Subordination and Priority Agreement Sample Contracts

SUBORDINATION AND PRIORITY AGREEMENT
Subordination and Priority Agreement • April 20th, 2011 • Energy Future Intermediate Holding CO LLC • Electric services • Texas

This Subordination and Priority Agreement (this “Agreement”) is entered into effective as of April 19, 2011, among CITIBANK, N.A., a national banking association in its capacity as beneficiary under the First Lien Credit Deed of Trust (“First Lien Credit Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association in its capacity as beneficiary under the Second Lien Indenture Deed of Trust (“Second Lien Indenture Agent”), CITIBANK, N.A., a national banking association in its capacity as beneficiary under the First Lien Indenture Deed of Trust (“First Lien Indenture Agent”), TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company (“TCEH”) and any Subsidiary Grantor named on the signature pages attached hereto. Capitalized terms defined herein are set forth in this preamble paragraph or on Exhibit A attached hereto.

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