Attached files

file filename
S-1 - FORM S-1 - Energy Future Intermediate Holding CO LLCds1.htm
EX-4.(K) - REGISTRATION RIGHTS LETTER AGREEMENT, DATED MARCH 16, 2010 - Energy Future Intermediate Holding CO LLCdex4k.htm
EX-5.(A) - OPINION OF ANDREW M. WRIGHT - Energy Future Intermediate Holding CO LLCdex5a.htm
EX-4.(J) - FIRST SUPPLEMENTAL INDENTURE - Energy Future Intermediate Holding CO LLCdex4j.htm
EX-21.(A) - SUBSIDIARIES OF ENERGY FUTURE HOLDING INTERMEDIATE HOLDING COMPANY LLC - Energy Future Intermediate Holding CO LLCdex21a.htm
EX-23.(C) - CONSENT OF DELOITTE & TOUCHE LLP - Energy Future Intermediate Holding CO LLCdex23c.htm
EX-23.(B) - CONSENT OF DELOITTE & TOUCHE LLP - Energy Future Intermediate Holding CO LLCdex23b.htm

Exhibit 24(b)

NEW YORK POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below authorizes John F. Young, Paul M. Keglevic, Robert C. Walters, or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, a Registration Statement on Form S-1 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), relating to offers and sales of 9.75% Senior Secured Notes due 2019 (the “Notes”) of Energy Future Intermediate Holding Company LLC related to market-making transactions in the Notes effected from time to time, and any amendments including post-effective amendments thereto, and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the Notes which are the subject of such Registration Statement, as the case may be, which amendments may make such changes in such Registration Statement, as the case may be, as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

This power of attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that the person whose signature appears below has previously executed. This power of attorney shall not be revoked by any subsequent power of attorney the person whose signature appears below may execute, unless such subsequent power specifically refers to this power of attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.

The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statements below are required under the New York General Obligations Law. Notwithstanding anything to the contrary contained therein, this power of attorney is limited to the powers granted as described above and DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigned’s money or sell or dispose of the undersigned’s property.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

 

 

/S/    MARC S. LIPSCHULTZ        

                       March 29, 2010
Name:  

Marc S. Lipschultz

  


STATE OF NEW YORK

   )
   )ss.:

COUNTY OF New York

   )

On the 29th day of March, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Marc S. Lipschultz, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

/S/    KAREEN V. LIPUMA        
Notary Public


IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

 

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

 

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

 

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

 

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

 

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.


I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

 

 

 

/S/    JOHN F. YOUNG        

                       April 1, 2010
 

John F. Young

  

 

 

STATE OF TEXAS

   )
   )ss.:

COUNTY OF DALLAS

   )

On the 1st day of April, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared John F. Young, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

/S/    KAREN ECHOLS        
Notary Public


I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

 

 

 

/S/    PAUL M. KEGLEVIC        

                       April 1, 2010
 

Paul M. Keglevic

  

 

 

STATE OF TEXAS

   )
   )ss.:

COUNTY OF DALLAS

   )

On the 1st day of April, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Paul M. Keglevic, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

/S/    KAREN ECHOLS        
Notary Public


I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

 

 

 

/S/    ROBERT C. WALTERS        

                       March 31, 2010
  Robert C. Walters   

 

 

STATE OF TEXAS

   )
   )ss.:

COUNTY OF DALLAS

   )

On the 31st day of March, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Robert C. Walters, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

/S/    KAREN ECHOLS        
Notary Public