REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the Agreement), dated March 20, 2020, is made between ONCOR ELECTRIC DELIVERY COMPANY LLC (the Company) and Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the Initial Purchasers (collectively, the Representatives, and each a Representative).
This Agreement is made pursuant to the Purchase Agreement dated March 17, 2020 (the Purchase Agreement), between the Company, as issuer, and the Representatives, as representatives of the Initial Purchasers, which provides for, among other things, the several sales by the Company to the Initial Purchasers of $400,000,000 principal amount of the Companys 2.75% Senior Secured Notes due 2030 (the 2030 Notes) and $400,000,000 principal amount of the Companys 3.70% Senior Secured Notes due 2050 (the 2050 Notes and collectively with the 2030 Notes, the Notes). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and the Initial Purchasers direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
2030 Notes shall have the meaning set forth in the preamble of this Agreement.
2050 Notes shall have the meaning set forth in the preamble of this Agreement.
Additional Interest shall mean any interest payable pursuant to Section 2(e) hereof.
Additional Interest Rate shall have the meaning set forth in Section 2(e) hereof.
Advice shall have the meaning set forth in the last paragraph of Section 3 hereof.
Agreement shall mean have the meaning set forth in the preamble hereof.
Applicable Period shall have the meaning set forth in Section 3(t) hereof.
Business Day shall mean a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Trustees principal corporate trust office is closed for business.
Company shall have the meaning set forth in the preamble to this Agreement.