0001193311-07-000073 Sample Contracts

Published CUSIP No: Revolving Credit Loans: 90210EAB2; Deposit L/C Loans: 90210EAC0 Delayed Draw Term Loan: 90210EAD8; Initial Tranche B-1 Term Loan: 90210EAE6 Initial Tranche B-2 Term Loan: 90210EAF3; Initial Tranche B-3 Term Loan: 90210EAG1 Posting...
Credit Agreement • November 14th, 2007 • Energy Future Holdings Corp /TX/ • Electric services • New York

CREDIT 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 (“TCEH” or the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, Revolving Letter of Credit Issuer and Deposit Letter of Credit Issuer, GOLDMAN SACHS CREDIT PARTNERS L.P., as Posting Agent, Posting Syndication Agent and Posting Documentation Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent and Revolving Letter of Credit Issuer, CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P., LEHMAN BROTHERS INC., MORGAN STANLEY SENIOR FUNDING, INC. and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners, GOLDMAN SACHS CREDIT PARTNERS L.P., as Posting Lead Arrang

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 14th, 2007 • Energy Future Holdings Corp /TX/ • Electric services • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October [__], 2007, to the Indenture dated as of July 1, 2003 (the “Indenture”), by and between TXU Corp., a Texas corporation (the “Company”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • November 14th, 2007 • Energy Future Holdings Corp /TX/ • Electric services • Texas

This AMENDMENT NO. 2, dated as of August 24, 2007 (this “Amendment”), is made to that certain $1,500,000,000 Revolving Credit Agreement, dated as of March 1, 2007, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 29, 2007 (as amended, the “Credit Agreement”), among Texas Competitive Electric Holdings Company LLC (formerly known as “TXU Energy Company LLC”) (“TCEH”), as the Borrower, certain lenders party thereto (the “Lenders”) and Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Agent”).

Contract
First Supplemental Indenture • November 14th, 2007 • Energy Future Holdings Corp /TX/ • Electric services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2007, to the Indenture dated as of November 1, 2004 (as amended and supplemented to the date hereof, the “Indenture”), by and between TXU Corp., a Texas corporation (the “Company”) and The Bank of New York, as trustee (the “Trustee”).

ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT by and between TXU US HOLDINGS COMPANY, a Texas corporation(“Owner”) and BECHTEL POWER CORPORATION, a Nevada corporation (“Contractor”)
, and Construction Agreement • November 14th, 2007 • Energy Future Holdings Corp /TX/ • Electric services • Texas

This ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of May 2006, by and between TXU US HOLDINGS COMPANY, a Texas corporation (the “Owner”), and BECHTEL POWER CORPORATION, a Nevada corporation (the “Contractor”). Each entity is sometimes individually referred to herein as a “Party” and both entities are sometimes collectively referred to herein as the “Parties.”

Contract
Indenture • November 14th, 2007 • Energy Future Holdings Corp /TX/ • Electric services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2007, to the Indenture dated as of March 1, 2003 (as amended and supplemented to the date hereof, the “Indenture”), by and between Texas Competitive Electric Holdings Company LLC (formerly known as TXU Energy Company LLC), a Delaware limited liability company (the “Company”) and The Bank of New York, as trustee (the “Trustee”).

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