TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. $335,905,000 15% Senior Secured Second Lien Notes due 2021 Registration Rights AgreementRegistration Rights Agreement • October 8th, 2010 • Energy Future Intermediate Holding CO LLC • 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 to the Holders (as defined herein) upon the terms set forth in the Exchange Agreement (as defined herein) up to $335,905,000 in aggregate principal amount of their 15% Senior Secured Second Lien Notes due 2021 (the “Notes”) in exchange for the notes listed under the heading “Exchange Securities” in Appendix A to the Exchange Agreement. The Notes will be unconditionally guaranteed by the Guarantors (as defined herein). In order to induce the Holders to enter into the Exchange Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Holders 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 Holders’ obligation
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC AND TCEH FINANCE, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR SECURED SECOND LIEN NOTES DUE 2021 INDENTURE DATED AS OF OCTOBER 6, 2010 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEEIndenture • October 8th, 2010 • Energy Future Intermediate Holding CO LLC • Electric services • New York
INDENTURE dated as of October 6, 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 (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • October 8th, 2010 • Energy Future Intermediate Holding CO LLC • Electric services • New York
THIS SECOND LIEN PLEDGE AGREEMENT, dated as of October 6, 2010 (as amended, modified or supplemented from time to time, this “Agreement”), among Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (the “Company”), TCEH Finance, Inc. (“TCEH Finance” and, together with the Company, the “Issuers”), a Delaware corporation and a direct, wholly-owned subsidiary of 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 and the Issuers are referred to collectively as the “Pledgors”) and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the Second Lien Secured Parties (as defined below).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • October 8th, 2010 • Energy Future Intermediate Holding CO LLC • Electric services • New York
The Collateral Agent, by acknowledging and agreeing to this Additional Second Lien Secured Party Consent, accepts the appointment set forth in clause (iii) above.
SECOND LIEN INTERCREDITOR AGREEMENT among ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, THE SUBSIDIARY GUARANTORS CITIBANK, N.A. as Senior Collateral Agent for the Senior Secured Parties and as...Second Lien Intercreditor Agreement • October 8th, 2010 • Energy Future Intermediate Holding CO LLC • Electric services • New York
SECOND LIEN INTERCREDITOR AGREEMENT dated as of October 6, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company (the “Company”), ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, a Texas corporation (“U.S. Holdings”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below), CITIBANK, N.A., as collateral agent for the Senior Secured Parties (as defined below) (in such capacity, the “Senior Collateral Agent”) and as Representative for the Credit Agreement Secured Parties (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Representative for the Initial Second Priority Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to tim
