Energy Future Holdings Corp /TX/ Sample Contracts

Energy Future Holdings Corp /TX/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (December 30th, 2016)

Energy Future Holdings Corp. (“EFH Corp.” and, together with certain of its direct and indirect subsidiaries listed on Exhibit A attached hereto, the “EFH Debtors”), the ultimate parent company of each of the entities that comprise the EFH corporate group (collectively, “EFH”), and Energy Future Intermediate Holding Company LLC (“EFIH” and, together with EFIH Finance, Inc., the “EFIH Debtors”) are providing Holders of Class B3, B4, and B6 Claims with the information in this disclosure statement (the “Disclosure Statement”) on the date hereof (the “Solicitation Date”) pursuant to section 1125 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in connection with the chapter 11 cases (the “Chapter 11 Cases”) commenced by the Debtors on April 29, 2014 (the “Petition Date”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Energy Future Holdings Corp /TX/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (December 30th, 2016)

The Debtors (as defined herein) propose this sixth amended joint plan of reorganization (the “Plan”) for the resolution of the outstanding claims against, and interests in, the Debtors pursuant to the Bankruptcy Code. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. Accordingly, the Plan constitutes a separate plan of reor

Energy Future Holdings Corp /TX/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (December 6th, 2016)

Energy Future Holdings Corp. (“EFH Corp.” and, together with certain of its direct and indirect subsidiaries listed on Exhibit A attached hereto, the “EFH Debtors”), the ultimate parent company of each of the entities that comprise the EFH corporate group (collectively, “EFH”), and Energy Future Intermediate Holding Company LLC (“EFIH” and, together with EFIH Finance, Inc., the “EFIH Debtors”) are providing Holders of Class B6 Claims with the information in this disclosure statement (the “Disclosure Statement”) on the date hereof (the “Solicitation Date”) pursuant to section 1125 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in connection with the chapter 11 cases (the “Chapter 11 Cases”) commenced by the Debtors on April 29, 2014 (the “Petition Date”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Energy Future Holdings Corp /TX/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (December 6th, 2016)

The Debtors (as defined herein) propose this fifth amended joint plan of reorganization (the “Plan”) for the resolution of the outstanding claims against, and interests in, the Debtors pursuant to the Bankruptcy Code. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. Accordingly, the Plan constitutes a separate plan of reor

Energy Future Holdings Corp /TX/ – EXTENSION AND INCREASE AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN- POSSESSION CREDIT AGREEMENT (October 20th, 2016)

EXTENSION AND INCREASE AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of October 20, 2016 (this “Amendment”), is entered into by and among Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), EFIH Finance Inc., a Delaware corporation (“EFIH Finance” and, together with EFIH, the “Borrowers”), Deutsche Bank AG New York Branch, as administrative agent and collateral agent (the “Administrative Agent”) and the undersigned Lenders (as defined in the Credit Agreement).

Energy Future Holdings Corp /TX/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (May 12th, 2016)

Energy Future Holdings Corp. (“EFH Corp.” and, together with certain of its direct and indirect subsidiaries listed on Exhibit A attached hereto, the “EFH Debtors”), the ultimate parent company of each of the entities that comprise the EFH corporate group (collectively, “EFH”); Texas Competitive Electric Holdings Company LLC (“TCEH” and, together with its direct parent company, Energy Future Competitive Holdings Company LLC (“EFCH”) and certain of TCEH’s direct and indirect subsidiaries as listed on Exhibit B attached hereto, the “TCEH Debtors”); and Energy Future Intermediate Holding Company LLC (“EFIH” and, together with EFIH Finance, Inc., the “EFIH Debtors” and the EFH Debtors, the TCEH Debtors, and the EFIH Debtors collectively, the “Debtors”) are providing you with the information in this second amended disclosure statement (the “Disclosure Statement”) on the date hereof (the “Solicitation Date”) pursuant to section 1125 of chapter 11 of title 11 of the United States Code (the “B

Energy Future Holdings Corp /TX/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (May 12th, 2016)

The Debtors (as defined herein) propose this amended joint plan of reorganization (the “Plan”) for the resolution of the outstanding claims against, and interests in, the Debtors pursuant to the Bankruptcy Code. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. Accordingly, the Plan constitutes a separate plan of reorganiza

Energy Future Holdings Corp /TX/ – AMENDED & RESTATED PLAN SUPPORT AGREEMENT (September 17th, 2015)

This PLAN SUPPORT AGREEMENT (this “Agreement”)1 is made and entered into as of September 11, 2015 (the “Agreement Effective Date”), by and among the following parties:

Energy Future Holdings Corp /TX/ – AMENDED & RESTATED SETTLEMENT AGREEMENT (September 17th, 2015)

This settlement agreement (this “Settlement Agreement”), is made and entered into as of September 11, 2015, by and among the following parties:

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 27, 2015 is made by and between LUMINANT HOLDING COMPANY LLC (“Luminant”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of Luminant, referred to herein as the “Company”) and MARK ALLEN MCFARLAND (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 30, 2015 is made by and between ENERGY FUTURE HOLDINGS CORP. (the “Company”) and JOHN YOUNG (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 27, 2015 is made by and between EFH CORPORATE SERVICES COMPANY, ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Corporate Services Company, referred to herein collectively as the “Company”) and PAUL KEGLEVIC (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 27, 2015 is made by and between EFH CORPORATE SERVICES COMPANY (“EFH Co.”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Co., referred to herein as the “Company”) and CARRIE L. KIRBY (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 27, 2015 is made by and between EFH CORPORATE SERVICES COMPANY (“EFH Co.”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Co., referred to herein as the “Company”) and STACEY H. DORÉ (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 27, 2015 is made by and between EFH CORPORATE SERVICES COMPANY (“EFH Co.”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Co., referred to herein as the “Company”) and JOHN D. O’BRIEN, JR. (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2015)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 27, 2015 is made by and between TXU ENERGY RETAIL COMPANY LLC (“TXU Energy”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of TXU Energy, referred to herein as the “Company”) and JAMES A. BURKE (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of June 19, 2014 among ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC and EFIH FINANCE INC., as the Co-Borrowers, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. AND MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, BARCLAYS BANK PLC, ROYAL BANK OF CANADA AND UNION BANK, N.A. as Co-Documentation Agents, DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERC (June 25th, 2014)

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of June 19, 2014, among ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“EFIH”) and EFIH FINANCE INC., a Delaware corporation and a debtor and debtor-in-possession (“EFIH FINANCE” and together with EFIH, each a “Co-Borrower” and collectively, the “Co-Borrowers” or the “Borrower”) in a case pending under chapter 11 of the Bankruptcy Code, the lending institutions from time to time parties hereto, including all Exchanging Lenders (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent and DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and UNION BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners.

Energy Future Holdings Corp /TX/ – Contract (June 25th, 2014)

AMENDMENT NO. 1, dated as of May 13, 2014 (this “Amendment”), among Energy Future Competitive Holdings Company LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“Parent Guarantor”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“TCEH” or the “Borrower”), in a case pending under chapter 11 of the Bankruptcy Code, the undersigned Lenders (as defined below) to the Credit Agreement referred to below, the other undersigned Credit Parties, Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), the Letter of Credit Issuers, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, RBC Capital Markets and Union Bank, N.A., (collectively, in such capacity, the “Amendment Ar

Energy Future Holdings Corp /TX/ – Contract (June 25th, 2014)

AMENDMENT NO. 2, dated as of June 12, 2014 (this “Amendment”), among Energy Future Competitive Holdings Company LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“Parent Guarantor”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“TCEH” or the “Borrower”), in a case pending under chapter 11 of the Bankruptcy Code, the undersigned Lenders (as defined below) to the Credit Agreement referred to below, the other undersigned Credit Parties, Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”) and the Letter of Credit Issuers. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to those terms in the Credit Agreement (as amended hereby).

Energy Future Holdings Corp /TX/ – PLEDGE AGREEMENT (June 25th, 2014)

PLEDGE AGREEMENT, dated as of June 19, 2014, among Energy Future Intermediate Holding Company LLC, a Delaware limited liability company, EFIH Finance Inc., a Delaware corporation (together, the “Borrower”), each of the Subsidiaries of the Borrower 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 Borrower are referred to collectively as the “Pledgors”), each a debtor and debtor-in-possession under the Chapter 11 of the Bankruptcy Code, and Deutsche Bank AG New York Branch, as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).

Energy Future Holdings Corp /TX/ – SECURITY AGREEMENT (June 25th, 2014)

THIS SECURITY AGREEMENT, dated as of June 19, 2014, among Energy Future Intermediate Holdings Company LLC, a Delaware limited liability company, EFIH Finance Inc., a Delaware corporation (together, the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, and the Borrowers are referred to collectively as the “Grantors”), each a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, and Deutsche Bank AG New York Branch, as Collateral Agent (in such capacity, the “Collateral Agent”) under the DIP Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).

Energy Future Holdings Corp /TX/ – SECOND AMENDMENT TO RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (May 27th, 2014)

THIS SECOND AMENDMENT TO THE RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (this “Amendment”) is made as of May 16, 2014 by and among all of the following: (a) the Consenting Interest Holders; (b) the Consenting Ad Hoc TCEH Committee (as amended below); (c) Consenting Creditors holding at least 50.1% in principal amount of the aggregate amount of EFH Unsecured Note Claims held at such time by the Consenting Creditors; (d) Consenting Fidelity EFIH First Lien Noteholders holding at least 50.1% in principal amount of the aggregate amount of the EFIH First Lien Note Claims held by all Consenting Fidelity First Lien Noteholders at such time; (e) Consenting Creditors holding at least 50.1% in principal amount of the aggregate of each of the EFIH Second Lien Note Claims at such time; (f) the Required EFIH Unsecured Consenting Creditors; (g) each applicable Consenting Non-Fidelity EFIH First Lien Noteholder; and (h) each of the Debtors (each of the foregoing listed on the signature pages attache

Energy Future Holdings Corp /TX/ – THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO. (May 1st, 2014)

This RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (including all exhibits and schedules attached hereto and in accordance with Section 2, this “Agreement”) is made and entered into as of April 29, 2014, by and among the following parties:

Energy Future Holdings Corp /TX/ – PRIVILEGED AND CONFIDENTIAL April 28, 2014 Energy Future Holdings Corp. Energy Future Intermediate Holdings Company LLC Energy Plaza 1601 Bryan Street Dallas, TX 75201 (May 1st, 2014)

Reference is made to the Restructuring Support and Lock-Up Agreement, dated as of April 28, 2014 (the “Restructuring Support Agreement”), by and among Energy Future Holdings Corp. (“EFH”), Energy Future Intermediate Holding Company LLC (“EFIH”), and certain of their affiliates (collectively, the “Debtors”), the other parties thereto, and parties listed on the signature pages hereto (the “Initial Commitment Parties”), and the term sheets and other documents attached to the Restructuring Support Agreement, pursuant to which EFH and EFIH intend to engage in a restructuring of their existing liabilities in accordance with the Bankruptcy Code (the “Restructuring”). Capitalized terms used in this letter agreement and not otherwise defined herein shall have the meanings provided in the Restructuring Support Agreement or the Restructuring Term Sheet attached thereto (subject to Section 2 of the Restructuring Support Agreement).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 30th, 2014)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 24, 2014, by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), and Donald L. Evans, an individual (the “Executive”).

Energy Future Holdings Corp /TX/ – SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS (April 30th, 2014)

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 24, 2014 among Eagle Mountain Power Company LLC (the “Guaranteeing Subsidiary”), a subsidiary of Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH”), TCEH Finance, Inc., a Delaware Corporation (together with TCEH, the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and Wilmington Savings Fund Society, FSB, as successor trustee (the “Trustee”).

Energy Future Holdings Corp /TX/ – DEUTSCHE BANK CITIGROUP MERRILL LYNCH MORGAN SECURITIES INC. GLOBAL MARKETS PIERCE, FENNER & STANLEY SENIOR DEUTSCHE BANK INC. SMITH FUNDING, INC. AG NEW YORK 388 Greenwich Street INCORPORATED 1585 Broadway BRANCH New York, NY 10013 BANK OF New York, NY 10036 60 Wall Street AMERICA, N.A. New York, NY 10005 214 North Tryon Street Charlotte, NC 28255 BARCLAYS ROYAL BANK OF UNION BANK, N.A. 745 Seventh Avenue CANADA 455 S. Figueroa Street New York, NY 10019 200 Vesey Street 15th Floor New York, NY 10281 Los Angeles, CA 90071 (April 30th, 2014)

You have advised each of Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG New York Branch (“DBNY”), Citi (as defined below), Bank of America, N.A. (“Bank of America”), MLPFS (as defined below), Morgan Stanley (as defined below), Barclays Bank PLC (“Barclays”), RBC Capital Markets (“RBCCM”), Royal Bank of Canada (“Royal Bank”), Union Bank, N.A. (“Union Bank”), Loop Capital Markets, LLC (“Loop Capital”) and The Williams Capital Group, L.P. (“Williams Capital” and, together with DBSI, DBNY, Citi, Bank of America, MLPFS, Morgan Stanley, Barclays, RBCCM, Royal Bank, Union Bank and Loop Capital, the “Commitment Parties”, “us” or “we” and, each a “Commitment Party”) that

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 30th, 2014)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 31, 2014 is made by and between EFH CORPORATE SERVICES COMPANY (“EFH Co.”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Co., referred to herein as the “Company”) and CARRIE L. KIRBY (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 30th, 2014)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 31, 2014 is made by and between EFH CORPORATE SERVICES COMPANY, ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Corporate Services Company, referred to herein collectively as the “Company”) and PAUL KEGLEVIC (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 30th, 2014)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 31, 2014 is made by and between ENERGY FUTURE HOLDINGS CORP. (the “Company”) and JOHN YOUNG (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – Commitment Letter (April 30th, 2014)

You have advised each of Citi (as defined below), Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG New York Branch (“DBNY”), MLPFS (as defined below), Bank of America, N.A. (“Bank of America”), Morgan Stanley (as defined below), Barclays Bank PLC (“Barclays”), RBC Capital Markets (“RBCCM”), Royal Bank of Canada (“Royal Bank”) and Union Bank, N.A. (“Union Bank” and, together with Citi, DBSI, DBNY, MLPFS, Bank of America, Morgan Stanley, Barclays, RBCCM and Royal Bank, the “Commitment Parties”, “us” or “we” and, each a “Commitment Party”), that Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“you” or the “Company”), together with your subsidiaries identified as “Debtors” on the Term Sheet attached as Exhibit A hereto (together with the annexes thereto, the “Term Sheet” and, together with this letter, collectively, the “Commitment Letter”), are considering filing voluntary petitions under Chapter 11 of the United States Code (the “Bankruptcy

Energy Future Holdings Corp /TX/ – SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS (April 30th, 2014)

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 24, 2014, among Eagle Mountain Power Company LLC (the “Guaranteeing Subsidiary”), a subsidiary of Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH” ), TCEH Finance, Inc., a Delaware corporation (together with TCEH, the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 30th, 2014)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 31, 2014 is made by and between TXU ENERGY RETAIL COMPANY LLC (“TXU Energy”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of TXU Energy, referred to herein as the “Company”) and JAMES A. BURKE (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 30th, 2014)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated March 31, 2014 is made by and between EFH CORPORATE SERVICES COMPANY (“EFH Co.”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of EFH Co., referred to herein as the “Company”) and JOHN D. O’BRIEN, JR. (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

Energy Future Holdings Corp /TX/ – SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS (April 30th, 2014)

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 24, 2014, among Eagle Mountain Power Company LLC (the “Guaranteeing Subsidiary”), a subsidiary of Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH” ), TCEH Finance, Inc., a Delaware Corporation (together with TCEH, the “Issuer”), and Law Debenture Trust Company of New York, as successor trustee (the “Trustee”).