EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 5, 2016, between Vistra Energy Corp. (the “Company”) and William Holden (“Executive”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TCEH CORP. 2016 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between TCEH Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the TCEH Corp. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of October 3, 2016 (the “Effective Time”), between TCEH Corp., a Delaware corporation (the “Company”), and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
AMENDED AND RESTATED SPLIT PARTICIPANT AGREEMENTSplit Participant Agreement • December 23rd, 2016 • Vistra Energy Corp • Texas
This Amended and Restated Split Participant Agreement (the “Agreement”), is dated October 3, 2016, by and between Oncor Electric Delivery Company LLC, a Delaware limited liability company f/k/a TXU Electric Delivery Company, a Texas Corporation (“Oncor”) and TEX Operations Company LLC (“RTCEH”) (collectively, the “Parties”, and each, a “Party”).
SEPARATION AGREEMENTAssignment and Assumption Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
THIS SEPARATION AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of October 3, 2016, by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), TEX Energy LLC, a Delaware limited liability company (“SpinCo”), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo,” and together with the Company and SpinCo, the “Parties” and each individually, a “Party”). Section 1.1 contains the defined terms set forth herein; and capitalized terms used but not defined herein are set forth in the Plan of Reorganization (as defined below).
TAX MATTERS AGREEMENT BY AND AMONG ENERGY FUTURE HOLDINGS CORP., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, EFIH FINANCE INC., EFH MERGER CO., LLC AND TEX ENERGY LLC DATED AS OF OCTOBER 3, 2016Tax Matters Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 3, 2016 (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 TEX Energy LLC, 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 EFH Merger Co., LLC (“Merger Sub”), a Delaware limited liability company 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”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • December 23rd, 2016 • Vistra Energy Corp • Texas
This First Amendment to Lease Agreement (this “Amendment”) is dated as of June 1, 2007, by and between U.S. Bank, N.A. (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association), as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust (as trustee only, and not individually) (“Lessor”), and TXU Properties Company, a Texas corporation (“Lessee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
This TRANSITION SERVICES AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into, as of this 3rd day of October, 2016 (the “Effective Date”), by and between Energy Future Holdings Corp., a Texas corporation (and any entity successor thereto, including, upon consummation of the E-Side Transaction (as defined below), the successor thereof (if any), (the “Company”)), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo”). Each of the Company and OpCo is referred to herein as a “Party” and are collectively referred to herein as the “Parties.” All capitalized terms used but not otherwise defined herein have the meaning set forth in Annex A attached hereto.
TAX RECEIVABLE AGREEMENT by and between TEX Energy LLC and American Stock Transfer & Trust Company, LLC, as Transfer Agent dated as of October 3, 2016Tax Receivable Agreement • December 23rd, 2016 • Vistra Energy Corp • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is hereby entered into by and between TEX Energy LLC, a Delaware limited liability company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as transfer agent (the “Transfer Agent”).
COLLATERAL TRUST AGREEMENT dated as of October 3, 2016 among TEX OPERATIONS COMPANY LLC, as the Company, the Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as the First-Out Representative, DEUTSCHE BANK AG NEW YORK BRANCH, as...Collateral Trust Agreement • December 23rd, 2016 • Vistra Energy Corp • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of October 3, 2016 and is by and among TEX OPERATIONS COMPANY LLC (the “Company”), the other Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as First-Out Representative (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as Senior Credit Agreement Agent (as defined below), DELAWARE TRUST COMPANY, as collateral trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any First Lien Representative of a Series of First Lien Debt that executes and delivers a Collateral Trust Joinder after the date hereof.
PURCHASE AND SALE AGREEMENT by and between La Frontera Ventures, LLC as Seller, and Luminant Holding Company LLC as Buyer dated as of November 25, 2015Purchase and Sale Agreement • December 23rd, 2016 • Vistra Energy Corp • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 25, 2015 (the “Effective Date”), is by and between La Frontera Ventures, LLC, a Delaware limited liability company (“Seller”), and Luminant Holding Company LLC, a Delaware limited liability company (“Buyer”).
CREDIT AGREEMENT Dated as of October 3, 2016 among TEX INTERMEDIATE COMPANY LLC, as Holdings TEX OPERATIONS COMPANY LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent...Junior Lien Intercreditor Agreement • December 23rd, 2016 • Vistra Energy Corp • New York
CREDIT AGREEMENT, dated as of October 3, 2016, among TEX INTERMEDIATE COMPANY LLC (“Holdings”), TEX OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Term Letter of Credit Issuer, and DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
LEASE AGREEMENT Dated as of February 14, 2002 between State Street Bank and Trust Company of Connecticut, National Association, as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as Lessor and TXU Properties Company, a Texas...Lease Agreement • December 23rd, 2016 • Vistra Energy Corp • Texas
THIS LEASE AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2002, by and between State Street Bank and Trust Company of Connecticut, National Association, as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as Lessor (“Lessor”), having its principal place of business at c/o State Street Bank and Trust Company, 2 Avenue de Lafayette, 6th Floor, Boston, Massachusetts 02112, and TXU Properties Company, a Texas corporation (“Lessee”), having a place of business at 1601 Bryan Street, Dallas, Texas 75201.
TCEH CORP. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
This Director Indemnification Agreement (this “Agreement”) is made as of this 3rd day of October, 2016, by and between TCEH Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TCEH CORP. 2016 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between TCEH Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the TCEH Corp. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
REGISTRATION RIGHTS AGREEMENT by and among TCEH Corp., and the HOLDERS party hereto Dated as of October 3, 2016Registration Rights Agreement • December 23rd, 2016 • Vistra Energy Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 3, 2016, is by and among TCEH Corp., a Delaware corporation (the “Company”), the parties identified on the signature pages hereto under the heading “Holders” (the “Initial Holders”) and the other holders party hereto from time to time;
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • December 23rd, 2016 • Vistra Energy Corp • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of October 3, 2016 (the “Effective Time”), between TCEH Corp., a Delaware corporation (the “Company”), and the entities signing under the heading “Stockholder” on the signature pages hereto (collectively, the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
INCREMENTAL AMENDMENTVistra Energy Corp • December 23rd, 2016 • New York
INCREMENTAL AMENDMENT, dated as of December 14, 2016 (this “2016 Incremental Amendment”), by and among Deutsche Bank AG New York Branch (the “2016 Incremental Term Loan Lender”), Goldman Sachs Bank USA (the “2016 New Revolving Loan Lender”), Vistra Operations Company LLC (formerly known as TEX Operations Company LLC), a Delaware limited liability company (the “Borrower”), Vistra Intermediate Company LLC (formerly known as TEX Intermediate Company LLC), a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto (as defined in the Credit Agreement referred to below), the Revolving Letter of Credit Issuers (as defined in the Credit Agreement), the Required Revolving Credit Lenders (as defined in the Credit Agreement) and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent.
