EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 4, 2016 (the “Effective Date”), between TCEH Corp. (the “Company”) and James A. Burke (“Executive”).
LIMITED LIABILITY COMPANY AGREEMENT OF ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLCLimited Liability Company Agreement • May 2nd, 2013 • Energy Future Competitive Holdings CO • Electric services • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Energy Future Competitive Holdings Company LLC, a Delaware limited liability company (the “Company”), dated this 15th day of April, 2013, is entered into by EFH2 Corp., a Texas corporation, as the sole member of the Company (the “Member”), for the purpose of governing the affairs of the Company.
SUPPLEMENTAL INDENTURESupplemental Indenture • October 23rd, 2009 • Energy Future Competitive Holdings CO • Electric services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of [—], 2009, between Energy Future Holdings Corp. (formerly known as TXU Corp.), a Texas corporation (the “Company”), and The Bank of New York Mellon, as Trustee (formerly known as The Bank of New York) (the “Trustee”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of October 3, 2016 (the “Effective Time”), between TCEH Corp., a Delaware corporation (the “Company”), and [ ] (the “Stockholder”)1. Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Texas
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is dated October 4, 2016 (the “Commencement Date”), by and between Energy Future Holdings Corp. (“EFH”), a Texas corporation (the “Company”), and Donald L. Evans, an individual (“Consultant”).
AMENDED AND RESTATED SPLIT PARTICIPANT AGREEMENTSplit Participant Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Texas
This Amended and Restated Split Participant Agreement (the “Agreement”), is dated October 3, 2016, by and between Oncor Electric Delivery Company LLC, a Delaware limited liability company f/k/a TXU Electric Delivery Company, a Texas Corporation (“Oncor”) and TEX Operations Company LLC (“RTCEH”) (collectively, the “Parties”, and each, a “Party”).
SEPARATION AGREEMENTAssignment and Assumption Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
THIS SEPARATION AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of October 3, 2016, by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), TEX Energy LLC, a Delaware limited liability company (“SpinCo”), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo,” and together with the Company and SpinCo, the “Parties” and each individually, a “Party”). Section 1.1 contains the defined terms set forth herein; and capitalized terms used but not defined herein are set forth in the Plan of Reorganization (as defined below).
TAX MATTERS AGREEMENT BY AND AMONG ENERGY FUTURE HOLDINGS CORP., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, EFIH FINANCE INC., EFH MERGER CO., LLC AND TEX ENERGY LLC DATED AS OF OCTOBER 3, 2016Tax Matters Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is entered into by and among Energy Future Holdings Corp., a Texas Corporation (“EFH”), Energy Future Intermediate Holding Company LLC, a Delaware Limited Liability Company (“EFIH”), EFIH Finance Inc., a Delaware corporation (“EFIH Finance”), and TEX Energy LLC, a Delaware limited liability company that is either (a) an indirect wholly owned Subsidiary of EFH in the Spin-Off (as defined below) or (b) an entity newly formed by a designee of the TCEH Supporting First Lien Creditors in the Taxable Separation (as defined below) (“Reorganized TCEH”), and EFH Merger Co., LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly-owned Subsidiary of NextEra Energy, Inc., a Florida corporation (“Parent”) (Merger Sub, together with EFH, EFIH, and EFIH Finance, the “EFH Parties”, and the EFH Parties, together with Reorganized TCEH, the “Parties”).
AMENDED AND RESTATED PLAN SUPPORT AGREEMENTPlan Support Agreement • September 20th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This AMENDED AND RESTATED PLAN SUPPORT AGREEMENT (including all exhibits attached hereto, as may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of September 19, 2016, by and among: (a) (i) Energy Future Holdings Corp., a Texas corporation (“EFH Corp.”); (ii) Energy Future Intermediate Holding Company LLC (“EFIH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH Corp.; (iii) EFIH Finance Inc. (“EFIH Finance,” and together with EFIH, the “EFIH Debtors”), a Delaware corporation and a direct, wholly-owned subsidiary of EFIH; and (iv) each of EFH Corp.’s other direct and indirect subsidiaries listed on the signature pages hereto (each of the foregoing entities identified in subclauses (i) through (iv) an “EFH/EFIH Debtor” and, collectively, the “EFH/EFIH Debtors”), (b) the undersigned funds and accounts advised or sub-advised by Fidelity Management & Research Company
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This TRANSITION SERVICES AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into, as of this 3rd day of October, 2016 (the “Effective Date”), by and between Energy Future Holdings Corp., a Texas corporation (and any entity successor thereto, including, upon consummation of the E-Side Transaction (as defined below), the successor thereof (if any), (the “Company”)), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo”). Each of the Company and OpCo is referred to herein as a “Party” and are collectively referred to herein as the “Parties.” All capitalized terms used but not otherwise defined herein have the meaning set forth in Annex A attached hereto.
TAX RECEIVABLE AGREEMENT by and between TEX Energy LLC and American Stock Transfer & Trust Company, LLC, as Transfer Agent dated as of October 3, 2016Tax Receivable Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is hereby entered into by and between TEX Energy LLC, a Delaware limited liability company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as transfer agent (the “Transfer Agent”).
COLLATERAL TRUST AGREEMENT dated as of October 3, 2016 among TEX OPERATIONS COMPANY LLC, as the Company, the Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as the First-Out Representative, DEUTSCHE BANK AG NEW YORK BRANCH, as...Collateral Trust Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of October 3, 2016 and is by and among TEX OPERATIONS COMPANY LLC (the “Company”), the other Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as First-Out Representative (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as Senior Credit Agreement Agent (as defined below), DELAWARE TRUST COMPANY, as collateral trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any First Lien Representative of a Series of First Lien Debt that executes and delivers a Collateral Trust Joinder after the date hereof.
SETTLEMENT AGREEMENTSettlement Agreement • August 10th, 2015 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This settlement agreement (this “Settlement Agreement”), is made and entered into as of August 9, 2015, by and among the following parties:
PLAN SUPPORT AGREEMENTPlan Support Agreement • August 10th, 2015 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This PLAN SUPPORT AGREEMENT (this “Agreement”)1 is made and entered into as of August 9, 2015 (the “Agreement Effective Date”), by and among the following parties:
CREDIT AGREEMENT Dated as of October 3, 2016 among TEX INTERMEDIATE COMPANY LLC, as Holdings TEX OPERATIONS COMPANY LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent...Junior Lien Intercreditor Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
CREDIT AGREEMENT, dated as of October 3, 2016, among TEX INTERMEDIATE COMPANY LLC (“Holdings”), TEX OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Term Letter of Credit Issuer, and DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and among OVATION ACQUISITION I, L.L.C., OVATION ACQUISITION II, L.L.C., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, and ENERGY FUTURE HOLDINGS CORP. Dated as of August 9, 2015Purchase Agreement and Agreement and Plan of Merger • August 10th, 2015 • Energy Future Competitive Holdings Co LLC • Electric services • Texas
This PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 9, 2015, is by and among Energy Future Holdings Corp., a Texas corporation (the “Company”), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), Ovation Acquisition I, L.L.C., a Delaware limited liability company (“Parent”), and Ovation Acquisition II, L.L.C., a Delaware limited liability company (“OV2” and, together with Parent, the “Purchasers”).
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of August 4, 2016 among ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC, as Parent Guarantor, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, as the Borrower, The Several...Security Agreement • August 5th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
CREDIT AGREEMENT, dated as of [ ], among [ ] (“Holdings”), [ ] (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Term Letter of Credit Issuer, and DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
REGISTRATION RIGHTS AGREEMENT by and among TCEH Corp., and the HOLDERS party hereto Dated as of October 3, 2016Registration Rights Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 3, 2016, is by and among TCEH Corp., a Delaware corporation (the “Company”), the parties identified on the signature pages hereto under the heading “Holders” (the “Initial Holders”) and the other holders party hereto from time to time;
BACKSTOP AGREEMENTBackstop Agreement • August 10th, 2015 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
THIS BACKSTOP AGREEMENT (this “Agreement”), dated as of August 9, 2015, is made by and among Ovation Acquisition I, L.L.C., a Delaware limited liability company (the “Company”), Energy Future Holdings Corp., a Texas corporation (“EFH”), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), and the Investors set forth on Schedule 1 hereto, as it may be amended from time to time in accordance with this Agreement (each referred to herein individually as an “Investor” and collectively as the “Investors”). The Company, EFH, EFIH and each Investor are each referred to herein as a “Party” and collectively, the “Parties”.
TRADE RECEIVABLES SALE AGREEMENT Dated as of November 30, 2012 Among TXU ENERGY RETAIL COMPANY LLC as Originator, as Collection Agent and as Originator Agent and TXU ENERGY RECEIVABLES COMPANY LLC as Buyer and ENERGY FUTURE HOLDINGS CORP.Trade Receivables Sale Agreement • December 6th, 2012 • Energy Future Competitive Holdings CO • Electric services • New York
TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (“TXU Energy Retail”), as an originator (the “Initial Originator”, and together with each Additional Originator that becomes a party hereto in accordance with Section 2.07, the “Originators”), as the Collection Agent (as defined below) and as agent for the Originators (the “Originator Agent”), TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company as buyer (the “Buyer”), and ENERGY FUTURE HOLDINGS CORP., a Texas corporation (“EFH Corp.”) agree as follows:
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC AND TCEH FINANCE, INC. AND EACH OF THE GUARANTORS PARTY HERETO FIRST SUPPLEMENTAL INDENTURE Dated as of October 20, 2010 To the Indenture dated as of October 6, 2010 THE BANK OF NEW YORK MELLON TRUST...Supplemental Indenture • October 26th, 2010 • Energy Future Competitive Holdings CO • Electric services • New York
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • November 17th, 2010 • Energy Future Competitive Holdings CO • Electric services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 15, 2010, among Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company, and TCEH Finance, Inc., a Delaware corporation (collectively, the “Issuer”), the Guarantors named on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 20th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of September 18, 2016 is by and among Energy Future Holdings Corp., a Texas corporation (the “Company”), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), NextEra Energy, Inc., a Florida corporation (“Parent”), and EFH Merger Co., LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub”).
DECEMBER 2012 EXTENSION AMENDMENT, dated as of January 4, 2013 (this “Amendment”), among Energy Future Competitive Holdings Company, a Texas corporation (“US Holdings”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability...Credit Agreement • January 7th, 2013 • Energy Future Competitive Holdings CO • Electric services • New York
CREDIT AGREEMENT, dated as of October 10, 2007, among ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, a Texas corporation (“US Holdings”; as hereinafter further defined), TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company (“TCEH” or the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, Revolving Letter of Credit Issuer and Deposit Letter of Credit Issuer, GOLDMAN SACHS CREDIT PARTNERS L.P., as Posting Agent, Posting Syndication Agent and Posting Documentation Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent and Revolving Letter of Credit Issuer, CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P., LEHMAN BROTHERS INC., MORGAN STANLEY SENIOR FUNDING, INC. and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners, GOLDMAN SACHS CREDIT PARTN
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 23rd, 2009 • Energy Future Competitive Holdings CO • Electric services • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of [—], 2009, among Energy Future Holdings Corp., a Texas corporation (the “Issuer”), the Guarantors named on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee (the “Trustee”).
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. $350,000,000 15% Senior Secured Second Lien Notes due 2021, Series B unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors...Registration Rights Agreement • October 26th, 2010 • Energy Future Competitive Holdings CO • Electric services • New York
Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH”), and TCEH Finance, Inc., a Delaware corporation (“TCEH Finance” and, together with TCEH, the “Issuers”), propose to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $350,000,000 in aggregate principal amount of their 15% Senior Secured Second Lien Notes due 2021, Series B (the “Notes”). The Notes will be unconditionally guaranteed by the Guarantors (as defined herein). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Registrable Securities (as defined herein). The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.
INCREMENTAL AMENDMENTEnergy Future Competitive Holdings CO • January 7th, 2013 • Electric services • New York
INCREMENTAL AMENDMENT NO. 1, dated as of January 4, 2013 (this “Agreement”), by and among the initial Incremental 2012 Term Lenders (as hereinafter defined), ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, a Texas Corporation (“US Holdings”), TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company (the “Borrower”), the undersigned Credit Parties and CITIBANK, N.A., as Administrative Agent and as Collateral Agent.
FIRST LIEN TRADE RECEIVABLES FINANCING AGREEMENT Dated as of November 30, 2012 Among TXU ENERGY RECEIVABLES COMPANY LLC as Borrower, TXU ENERGY RETAIL COMPANY LLC as Collection Agent, CAFCO, LLC, CRC FUNDING, LLC CHARTA, LLC and CIESCO, LLC, as...Financing Agreement • December 6th, 2012 • Energy Future Competitive Holdings CO • Electric services • New York
NOW, THEREFORE, the parties agree, effective as of the Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3.01 hereof, as follows:
