outstanding notes for exchange notes in the
exchange offers will not constitute a taxable exchange or other
taxable event for US federal income tax purposes. Consequently,
you will not recognize gain or loss upon receipt of an exchange
note, your holding period of the exchange note will include your
holding period of the outstanding note exchanged therefor and
your basis in the exchange note will be the same as your basis
in the outstanding note immediately before the exchange.
In any event, persons considering the exchange of outstanding
notes for exchange notes should consult their own tax advisors
concerning the US federal income tax consequences in light of
their particular situations as well as any consequences arising
under the laws of any other taxing jurisdiction.
The foregoing discussion is for general purposes only. It is
not written to be, and it should not be construed to be, tax or
legal advice to any holder. You should consult your own tax
advisor as to the particular tax consequences to you of the
exchange offers, including the effect and applicability of
state, local or foreign tax laws or tax treaties and the
possible effects of changes in the tax law.
SUMMARY
OF MATERIAL ERISA CONSIDERATIONS
The following is a summary of material considerations associated
with the exchange of outstanding notes for exchange notes by
employee benefit plans that are subject to the Employee
Retirement Income Security Act of 1974, as amended (ERISA),
plans, individual retirement accounts and other arrangements
that are subject to Section 4975 of the Code; or plans that
are subject to provisions under any other federal, state, local,
non-US or other laws, rules or regulations that are similar to
such provisions of ERISA or the Code (collectively, Similar
Laws); and entities whose underlying assets are considered to
include plan assets of such employee benefit plans,
plans, accounts or arrangements (each, a Plan).
General
Fiduciary Matters
ERISA and the Code impose certain duties on persons who are
fiduciaries of a Plan subject to Title I of ERISA and
prohibit certain transactions involving the assets of a Plan
subject to Title I of ERISA or Section 4975 of the
Code (an ERISA Plan) and its fiduciaries or other interested
parties.
In considering an exchange of outstanding notes that are assets
of any Plan for exchange notes, a fiduciary should determine
whether the exchange and the investment in exchange notes is in
accordance with the documents and instruments governing the Plan
and the applicable provisions of ERISA, the Code or any Similar
Law relating to a fiduciarys duties to the Plan including,
without limitation, the prudence, diversification, delegation of
control and prohibited transaction provisions of ERISA, the Code
and any other applicable Similar Laws.
Prohibited
Transaction Issues
Section 406 of ERISA and Section 4975 of the Code
prohibit ERISA Plans from engaging in specified transactions
involving plan assets with persons or entities who are
parties in interest, within the meaning of ERISA, or
disqualified persons, within the meaning of
Section 4975 of the Code, unless an exemption is available.
A party in interest or disqualified person who engages in a
nonexempt prohibited transaction may be subject to excise taxes
under the Code and other penalties and liabilities under ERISA.
In addition, the fiduciary of the ERISA Plan that engages in
such a nonexempt prohibited transaction may be subject to
penalties and liabilities under ERISA
and/or the
Code. The exchange of outstanding notes for exchange notes and
the acquisition
and/or
holding of exchange notes by an ERISA Plan with respect to which
we are considered a party in interest or disqualified person may
constitute or result in a direct or indirect prohibited
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transaction under Section 406 of ERISA
and/or
Section 4975 of the Code, unless the exchange is made and
the investment is acquired and is held in accordance with an
applicable statutory, class or individual prohibited transaction
exemption. Included among the exemptions that may apply to the
exchange and to the acquisition and holding of the exchange
notes are the US Department of Labor prohibited transaction
class exemption (PTCE)
84-14,
respecting transactions determined by independent qualified
professional asset managers,
PTCE 90-1,
respecting transactions involving insurance company pooled
separate accounts,
PTCE 91-38,
respecting transactions involving bank collective investment
funds,
PTCE 95-60,
respecting transactions involving life insurance company general
accounts and
PTCE 96-23,
respecting transactions determined by in-house asset managers.
In addition, Section 408(b)(17) of ERISA and
Section 4975(d)(20) of the Code provide limited relief from
the prohibited transaction provisions of ERISA and
Section 4975 of the Code for certain transactions between
an ERISA Plan and a person that is a party in interest or
disqualified person solely by reason of providing services to
the ERISA Plan, or a relationship to such a service provider,
provided that neither the party in interest/disqualified person
nor any of its affiliates (directly or indirectly) have or
exercise any discretionary authority or control or render any
investment advice with respect to the assets of the ERISA Plan
involved in the transaction and provided further that the ERISA
Plan pays no more than (or, if applicable, receives no less
than) adequate consideration in connection with the transaction.
There can be no assurance that all of the conditions of any such
exemption will be satisfied.
Because of the foregoing, the exchange notes should not be
acquired or held by any person investing plan assets
of any Plan, unless such acquisition and holding (and the
exchange of outstanding notes for exchange notes) will not
constitute a non-exempt prohibited transaction under ERISA or
the Code or a violation of any applicable Similar Laws.
Representation
By acceptance of an exchange note, each acquirer and subsequent
transferee will be deemed to have represented and warranted that
either (i) no portion of the assets used by such acquirer
or transferee to acquire and hold the exchange notes or any
interest therein constitutes assets of any Plan or (ii) the
acquisition and holding of the exchange notes or any interest
therein (and the exchange of outstanding notes for exchange
notes) by such acquirer or transferee will not constitute a
non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or a violation of any
applicable Similar Laws.
The foregoing discussion is general in nature and is not
intended to be all-inclusive. Due to the complexity of these
rules and the penalties that may be imposed upon persons
involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries or other persons
considering exchanging outstanding notes for exchange notes (and
holding the exchange notes) on behalf of, or with the assets of,
any Plan, consult with their counsel regarding the potential
applicability of ERISA, Section 4975 of the Code or any
Similar Laws to such transactions and whether an exemption from
any restrictions thereunder would be applicable to the exchange
of outstanding notes for exchange notes and the acquisition and
holding of the exchange notes.
PLAN OF
DISTRIBUTION
Each broker-dealer that receives exchange notes for its own
account pursuant to the exchange offers must acknowledge that it
will deliver a prospectus in connection with any resale of such
exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer
in connection with resales of exchange notes received in
exchange for outstanding notes where such outstanding notes were
acquired as a result of market-making activities or other
trading activities. We have agreed to keep effective the
registration statement of which this prospectus is a part until
the earlier of 90 days after the completion of the exchange
offers or such time as broker-dealers no longer own any notes.
In addition, all dealers effecting transactions in the exchange
notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of exchange notes
by broker-dealers. Exchange notes received by broker-dealers for
their own account pursuant to the exchange offers may be sold
from time to time in one or more transactions in the
over-the-counter
market, in negotiated transactions, through the writing
44
of options on the exchange notes or a combination of such
methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or at
negotiated prices. Any such resale may be made directly to
purchasers or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any
such broker-dealer
and/or the
purchasers of any such exchange notes. Any broker-dealer that
resells exchange notes that were received by it for its own
account pursuant to the exchange offers and any broker or dealer
that participates in a distribution of such exchange notes may
be deemed to be an underwriter within the meaning of
the Securities Act, and any profit of any such resale of
exchange notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the
Securities Act.
Subject to certain limitations set forth in the registration
rights agreements, we have agreed to pay all expenses incident
to our performance of or compliance with our obligations under
the registration rights agreements with respect to the exchange
offers (including the reasonable expenses of one counsel for the
holders of the outstanding notes) other than commissions or
concessions of any broker-dealers and will indemnify you
(including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.
LEGAL
MATTERS
The validity and enforceability of the exchange notes will be
passed upon for us by Baker & McKenzie LLP, Dallas,
Texas.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from Oncors Annual Report on
Form 10-K,
and the effectiveness of Oncor Electric Delivery Company
LLCs internal control over financial reporting have been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports,
which are incorporated herein by reference. Such financial
statements have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
AVAILABLE
INFORMATION
We have filed with the SEC a registration statement on
Form S-4
under the Securities Act with respect to the exchange notes.
This prospectus, which forms a part of the registration
statement, does not contain all of the information set forth in
the registration statement. For further information with respect
to us and the exchange notes, reference is made to the
registration statement. Statements contained in this prospectus
or incorporated by reference herein as to the contents of any
contract or other document are not necessarily complete.
We have historically filed annual, quarterly and current
reports, proxy statements and other information with the SEC.
You may read and copy any document we have or will file with the
SEC at the SECs public website (www.sec.gov) or at
the Public Reference Room of the SEC located at
100 F Street, N.E., Washington, DC 20549. Copies of
such materials can be obtained from the Public Reference Room of
the SEC at prescribed rates. You can call the SEC at
1-800-SEC-0330
to obtain information on the operation of the Public Reference
Room.
You should rely only upon the information provided or
incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. You
should not assume that the information in this prospectus is
accurate as of any date other than the date of this prospectus
or documents incorporated herein, as applicable.
45
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate certain information into this
prospectus by reference to other documents that we file with the
SEC. This means that we can disclose important information to
you for purposes of this prospectus by referring you to other
documents that have been filed separately with the SEC.
We incorporate into this prospectus by reference:
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our Annual Report on
Form 10-K
for the year ended December 31, 2010 that we filed with the
SEC on February 18, 2011; and
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our Current Reports on
Form 8-K,
that we filed with the SEC on January 7 and January 12,
2011.
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Any future filings we make with the SEC under
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering, including all such
documents we may file with the SEC after the date of the initial
registration statement and prior to the effectiveness of the
registration statement (excluding any information furnished
under Items 2.02 or 7.01 in any Current Report on
Form 8-K
and any other information that is deemed furnished and not filed
with the SEC), will also be incorporated by reference into this
prospectus and deemed to be part of this prospectus from the
date of the filing of such reports and documents. These
additional documents include periodic reports, such as annual
reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K
(other than information furnished and not filed by us under any
item of any current report on
Form 8-K,
including the related exhibits, which is deemed not to be
incorporated by reference in this prospectus). You should review
these filings as they may disclose changes in our business,
prospects, financial condition or other affairs after the date
of this prospectus. The information that we file later with the
SEC under sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act will automatically update and supersede previous
information included or incorporated by reference in this
prospectus.
Copies of our filings with the SEC are available free of charge
by writing to Oncor Electric Delivery Company LLC, 1616 Woodall
Rogers Fwy, Dallas, Texas 75202, Attention: Investor Relations,
or by telephoning us at
214-486-2000.
Copies of any and all reports or documents that are incorporated
by reference in this prospectus may be accessed at our website
at
http://www.oncor.com
by selecting Investor Information under the
News tab. Except as otherwise stated in these
reports, the information contained on our website or available
by hyperlink from our website is not incorporated into this
prospectus or other documents that we file with, or furnish to,
the SEC.
The information incorporated by reference is an important part
of this prospectus. You should rely only upon the information
provided in this prospectus and the information incorporated
into this prospectus by reference. We have not authorized anyone
to provide you with different information. You should not assume
that the information in this prospectus is accurate as of any
date other than the date of this prospectus.
SEC
POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion
of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
46
ONCOR ELECTRIC DELIVERY COMPANY
LLC
Offers to Exchange
$324,405,000 aggregate principal amount of its
5.00% Senior Secured Notes due 2017, $126,278,000 aggregate
principal amount of its 5.75% Senior Secured Notes due 2020
and $475,000,000 aggregate principal amount of its
5.25% Senior Secured Notes due 2040, each of which have
been registered under the Securities Act of 1933, as amended,
for any and all of its outstanding 5.00% Senior Secured
Notes due 2017, 5.75% Senior Secured Notes due 2020 and
5.25% Senior Secured Notes due 2040, respectively.
Until ,
2011, the date that is 90 days from the date of this
prospectus, all dealers that effect transactions in these
securities, whether or not participating in the exchange offers,
may be required to deliver a prospectus. This is in addition to
the dealers obligation to deliver a prospectus when acting
as underwriters with respect to their unsold allotments or
subscriptions.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 20.
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Indemnification
of Directors and Officers.
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Oncor is a limited liability company formed under the Delaware
Limited Liability Company Act (DLLCA).
Delaware
Limited Liability Company Act
Section 18-108
of the DLLCA provides that, subject to such standards and
restrictions, if any, as are set forth in its limited liability
company agreement, a limited liability company may, and shall
have the power to, indemnify and hold harmless any member or
manager or other person from and against any and all claims and
demands whatsoever.
Second
Amended and Restated Limited Liability Company Agreement of
Oncor
Our Second Amended and Restated Limited Liability Company
Agreement provides for the indemnification of (i) each
officer, director, board observer and employee of Oncor,
(ii) each (as amended, Limited Liability Company Agreement)
of the members of Oncor, (iii) each officer, director and
employee of each member of Oncor, and (iv) each affiliate
of each member of Oncor and of each direct or indirect
shareholder of any such affiliate or such shareholders
affiliates ((i)-(iv) individually, a Covered Person and
collectively, Covered Persons). Section 21 of our Limited
Liability Company Agreement provides as follows:
(a) To the fullest extent permitted by law, no
Covered Person shall be liable to Oncor or any other person that
is a party to or is otherwise bound by the Limited Liability
Company Agreement for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such
Covered Person in good faith on behalf of Oncor and in a manner
reasonably believed to be within the scope of the authority
conferred on such Covered Person by the Limited Liability
Company Agreement, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason of such
Covered Persons fraud, gross negligence or willful
misconduct.
(b) To the fullest extent permitted by applicable law,
(i) each officer and director of Oncor, (ii) each
member of Oncor and each officer, director, employee,
equityholder and agent of each member of Oncor and
(iii) any employee of Oncor with whom Oncor enters into a
written indemnification agreement approved by a majority of
Oncors board of directors ((i)-(iii) individually, an
Indemnified Person and collectively, Indemnified Persons), shall
be entitled to indemnification from Oncor for any loss, damage
or claim incurred by such Indemnified Person by reason of any
act or omission performed or omitted by such Indemnified Person
in good faith on behalf of Oncor and in a manner reasonably
believed to be within the scope of the authority conferred on
such Indemnified Person by the Limited Liability Company
Agreement, except that no Indemnified Person shall be entitled
to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of such
Indemnified Persons fraud, gross negligence or willful
misconduct with respect to such acts or omissions;
provided, however, that any indemnity under
Section 21 of the Limited Liability Company Agreement by
Oncor shall be provided out of and to the extent of Oncor assets
only, and no member of Oncor shall have any personal liability
on account thereof.
(c) To the fullest extent permitted by applicable law,
expenses (including reasonable legal fees) incurred by an
Indemnified Person defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by Oncor prior
to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by Oncor of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled
to be indemnified as authorized in Section 21 of the
Limited Liability Company Agreement.
(d) An Indemnified Person shall be fully protected in
relying in good faith upon the records of Oncor and upon such
information, opinions, reports or statements presented to Oncor
by any person as to
II-1
matters the Indemnified Person reasonably believes are within
such other persons professional or expert competence and
who has been selected with reasonable care by or on behalf of
Oncor, including information, opinions, reports or statements as
to the value and amount of the assets, liabilities, or any other
facts pertinent to the existence and amount of assets from which
distributions to Oncors members might properly be paid.
(e) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities
relating thereto to Oncor or to any other Indemnified Person, an
Indemnified Person acting under the Limited Liability Company
Agreement shall not be liable to Oncor or to any other
Indemnified Person for its good faith reliance on the provisions
of the Limited Liability Company Agreement or any approval or
authorization granted by Oncor or any other Indemnified Person.
The provisions of the Limited Liability Company Agreement, to
the extent that they restrict or eliminate the duties and
liabilities of an Indemnified Person otherwise existing at law
or in equity, are agreed by Oncors members to replace such
other duties and liabilities of such Indemnified Person.
The Limited Liability Company Agreement also provides that the
provisions of Section 21 of the Limited Liability Company
Agreement shall survive any termination of the Limited Liability
Company Agreement.
Certain
Other Arrangements
In addition to indemnification by Oncor pursuant to its Limited
Liability Company Agreement, Oncor maintains a directors
and officers liability insurance policy that covers the
directors and officers of Oncor in amounts that Oncor believes
are customary for companies similarly situated, including for
liabilities in connection with the registration, offering and
exchange of the notes.
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Item 21.
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Exhibits
and Financial Statement Schedules.
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The consolidated financial statement schedules are omitted
because of the absence of the conditions under which they are
required or because the required information is included in the
consolidated financial statements or notes thereto.
(a) Exhibits:
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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3(i)
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Articles of Incorporation
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3(a)
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333-100240 Form 10-Q (filed November 14, 2007)
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3(a)
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Certificate of Formation of Oncor Electric Delivery Company LLC
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3(ii)
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By-laws
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3(b)
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333-100240 Form 10-Q (filed November 6, 2008)
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3(a)
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Second Amended and Restated Limited Liability Company Agreement
of Oncor Electric Delivery Company LLC, dated as of
November 5, 2008, by and among Oncor Electric Delivery
Holdings Company LLC, Texas Transmission Investment LLC and
Oncor Management Investment LLC
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3(c)
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333-100240 2008 Form 10-K (filed March 3, 2009)
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3(c)
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First Amendment to Second Amended and Restated Limited Liability
Company Agreement of Oncor Electric Delivery Company LLC,
entered into as of February 18, 2009, by and among Oncor
Electric Delivery Holdings Company LLC, Texas Transmission
Investment LLC and Oncor Management Investment LLC
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(4)
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Instruments Defining the Rights of Security Holders,
Including Indentures.
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4(a)
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333-100240 Form S-4 (filed October 2, 2002)
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4(a)
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Indenture and Deed of Trust, dated as of May 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York, as Trustee
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II-2
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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4(b)
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001-12833 Form 8-K (filed October 31, 2005)
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10
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.1
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Supplemental Indenture No. 1, dated October 25, 2005,
to Indenture and Deed of Trust, dated as of May 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York
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4(c)
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333-100240 Form S-4 (filed October 2, 2002)
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4(b)
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Officers Certificate, dated May 6, 2002, establishing
the terms of Oncor Electric Delivery Company LLCs
6.375% Senior Notes due 2012 and 7.000% Senior Notes
due 2032.
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4(d)
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333-106894 Form S-4 (filed July 9, 2003)
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4(c)
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Officers Certificate, dated December 20, 2002,
establishing the terms of Oncor Electric Delivery Company
LLCs 6.375% Senior Notes due 2015 and
7.250% Senior Notes due 2033
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4(e)
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333-100240 Form 10-Q (filed May 15, 2008)
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4(b)
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Supplemental Indenture No. 2, dated May 15, 2008, to
Indenture and Deed of Trust, dated as of May 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York
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4(f)
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333-100242 Form S-4 (filed October 2, 2002)
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4(a)
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Indenture (for Unsecured Debt Securities), dated as of
August 1, 2002, between Oncor Electric Delivery Company LLC
and The Bank of New York, as Trustee
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4(g)
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333-100240 Form 10-Q (filed May 15, 2008)
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4(c)
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Supplemental Indenture No. 1, dated May 15, 2008, to
Indenture and Deed of Trust, dated as of August 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York
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4(h)
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333-100242 Form S-4 (filed October 2, 2002)
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4(b)
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Officers Certificate, dated August 30, 2002,
establishing the terms of Oncor Electric Delivery Company
LLCs 5% Debentures due 2007 and 7% Debentures
due 2022
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4(i)
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333-100240 Form 8-K (filed September 9, 2008)
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4
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.1
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Officers Certificate, dated September 8, 2008,
establishing the terms of Oncor Electric Delivery Company
LLCs 5.95% Senior Secured Notes due 2013,
6.80% Senior Secured Notes due 2018 and 7.50% Senior
Secured Notes due 2038
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4(j)
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333-100240 Form 10-Q (filed November 6, 2008)
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4(c)
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Investor Rights Agreement, dated as of November 5, 2008, by
and among Oncor Electric Delivery Company LLC, Oncor Electric
Delivery Holdings Company LLC, Texas Transmission Investment LLC
and Energy Future Holdings Corp.
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4(k)
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333-100240 Form 10-Q (filed November 6, 2008)
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4(d)
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Registration Rights Agreement, dated as of November 5,
2008, by and among Oncor Electric Delivery Company LLC, Oncor
Electric Delivery Holdings Company LLC, Energy Future Holdings
Corp. and Texas Transmission Investment LLC.
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4(l)
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333-100240 Form 10-Q (filed May 15, 2008)
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4(a)
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Deed of Trust, Security Agreement and Fixture Filing, dated as
of May 15, 2008, by Oncor Electric Delivery Company LLC, as
Grantor, to and for the benefit of The Bank of New York, as
Collateral Agent
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4(m)
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333-100240 2008 Form 10-K (filed March 3, 2009)
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4(n)
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First Amendment to Deed of Trust, dated as of March 2,
2009, by and between Oncor Electric Delivery Company LLC and The
Bank of New York Mellon (formerly The Bank of New York) as
Trustee and Collateral Agent
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II-3
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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4(n)
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333-100240 Form 8-K (filed September 3, 2010)
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10
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.1
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Second Amendment to Deed of Trust, Security Agreement and
Fixture Filing dated as of September 3, 2010 by and between
Oncor Electric Delivery Company LLC, as Grantor, to and for the
benefit of The Bank of New York Mellon, as Collateral Agent
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4(o)
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333-100240 Form 8-K (filed September 16, 2010)
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4
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.1
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Officers Certificate, dated September 13, 2010,
establishing the terms of Oncors 5.25% Senior Secured
Notes due 2040
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4(p)
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333-100240 Form 8-K (filed September 16, 2010)
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4
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.2
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Registration Rights Agreement, dated September 13, 2010,
among Oncor and the representatives of the initial purchasers of
Oncors 5.25% Senior Secured Notes due 2040
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4(q)
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333-100240 Form 8-K (filed October 12, 2010)
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4
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.1
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Officers Certificate, dated October 8, 2010,
establishing the terms of Oncors 5.00% Senior Secured
Notes due 2017 and 5.75% Senior Secured Notes due 2020
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4(r)
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333-100240 Form 8-K (filed October 12, 2010)
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4
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.2
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Registration Rights Agreement, dated October 8, 2010, among
Oncor and the dealer managers named therein
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(5)
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Opinion re Legality.
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5(a)
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Opinion of Baker & McKenzie LLP
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(12)
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Statement Regarding Computation of Ratios.
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12(a)
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333-100240 Form 10-K (2010) (filed February 18, 2011)
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12(a)
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Computation of Ratio of Earnings to Fixed Charges, and Ratio of
Earnings to Combined Fixed Charges and Preference Dividends
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(21)
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Subsidiaries of the Registrant.
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21(a)
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333-100240 Form 10-K (2010) (filed February 18, 2011)
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21(a)
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Subsidiaries of Oncor Electric Delivery Company LLC
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(23)
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Consents of Experts and Counsel.
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23(a)
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Consent of Baker & McKenzie LLP (included as part of
the opinion filed as Exhibit 5(a) hereto)
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23(b)
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Consent of Deloitte & Touche LLP, an independent
registered public accounting firm
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(25)
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Statements of Eligibility of Trustee.
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25(a)
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A.
with respect to the Indenture governing the 5.00% Senior
Secured Notes due 2017
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25(b)
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A.
with respect to the Indenture governing the 5.75% Senior
Secured Notes due 2020
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25(c)
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A.
with respect to the Indenture governing the 5.25% Senior
Secured Notes due 2040
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II-4
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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(99)
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Additional Exhibits.
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99(a)
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Form of Letter of Transmittal
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99(b)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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99(c)
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Form of Letter to Clients
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99(d
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Form of Notice of Guaranteed Delivery
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* |
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Incorporated herein by reference. |
(b) The consolidated financial statement schedules are
included in the audited consolidated financial statements or
notes thereto included in this registration statement.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
(4) that, for the purpose of determining liability under
the Securities Act to any purchaser, if the registrant is
subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness; provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part
II-5
of the registration statement or made in any such document
immediately prior to such date of first use; and
(5) that, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of
Form S-4
within one business day of receipt of such request and to send
the incorporated documents by first class mail or equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on
April 1, 2011.
ONCOR ELECTRIC DELIVERY COMPANY LLC
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By:
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/s/ ROBERT
S. SHAPARD
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Name: Robert S. Shapard
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Title:
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Chairman of the Board and Chief Executive
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. Allen Nye, Jr.
and Kevin R. Fease and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments
(including pre-and post-effective amendments) to this
registration statement and any additional registration statement
pursuant to Rule 462(b) under the Securities Act of 1933
(and further amendments, including post-effective amendments
thereto), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the SEC, granting
unto said attorneys-in-fact and agents and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ ROBERT
S. SHAPARD
Robert
S. Shapard
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Chairman of the Board and Chief Executive
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April 1, 2011
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/s/ DAVID
M. DAVIS
David
M. Davis
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Senior Vice President and Chief
Financial Officer
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April 1, 2011
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/s/ RICHARD
C. HAYS
Richard
C. Hays
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Controller
(Principal Accounting Officer)
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April 1, 2011
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/s/ NORA
MEAD BROWNELL
Nora
Mead Brownell
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Director
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April 1, 2011
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/s/ RICHARD
C. BYERS
Richard
C. Byers
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Director
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April 1, 2011
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/s/ THOMAS
M. DUNNING
Thomas
M. Dunning
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Director
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April 1, 2011
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/s/ ROBERT
A. ESTRADA
Robert
A. Estrada
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Director
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April 1, 2011
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II-7
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Signature
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Title
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Date
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/s/ THOMAS
D. FERGUSON
Thomas
D. Ferguson
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Director
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April 1, 2011
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/s/ MONTE
E. FORD
Monte
E. Ford
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Director
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April 1, 2011
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/s/ WILLIAM
T. HILL, JR.
William
T. Hill, Jr.
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Director
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April 1, 2011
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/s/ JEFFREY
LIAW
Jeffrey
Liaw
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Director
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April 1, 2011
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/s/ RICHARD
W. WORTHAM III
Richard
W. Wortham III
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Director
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April 1, 2011
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/s/ STEVEN
J. ZUCCHET
Steven
J. Zucchet
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Director
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April 1, 2011
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II-8
EXHIBIT INDEX
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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3(i)
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Articles of Incorporation
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3(a)
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333-100240 Form 10-Q (filed November 14, 2007)
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3(a)
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Certificate of Formation of Oncor Electric Delivery Company LLC
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3(ii)
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By-laws
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3(b)
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333-100240 Form 10-Q (filed November 6, 2008)
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3(a)
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Second Amended and Restated Limited Liability Company Agreement
of Oncor Electric Delivery Company LLC, dated as of
November 5, 2008, by and among Oncor Electric Delivery
Holdings Company LLC, Texas Transmission Investment LLC and
Oncor Management Investment LLC
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3(c)
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333-100240 2008 Form 10-K (filed March 3, 2009)
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3(c)
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First Amendment to Second Amended and Restated Limited Liability
Company Agreement of Oncor Electric Delivery Company LLC,
entered into as of February 18, 2009, by and among Oncor
Electric Delivery Holdings Company LLC, Texas Transmission
Investment LLC and Oncor Management Investment LLC
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(4)
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Instruments Defining the Rights of Security Holders,
Including Indentures.
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4(a)
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333-100240 Form S-4 (filed October 2, 2002)
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4(a)
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Indenture and Deed of Trust, dated as of May 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York, as Trustee
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4(b)
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001-12833 Form 8-K (filed October 31, 2005)
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10
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.1
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Supplemental Indenture No. 1, dated October 25, 2005,
to Indenture and Deed of Trust, dated as of May 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York
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4(c)
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333-100240 Form S-4 (filed October 2, 2002)
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4(b)
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Officers Certificate, dated May 6, 2002, establishing
the terms of Oncor Electric Delivery Company LLCs
6.375% Senior Notes due 2012 and 7.000% Senior Notes
due 2032
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4(d)
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333-106894 Form S-4 (filed July 9, 2003)
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4(c)
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Officers Certificate, dated December 20, 2002,
establishing the terms of Oncor Electric Delivery Company
LLCs 6.375% Senior Notes due 2015 and
7.250% Senior Notes due 2033
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4(e)
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333-100240 Form 10-Q (filed May 15, 2008)
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4(b)
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Supplemental Indenture No. 2, dated May 15, 2008, to
Indenture and Deed of Trust, dated as of May 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York
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4(f)
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333-100242 Form S-4 (filed October 2, 2002)
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4(a)
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Indenture (for Unsecured Debt Securities), dated as of
August 1, 2002, between Oncor Electric Delivery Company LLC
and The Bank of New York, as Trustee
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4(g)
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333-100240 Form 10-Q (filed May 15, 2008)
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4(c)
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Supplemental Indenture No. 1, dated May 15, 2008, to
Indenture and Deed of Trust, dated as of August 1, 2002,
between Oncor Electric Delivery Company LLC and The Bank of New
York
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4(h)
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333-100242 Form S-4 (filed October 2, 2002)
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4(b)
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Officers Certificate, dated August 30, 2002,
establishing the terms of Oncor Electric Delivery Company
LLCs 5% Debentures due 2007 and 7% Debentures
due 2022
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4(i)
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333-100240 Form 8-K (filed September 9, 2008)
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4
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.1
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Officers Certificate, dated September 8, 2008,
establishing the terms of Oncor Electric Delivery Company
LLCs 5.95% Senior Secured Notes due 2013,
6.80% Senior Secured Notes due 2018 and 7.50% Senior
Secured Notes due 2038
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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4(j)
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333-100240 Form 10-Q (filed November 6, 2008)
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4(c)
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Investor Rights Agreement, dated as of November 5, 2008, by
and among Oncor Electric Delivery Company LLC, Oncor Electric
Delivery Holdings Company LLC, Texas Transmission Investment LLC
and Energy Future Holdings Corp.
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4(k)
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333-100240 Form 10-Q (filed November 6, 2008)
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4(d)
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Registration Rights Agreement, dated as of November 5,
2008, by and among Oncor Electric Delivery Company LLC, Oncor
Electric Delivery Holdings Company LLC, Energy Future Holdings
Corp. and Texas Transmission Investment LLC
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4(l)
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333-100240 Form 10-Q (filed May 15, 2008)
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4(a)
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Deed of Trust, Security Agreement and Fixture Filing, dated as
of May 15, 2008, by Oncor Electric Delivery Company LLC, as
Grantor, to and for the benefit of The Bank of New York, as
Collateral Agent
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4(m)
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333-100240 2008 Form 10-K (filed March 3, 2009)
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4(n)
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First Amendment to Deed of Trust, dated as of March 2,
2009, by and between Oncor Electric Delivery Company LLC and The
Bank of New York Mellon (formerly The Bank of New York) as
Trustee and Collateral Agent
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4(n)
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333-100240 Form 8-K (filed September 3, 2010)
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10
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.1
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Second Amendment to Deed of Trust, Security Agreement and
Fixture Filing dated as of September 3, 2010 by and between
Oncor Electric Delivery Company LLC, as Grantor, to and for the
benefit of The Bank of New York Mellon, as Collateral Agent
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4(o)
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333-100240 Form 8-K (filed September 16, 2010)
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4
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.1
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Officers Certificate, dated September 13, 2010,
establishing the terms of Oncors 5.25% Senior Secured
Notes due 2040
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4(p)
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333-100240 Form 8-K (filed September 16, 2010)
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4
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.2
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Registration Rights Agreement, dated September 13, 2010,
among Oncor and the representatives of the initial purchasers of
Oncors 5.25% Senior Secured Notes due 2040
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4(q)
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333-100240 Form 8-K (filed October 12, 2010)
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4
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.1
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Officers Certificate, dated October 8, 2010,
establishing the terms of Oncors 5.00% Senior Secured
Notes due 2017 and 5.75% Senior Secured Notes due 2020
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4(r)
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333-100240 Form 8-K (filed October 12, 2010)
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4
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.2
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Registration Rights Agreement, dated October 8, 2010, among
Oncor and the dealer managers named therein
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(5)
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Opinion re Legality.
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5(a)
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Opinion of Baker & McKenzie LLP
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(12)
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Statement Regarding Computation of Ratios.
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12(a)
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333-100240 Form 10-K (2010) (filed February 18, 2011)
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12(a)
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Computation of Ratio of Earnings to Fixed Charges, and Ratio of
Earnings to Combined Fixed Charges and Preference Dividends
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(21)
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Subsidiaries of the Registrant.
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21(a)
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333-100240 Form 10-K (2010) (filed February 18, 2011)
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21(a)
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Subsidiaries of Oncor Electric Delivery Company LLC
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(23)
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Consents of Experts and Counsel.
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23(a)
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Consent of Baker & McKenzie LLP (included as part of
the opinion filed as Exhibit 5(a) hereto)
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23(b)
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Consent of Deloitte & Touche LLP, an independent
registered public accounting firm
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Previously Filed*
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With File
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As
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Exhibits
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Number
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Exhibit
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(25)
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Statements of Eligibility of Trustee.
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25(a)
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A.
with respect to the Indenture governing the 5.00% Senior
Secured Notes due 2017
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25(b)
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A.
with respect to the Indenture governing the 5.75% Senior
Secured Notes due 2020
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25(c)
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A.
with respect to the Indenture governing the 5.25% Senior
Secured Notes due 2040
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(99)
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Additional Exhibits.
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99(a)
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Form of Letter of Transmittal
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99(b)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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99(c)
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Form of Letter to Clients
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99(d)
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Form of Notice of Guaranteed Delivery
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* |
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Incorporated herein by reference. |