ENERGY FUTURE HOLDINGS CORP. AND EACH OF THE GUARANTORS PARTY HERETO 9.75% SENIOR SECURED NOTES DUE 2019 INDENTURE DATED AS OF [—], 2009 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEECollateral Trust Agreement • November 4th, 2009 • EFIH Finance Inc. • Electric services • New York
INDENTURE dated as of [—], 2009 among Energy Future Holdings Corp., a Texas corporation (the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
PLEDGE AGREEMENT Dated , 2009 From ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC as Pledgor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral TrusteePledge Agreement • November 4th, 2009 • EFIH Finance Inc. • Electric services • New York
PLEDGE AGREEMENT dated , 2009 (this “Agreement”) made by Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (the “Initial Pledgor”) and the Additional Pledgors (as defined in Section 16) (the Initial Pledgor, together with the Additional Pledgors, collectively, the “Pledgors”), to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (in such capacity, together with any successor collateral agent appointed pursuant to Section 6.2 of the Collateral Trust Agreement (as hereinafter defined), the “Collateral Trustee”) for the holders of Parity Lien Obligations (as defined in the Collateral Trust Agreement).
COLLATERAL TRUST AGREEMENT dated as of [—], 2009, among Energy Future Intermediate Holding Company LLC, The Bank of New York Mellon Trust Company, N.A., as First Lien Trustee, the other Secured Debt Representatives from time to time party hereto and...Collateral Trust Agreement • November 4th, 2009 • EFIH Finance Inc. • Electric services • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of [—], 2009 and is by and among Energy Future Intermediate Holding Company, LLC, a Delaware limited liability company (“EFIH”), The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized under the laws of the United States of America, as First Lien Trustee (as defined below) and as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and the other Secured Debt Representatives from time to time party hereto. Capitalized terms used in this Agreement have the meanings assigned to them in the recitals and/or in Article 1 below.
EFH Letterhead]EFIH Finance Inc. • April 1st, 2010 • Electric services
Exchange Agreement July 15, 2010Exchange Agreement • August 2nd, 2010 • EFIH Finance Inc. • Electric services • New York
Each of the undersigned (each a “Holder”) beneficially owns the securities of Energy Future Holdings Corp., a Texas corporation (“EFH”), listed on Appendix A hereto under the heading “EFH Exchange Securities” in an aggregate principal amount set forth on such Appendix A hereto opposite each such Holder’s name (such securities, in such amount, being referred to as the “Exchange Securities”). Each Holder and the Issuers (as defined below) wish to exchange the applicable Exchange Securities for the aggregate principal amount of new securities (the “New Securities”) described in the Offer Material (as defined below) and the cash consideration described in the Offer Material and to deliver Consents (as defined below) in the Consent Solicitation (as defined below) pursuant to the Offer (as defined below) and this letter agreement (this “Agreement”). This Agreement sets forth the agreement among EFH, the Issuers and each Holder regarding the exchange of the Exchange Securities for the New Sec
ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC AND EFIH FINANCE INC. 9.75% SENIOR SECURED NOTES DUE 2019 INDENTURE DATED AS OF NOVEMBER 16, 2009 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEECollateral Trust Agreement • November 13th, 2009 • EFIH Finance Inc. • New York
INDENTURE dated as of November 16, 2009 among Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), and EFIH Finance Inc., a Delaware corporation (“EFIH Finance” and, together with EFIH, the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as Trustee.
Exchange Agreement July 15, 2010Exchange Agreement • August 2nd, 2010 • EFIH Finance Inc. • Electric services • New York
Certain clients (each a “Holder” and collectively, the “Holders”) of Avenue Capital Management II, LP (“Manager”) beneficially own, and Manager has discretionary authority on the date hereof with respect to, in the aggregate, the securities of Energy Future Holdings Corp., a Texas corporation (“EFH”), listed on Appendix A hereto under the heading “EFH Exchange Securities” in an aggregate principal amount set forth on such Appendix A hereto (such securities, in such amount, being referred to as the “Exchange Securities”). Manager, on behalf of the Holders, and the Issuers (as defined below) wish to exchange the applicable Exchange Securities for the aggregate principal amount of new securities (the “New Securities”) described in the Offer Material (as defined below) and the cash consideration described in the Offer Material and to deliver Consents (as defined below) in the Consent Solicitation (as defined below) pursuant to the Offer (as defined below) and this letter agreement (this “A
Exchange Agreement July 15, 2010Exchange Agreement • August 2nd, 2010 • EFIH Finance Inc. • Electric services • New York
Certain clients (each a “Holder” and collectively, the “Holders”) of Western Asset Management Company (“Western”) beneficially own, and Western has discretionary authority on the date hereof with respect to, in the aggregate, the securities of Energy Future Holdings Corp., a Texas corporation (“EFH”), listed on Appendix A hereto under the heading “EFH Exchange Securities” (such securities, in such amount, being referred to as the “Exchange Securities”). Western, on behalf of the Holders, and the Issuers (as defined below) have discussed the exchange of the Exchange Securities for the aggregate principal amount of new securities (the “New Securities”) and the cash consideration pursuant to the Offer. This exchange agreement (this “Agreement”) sets forth the agreement among EFH, the Issuers and Western, on behalf of the Holders, regarding the terms of the exchange of the Exchange Securities for the New Securities and the delivery of Consents in respect of all of the Exchange Securities.
