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
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.
