EXHIBIT 3(C)
SECOND DEED OF AMENDMENT
between
TXU AUSTRALIA HOLDINGS (AGP) PTY LIMITED
(ACN 086 014 931)
TXU AUSTRALIA (LP) NO.1 LIMITED
(No. 3679715)
(ARBN 086 406 733)
TXU AUSTRALIA (LP) NO.2 LIMITED
(No. 3679712)
(ARBN 086 406 724)
BAKER & MC.KENZIE
Solicitors
Level 39, Rialto Level 26, AMP Centre
525 Collins Street 50 Bridge Street
MELBOURNE VIC 3000 SYDNEY NSW 2000
Tel: (03) 9617-4200 Tel: (02) 9225-0200
Fax: (03) 9614-2103 Fax: (02) 9223-7711
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SECOND DEED OF AMENDMENT
THIS DEED is made on the 16th day of May, 2000.
BETWEEN
TXU AUSTRALIA HOLDINGS (AGP) PTY LIMITED (ACN 086 014 931) of Level 17, 452
Flinders Street, Melbourne, Victoria 3000;
TXU AUSTRALIA (LP) NO.1 LIMITED (No. 3679715) (ARBN 086 406 733) of Kempson
House, Camomile Street, London, EC3A 7AN;
AND
TXU AUSTRALIA (LP) NO.2 LIMITED (No. 3679712) (ARBN 086 406 724) of Kempson
House, Camomile Street, London, EC3A 7AN.
(collectively the "Partners").
RECITALS
A. The Partners have previously entered into a Limited Partnership Deed ("the
Partnership Deed") dated 27 January 1999 and a Deed of Amendment dated 23
February 1999.
B. The Partners have agreed to make the following amendments to the
Partnership Deed.
OPERATIVE PROVISIONS
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1. AMENDMENTS TO PARTNERSHIP DEED
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With effect on and from 8 December 1999, the Partnership Deed shall be amended
as follows:
(a) Clause 12.1 (c) is deleted and the following is inserted in its place:
"The Partnership shall dissolve and commence winding up and
liquidating 90 days after an Insolvency Event occurring in respect of
a Partner, provided however, a dissolution shall not occur, and the
Partnership shall not be required to be wound up or liquidated, if,
within 90 days after such Insolvency Event, the General Partner gives
notice in writing to all Partners of the continuation of the
Partnership, at a time when there is at least one general partner and
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one limited partner (none of which is the subject of an Insolvency
Event) to continue the Partnership Business."
(b) Replace the Schedule to the Partnership Deed, with the Schedule set out
below, representing an additional capital contribution by the Partners of:
General Partner $180,000.00
Partner 1 $17,910,000.00
Partner 2 $17,910,000.00
SCHEDULE
PARTNER INTERESTS
OWNERSHIP PERCENTAGE CAPITAL CONTRIBUTION
General Partner 0.5% $180,001.00
Partner 1 49.75% $480,410,000.00
Partner 2 49.75% $480,410,000.00
EXECUTED as a Deed.
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SIGNED, SEALED AND DELIVERED )
for and on behalf of )
TXU AUSTRALIA HOLDINGS (AGP) PTY )
LTD )
by a duly appointed attorney )
in the presence of: )
Venita Dimos (signed) Theo Kindynis (signed)
---------------------------------- ----------------------------------
Signature of Witness Signature of Attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)
Venita Dimos Theo Kindynis
---------------------------------- ----------------------------------
Name of Witness (please print) Name of Attorney (please print)
SIGNED, SEALED AND DELIVERED )
for and on behalf of )
TXU AUSTRALIA (LP) NO.1 LIMITED )
by a duly appointed attorney )
in the presence of: )
Venita Dimos (signed) Theo Kindynis (signed)
---------------------------------- ----------------------------------
Signature of Witness Signature of Attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)
Venita Dimos Theo Kindynis
---------------------------------- ----------------------------------
Name of Witness(please print) Name of Attorney (please print)
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SIGNED, SEALED AND DELIVERED )
for and on behalf of )
TXU AUSTRALIA (LP) NO.2 LIMITED )
by a duly appointed attorney )
in the presence of: )
Venita Dimos (signed) Theo Kindynis (signed)
---------------------------------- ----------------------------------
Signature of Witness Signature of Attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)
Venita Dimos Theo Kindynis
---------------------------------- ----------------------------------
Name of Witness (please print) Name of Attorney (please print)
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