MANAGEMENT STOCKHOLDER’S AGREEMENT SLT FormManagement Stockholder’s Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of February 1, 2008 among Energy Future Holdings Corp. (formerly known as “TXU Corp.”), a Texas corporation (the “Company”), Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”), and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
SECURITY AGREEMENTSecurity Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
THIS SECURITY AGREEMENT dated as of October 10, 2007, among Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the “Grantors”) and Citibank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) dated January 6, 2008 is made by and between ENERGY FUTURE HOLDINGS CORP. (f/k/a TXU Corp.) (the “Company”), and John Young (the “Executive”).
ADDITIONAL PAYMENT AGREEMENTAdditional Payment Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
ADDITIONAL PAYMENT AGREEMENT, dated as of the 10th day of October, 2007 (this “Agreement”), by and between TXU Corp. (which is expected to be renamed Energy Future Holdings Corp. following the Merger (as defined below)), a Texas corporation (the “Company”), Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (the “Parent”), Texas Competitive Electric Holdings LLC, a Delaware limited liability company (the “Holdings”), and James A. Burke (the “Executive”).
SALE PARTICIPATION AGREEMENT SLT Form February 1, 2008Sale Participation Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
Concurrently with entering into this letter agreement, you are entering into a Management Stockholder’s Agreement with Energy Future Holdings Corp., a Texas corporation formerly known as “TXU Corp.” (the “Company”) and Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”) (the “Stockholder’s Agreement”) relating to (i) your acquisition or continued ownership of common stock, no par value, of the Company, including, without limitation, such common stock, no par value, of the Company hereafter acquired upon the exercise of Options or subsequently issued to a Management Stockholder Entity pursuant to a distribution under the terms of the EFH Salary Deferral Plan (“Common Stock”) and/or (ii) the grant by the Company to you of new options (the “Options”) to purchase shares of Common Stock.
DEFERRED SHARE AGREEMENTDeferred Share Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Delaware
This Deferred Share Agreement, dated as of October 9, 2007 (this “Agreement”) by and among Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”), and James Burke (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
SENIOR UNSECURED INTERIM LOAN AGREEMENT Dated as of October 10, 2007 among TXU CORP., as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and GOLDMAN SACHS CREDIT PARTNERS...Senior Unsecured Interim Loan Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Acquisition Agreement”), dated as of February 25, 2007, by and among the Borrower, Holdings and Merger Sub, Merger Sub will merge with and into the Borrower (the “Merger”), with the Borrower surviving the Merger as a wholly-owned Subsidiary of Holdings;
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT Dated as of October 10, 2007 Among ENERGY FUTURE COMPETITIVE HOLDING COMPANY, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, THE SUBSIDIARY GUARANTORS CITIBANK, N.A., as Administrative Agent and...Collateral Agency and Intercreditor Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of October 10, 2007, is entered into by and among TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company (the “Borrower”), ENERGY FUTURE COMPETITIVE HOLDING* COMPANY, a Texas corporation (“US Holdings”), the Subsidiary Guarantors (as defined below), CITIBANK, N.A. (“Citibank”), in its capacity as collateral agent for the Secured Parties (as defined below) (in such capacity, and including its successors and assigns from time to time, the “Collateral Agent”), CITIBANK, N.A., as Administrative Agent (as defined below), LEHMAN BROTHERS COMMODITY SERVICES INC. (“Lehman Brothers Commodity Services”) in its capacity as a Secured Commodity Hedge Counterparty, J. ARON & COMPANY (“J. Aron”) in its capacity as a Secured Commodity Hedge Counterparty, MORGAN STANLEY CAPITAL GROUP INC. (“MS Capital”) in its capacity as a Secured Commodity Hedge Counterparty, CITIGROUP ENERGY INC. (“Citi Energy”) in its capaci
SENIOR UNSECURED GUARANTEESenior Unsecured Guarantee • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
THIS SENIOR UNSECURED GUARANTEE dated as of October 10, 2007, by US Holdings (as identified below), each of the other signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Subsidiary Guarantors” together with US Holdings, the “Guarantors” and individually, a “Guarantor”), in favor of Morgan Stanley Senior Funding, Inc., as the Administrative Agent for the benefit of the Guaranteed Parties.
ENERGY FUTURE HOLDINGS CORP. KEY EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT SLT FormNon-Qualified Stock Option Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
THIS AGREEMENT, dated as of February 1, 2008 (the “Grant Date”) is made by and between Energy Future Holdings Corp., a Texas corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates (the “Plan”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLCLimited Liability Company Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Delaware
This Management Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Management Agreement and all of which together shall constitute one and the same instrument.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made by and between TXU CORP. (“Company”) and Jonathan Siegler (“Executive”), and is dated as of September 28, 2007.
ContractIndemnification Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
This INDEMNIFICATION AGREEMENT, dated as of October 10, 2007 (the “Agreement”), is among Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”), Energy Future Holdings Corp., a Texas corporation (the “Company” and together with Parent, the “Company Entities”), Kohlberg Kravis Roberts & Co. L.P. a New York limited partnership, TPG Capital, L.P., a Delaware limited partnership and Goldman, Sachs & Co., a New York limited partnership (the “Managers” and each, a “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
TAX SHARING AGREEMENTTax Sharing Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
THIS AGREEMENT, dated as of October 10, 2007, is among TXU Corp., a Texas corporation (“TXU”), Oncor Electric Delivery Holdings LLC, a Delaware limited liability company (“Oncor Holdings”), a wholly owned subsidiary of Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFI”), which is itself a direct wholly-owned subsidiary of TXU, and Oncor Electric Delivery Company LLC, a Delaware liability company and a wholly owned subsidiary of Oncor Holdings (“Oncor” and TXU, Oncor Holdings and Oncor collectively, the “Parties”).
ContractAdditional Payment Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
ADDITIONAL PAYMENT AGREEMENT, dated as of the 10th day of October, 2007 (this “Agreement”), by and between TXU Corp. (which is expected to be renamed Energy Future Holdings Corp. following the Merger (as defined below)), a Texas corporation (the “Company”), Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (the “Parent”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (the “Holdings”), and C. John Wilder (the “Executive”).
ENERGY FUTURE HOLDINGS CORP.Consulting Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services
This letter confirms our mutual understanding regarding your agreement to serve as a consultant to Energy Future Holdings Corp, a Texas corporation (the “Company”), as of October 10, 2007.
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
This Severance and Release Agreement (the “Agreement”) is entered into between Energy Future Holdings Corp., a Texas corporation (the “Company”), and David P. Poole, an individual, (“Executive”). Executive and the Company are referred to in this Agreement as the “Parties.”
CREDIT SUISSE INTERNATIONAL One Cabot Square Telephone 020 7888 8888 London E14 4QJ www.credit-suisse.com Date: 05 November 2007 To: TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC Address: 1601 Bryan Dallas, TX, 75201 Fax: (214) 812-4097 Attention:...Confirmation Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
This Confirmation amends, restates and supersedes in its entirety all Confirmations dated prior to the date hereof in respect of this Transaction.
SCHEDULE to the MASTER AGREEMENT dated as of October 25, 2007 between GOLDMAN SACHS CAPITAL MARKETS, L.P. (“Party A”) and TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC (“Party B”)Master Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) is made by and between TXU CORP. (“Company”) and David Campbell (“Executive”), and is dated as of October 4, 2007.
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
This Severance and Release Agreement (the “Agreement”) is entered into between TXU CORP., a Texas corporation (the “Company”), and C. John Wilder, an individual who as of the effective date of this Agreement serves as the Chairman of the Board and Chief Executive Officer of the Company (“Executive”). Executive and Company are referred to in this Agreement as the “Parties.”
GUARANTEEGuarantee • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
GUARANTEE dated as of October 10, 2007, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
REGISTRATION RIGHTS AGREEMENT OF ENERGY FUTURE HOLDINGS CORP. (FORMERLY KNOWN AS TXU CORP.) DATED AS OF OCTOBER 10, 2007Registration Rights Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2007, is by and among Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (the “Partnership”), Energy Future Holdings Corp. (formerly known as TXU Corp.), a Texas corporation (the “Corporation”), and each of the parties listed on the signature pages hereto. Each of the Persons listed on the signature pages hereto (other than the Corporation) and any other Person who may become a party hereto pursuant to Section 12(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders”.
AMENDMENT TO THE TXU DEFERRED AND INCENTIVE COMPENSATION PLAN TRUST AGREEMENTTrust Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services
WHEREAS, the Company entered into a Trust Agreement with Mellon Bank, N.A. to provide for the payment of benefits under the Plan, dated as of September 4, 2002 (“Trust”); and
PLEDGE AGREEMENTPledge Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
PLEDGE AGREEMENT dated as of October 10, 2007, among Energy Future Competitive Holdings Company, a Texas corporation (“US Holdings”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (the “Company”) each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, US Holdings, the Company are referred to collectively as the “Pledgors”) and Citibank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made by and between TXU CORP. (“Company”) and Jonathan Siegler (“Executive”), and is dated as of October 4, 2007.
SENIOR UNSECURED INTERIM LOAN AGREEMENT Dated as of October 10, 2007 among ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC and TCEH FINANCE, INC. as the Borrower, The Several Lenders from Time to Time...Senior Unsecured Interim Loan Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Acquisition Agreement”), dated as of February 25, 2007, by and among TXU Corp., a Texas corporation (the “Parent”), Holdings and Merger Sub, Merger Sub will merge with and into the Borrower (the “Merger”), with the Borrower surviving the Merger as a wholly-owned Subsidiary of Holdings;
ENERGY FUTURE HOLDINGS CORP.Consulting Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services
This letter confirms our mutual understanding regarding your agreement to serve as a consultant to Energy Future Holdings Corp, a Texas corporation (the “Company”), as of October 10, 2007.
SCHEDULE to the MASTER AGREEMENT dated as of October 29, 2007 between CREDIT SUISSE INTERNATIONAL (“Party A”) and TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC (“Party B”)Master Agreement • March 31st, 2008 • Energy Future Holdings Corp /TX/ • Electric services • New York
