The Companies Acts 1985 to 1989
Unlimited Company having a Share Capital
ARTICLES OF ASSOCIATION
of
TXU EASTERN FUNDING
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PRELIMINARY
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1. The Regulations contained in Table A in the Schedule to The
Companies (Tables A to F) Regulations 1985, as amended by
The Companies (Tables A to F) (Amendment) Regulations 1985
(such Table being hereinafter called "Table A") shall apply
to the Company save in so far as they are excluded or varied
hereby and such Regulations (save as so excluded or varied)
and the Articles hereinafter contained shall be the
Regulations of the Company. Regulations 3, 32, 34 and 35 of
Table A shall not apply to this Company.
SHARES
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2. The Company may by Special Resolution:
(a) increase the share capital by such sum to be divided
into shares of such amount as the resolution may
prescribe;
(b) consolidate and divide all or any of its share capital
into shares of a larger amount than its existing
shares;
(c) subdivide its shares, or any of them, into shares which
at the date of the passing of the resolution have not
been taken or agreed to be taken by any person;
(d) reduce its share capital and share premium account in
any way.
3.
(a) Shares which are comprised in the authorised share
capital with which the Company is incorporated shall be
under the control of the Directors who may (subject to
paragraph (d) below), allot, grant options over or
otherwise dispose of the same, to such persons, on such
terms and in such manner as they think fit.
(b) After the first allotment of shares by the Directors
any further shares proposed to be issued shall first be
offered to the Members in proportion as nearly as may
be to the number of the existing shares held by them
respectively unless the Company shall by Special
Resolution otherwise direct. The offer shall be made
by notice specifying the number of shares offered, and
limiting a period (not being less than fourteen days)
within which the offer, if not accepted, will be deemed
to be declined. After the expiration of that period,
those shares so deemed to be declined shall be offered
in the proportion aforesaid to the persons who have,
within the said period, accepted all the shares offered
to them; such further offer shall be made in like terms
in the same manner and limited by a like period as the
original offer. Any shares not accepted pursuant to
such offer or further offer as aforesaid or not capable
of being offered as aforesaid except by way of
fractions and any shares released from the provision of
this Article by such Special Resolution as aforesaid
shall be under the control of the Directors, who may
(subject to paragraph (d) below) allot, grant options
over or otherwise dispose of the same to such persons,
on such terms, and in such manner as they think fit,
provided that, in the case of shares not accepted as
aforesaid, such shares shall not be disposed of on
terms which are more favourable to the subscribers
therefor than the terms on which they were offered to
the Members.
(c) In accordance with Section 91 of the Companies Act 1985
Sections 89(l) and 90 of the said Act shall not apply
to the Company.
(d) The Directors are generally and unconditionally
authorised for the purposes of Section 80 of the
Companies Act 1985 to exercise any power of the Company
to allot and grant rights to subscribe for or convert
securities into shares of the Company up to the amount
of the authorised share capital with which the Company
is incorporated at any time or times during the period
of five years from the date of incorporation and the
Directors may after that period, allot any shares or
grant any such rights under this authority in pursuance
of an offer or agreement so to do made by the Company
within that period. The authority hereby given may at
any time (subject to the said Section 80) be renewed,
revoked or varied by Ordinary Resolution.
LIEN
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4. The Company shall have a first and paramount lien on every
share (whether or not it is a fully paid share) for all
moneys (whether presently payable or not) called or payable
at a fixed time in respect of that share and the Company
shall also have a first and paramount lien on all shares
(whether fully paid or not) standing registered in the name
of any person whether solely or as one of two or more joint
holders for all moneys presently payable by him or his
estate to the Company; but the Directors may at any time
declare any share to be wholly or in part exempt from the
provisions of this Article. The Company's lien on a share
shall extend to any dividend or other amount payable in
respect thereof. Regulation 8 in Table A shall not apply to
the Company.
CALLS
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5. The liability of any Member in default in respect of a call
shall be increased by the addition at the end of the first
sentence of Regulation 18 in Table A of the words "and all
expenses that may have been incurred by the Company by
reason of such non-payment".
REDEMPTION OF SHARES
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6. Subject to the provisions of the Companies Acts, shares may
be issued which are to be redeemed or are to be liable to be
redeemed at the option of the Company or the holder,
provided that the terms on which and the manner in which any
such redeemable shares shall be redeemed shall be specified
by Special Resolution before the issue thereof.
GENERAL MEETINGS AND RESOLUTIONS
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7. Every notice convening a General Meeting shall comply with
the provisions of Section of the Companies Act 1985 as to
giving information to Members in regard to their right to
appoint proxies; and notices of and other communications
relating to any General Meeting which any Member is entitled
to receive shall be sent to the Directors and to the Auditor
for the time being of the Company.
8. In Regulation 41 of Table A there shall be inserted at the
end thereof the words "and if at the adjourned meeting a
quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a
quorum".
9. The words "at least seven clear days' notice" shall be
substituted for "at least fourteen days' clear notice" in
Regulation 38 of Table A.
APPOINTMENT OF DIRECTORS
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10.
(a) The number of the Directors may be determined by
Ordinary Resolution of the Company but unless and until
so fixed there shall be no maximum number of Directors
and the minimum number of Directors shall be one. In
the event of the minimum number of Directors fixed by
or pursuant to these Articles or Table A being one, a
sole Director shall have authority to exercise all the
powers and discretions by Table A or these Articles
expressed to be vested in the Directors generally and
the quorum for the transaction of the business of the
Directors shall be one. Regulation 64 in Table A shall
not apply to the Company.
(b) The Directors shall not be required to retire by
rotation and accordingly Regulations 73, 74 and 75 in
Table A shall not apply to the Company and Regulations
76, 77, 78 and 79 in Table A shall be modified
accordingly.
11. Any appointment or removal of an alternate Director may be
made by letter, cable, telex, telegram, facsimile or
radiogram or in any other manner approved by the Directors.
Any cable, telex, telegram, facsimile or radiogram shall be
confirmed as soon as possible by letter but is a valid
appointment in the meantime. Accordingly Regulation 68 in
Table A shall not apply to the Company.
POWERS OF DIRECTORS
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12. In addition to and without prejudice to the generality of
the powers conferred by Regulation 70 of Table A, the
Directors may exercise all the powers of the Company to
borrow money and to mortgage or charge all the undertaking
and property of the Company including the uncalled capital
or any part thereof, and to issue debentures, debenture
stock and other securities whether outright or as security
for any debt, liability or obligation of the Company or of
any third party.
13. A Director may vote as a Director in regard to any contract
or arrangement in which he is interested or upon any matter
arising therefrom, and if he shall so vote his vote shall be
counted and he shall be reckoned in estimating a quorum when
any such contract or arrangement is under consideration and
Regulations 94 to 97 in Table A shall be modified
accordingly.
14. Any Director or member of a committee of the Directors may
participate in a meeting of the Directors or such committee
by means of conference telephone or similar communications
equipment whereby all persons meeting in this manner shall
be deemed to constitute presence in person at such meeting.
INDEMNITY
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15. Every Director or other officer of the Company shall be
indemnified out of the assets of the Company against all
losses or liabilities which he may sustain or incur in or
about the execution of the duties of his office or otherwise
in relation thereto, including any liability incurred by him
in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is
acquitted or in connection with any application under the
Act in which relief is granted to him by the Court, and no
Director or other officer shall be liable for any loss,
damage or misfortune which may happen to or be incurred by
the Company in the execution of the duties of his office or
in relation thereto. This Regulation shall have effect only
in so far as its provisions are not avoided by Section 310
of the Companies Act 1985. Regulation 118 in Table A shall
not apply to the Company.
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NAMES, ADDRESSES AND DESCRIPTIONS OF NUMBER OF SHARES
SUBSCRIBERS TAKEN BY EACH
SUBSCRIBER
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Signed on behalf of the company
by: H. Jarrell Gibbs
/s/ H. Jarrell Gibbs
TXU Eastern Finance (A) Limited One Hundred
117 Picadilly
London
W1V 9FFJ
Limited Company
Signed on behalf of the company
by: H. Jarrell Gibbs
/s/ H. Jarrell Gibbs
TXU Eastern Finance (B) Limited One Hundred
117 Picadilly
London
W1V 9FJ
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DATED: 2nd February 1999
WITNESS to the above signatures: /s/ John Buchanan
John Buchanan
117 Piccadilly
London W1V 9FJ
Taxation Manager