PLAN SUPPORT AGREEMENTPlan Support Agreement • August 1st, 2016 • Nextera Energy Inc • Electric services • Delaware
This 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 July 29, 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”) and (b) NextEra Energy, Inc., a Florida corporation (together with Merger Sub, as defined below, “NEE”), solely in its capacity as t
AND PLAN OF MERGER By and among NEXTERA ENERGY, INC., EFH MERGER CO., LLC, ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, and ENERGY FUTURE HOLDINGS CORP. Dated as of July 29, 2016Assignment and Assumption Agreement • August 1st, 2016 • Nextera Energy Inc • Electric services • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [the TCEH Effective Date] (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 [Reorganized TCEH], 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 [Merger Sub] (“Merger Sub”), a [=] 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”).1
ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLC ONCOR ELECTRIC DELIVERY COMPANY LLCNextera Energy Inc • August 1st, 2016 • Electric services • Texas
Reference is made to that certain Agreement and Plan of Merger, dated as of July 29, 2016 (the “Merger Agreement”), by and among (i) Energy Future Holdings Corp., a Texas corporation (the “Company”), (ii) Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH” and, together with the Company, the “Sellers”), (iii) NextEra Energy, Inc., a Florida corporation (“Parent”), and (iv) EFH Merger Co., LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Purchasers”), which agreement has been approved by the board of directors of the Company, the board of managers of EFIH and the board of directors of Parent and the manager of Merger Sub and will be submitted for approval by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In addition, reference is made to the amended Plan of Reorganization (the “Plan of Reorganization”) attached to the Merger Agreement and filed or to be filed with t
