Txu Energy Co Llc Sample Contracts

Texas Competitive Electric Holdings CO LLC – ENERGY FUTURE HOLDINGS CORP. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR NOTES DUE 2017 SENIOR TOGGLE NOTES DUE 2017 (October 31st, 2007)

INDENTURE dated as of October 31, 2007 among Energy Future Holdings Corp., a Texas corporation (the “Issuer”), the Guarantors (as defined herein) and The Bank of New York, as Trustee.

Texas Competitive Electric Holdings CO LLC – TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC AND TCEH FINANCE, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR NOTES DUE 2015 (October 31st, 2007)

INDENTURE dated as of October 31, 2007 among Texas Competitive Electric Holdings Company LLC, a Texas limited liability company, and TCEH Finance, Inc., a Texas corporation (collectively, the “Issuer”), the Guarantors (as defined herein) and The Bank of New York, as Trustee.

Texas Competitive Electric Holdings CO LLC – Explanatory Note (October 30th, 2007)

Each of the following sections, “Summary - Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data of Energy Future Holdings Corp. and its Subsidiaries,” “Energy Future Holdings Corp. Unaudited Pro Forma condensed Consolidated Financial Statements,” and “Energy Future Holdings Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition—Post-Merger,” amends and restates the corresponding section set forth in Exhibit 99.1 to the Current Report on Form 8-K filed jointly by Energy Future Holdings Corp., formerly named TXU Corp. (“EFH Corp.”), and its subsidiary, Texas Competitive Electric Holdings Company LLC, formerly named TXU Energy Company LLC (“TCEH”), on October 17, 2007. Except as specifically set forth herein, this Exhibit 99.3 does not amend or update Exhibit 99.1 to the Current Report on Form 8-K filed by EFH Corp. and TCEH on October 17, 2007. This Exhibit 99.3 should be read together with E

Texas Competitive Electric Holdings CO LLC – Explanatory Note (October 30th, 2007)

Each of the following sections, “Summary - Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data of Energy Future Competitive Holdings and its Subsidiaries,” “Energy Future Competitive Holdings Unaudited Pro Forma condensed Consolidated Financial Statements,” and “Energy Future Competitive Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition—Post-Merger,” amends and restates the corresponding section set forth in Exhibit 99.2 to the Current Report on Form 8-K filed jointly by Energy Future Holdings Corp., formerly named TXU Corp. (“EFH Corp.”), and its subsidiary, Texas Competitive Electric Holdings Company LLC, formerly named TXU Energy Company LLC (“TCEH”), on October 17, 2007. Except as specifically set forth herein, this Exhibit 99.4 does not amend or update Exhibit 99.2 to the Current Report on Form 8-K filed by EFH Corp. and TCEH on October 17, 2007. This Exhibit 99.4 should be re

Texas Competitive Electric Holdings CO LLC – Preliminary Financial Results for the Third Quarter Ended September 30, 2007 (October 23rd, 2007)

This Current Report on Form 8-K provides selected preliminary unaudited consolidated financial results of Energy Future Competitive Holdings Company (“EFC Holdings”), Texas Competitive Electric Holdings Company LLC’s (“TCEH”) direct parent, and for TCEH for the nine months ended September 30, 2007, which were released on October 23, 2007.

Texas Competitive Electric Holdings CO LLC – Preliminary Financial Results for the Third Quarter Ended September 30, 2007 (October 23rd, 2007)

This Current Report on Form 8-K provides selected preliminary unaudited consolidated financial results of Energy Future Holdings Corp. (“EFH”) for the nine months ended September 30, 2007, which were released on October 23, 2007. Please note that, unless as explicitly stated herein, the results presented below are the consolidated results for EFH, which include the results for Oncor Electric Delivery Company LLC (“Oncor Electric Delivery”) and its subsidiaries.

Texas Competitive Electric Holdings CO LLC – FORWARD-LOOKING STATEMENTS (October 17th, 2007)

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that are included in this Current Report on Form 8-K, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation and cash distribution policy, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power production assets, market and industry developments and the growth of our business and operations (often, but not always, identified through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “outlook” and our use of the condition

Texas Competitive Electric Holdings CO LLC – FORWARD-LOOKING STATEMENTS (October 17th, 2007)

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that are included in this Current Report on Form 8-K, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation and cash distribution policy, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power production assets, market and industry developments and the growth of our business and operations (often, but not always, identified through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “outlook” and our use of the condition

Texas Competitive Electric Holdings CO LLC – EXECUTIVE SUMMARY (October 15th, 2007)
Texas Competitive Electric Holdings CO LLC – Contract (October 15th, 2007)

3 ($ in millions) TCEH EFH Revolver - - - - Commodity Collateral Revolver $687 - - Term Loan B 16,450 - - Delayed Draw Term Loan 2,150 - - Cash Pay Bridges 5,000 $2,000 PIK Toggle Bridges 1,750 2,500 Total $26,037 $4,500 Revolver $2,700 - - Deposit LC Facility 1,250 - - Delayed Draw Term Loan 1,950 - - Total $5,900 - - Total Committed Financing $31,937 $4,500 Committed Financing The Investor Group has secured approximately $36.4 billion of new, committed debt financing, $30.5 (1) billion of which was funded as of the transaction close. (2) Note: Excludes refinancing of existing Accounts Receivable Securitization at TXU Receivables Co. and existing Transition Bonds at Oncor Electric Delivery. (1) Pro Forma as of 6/30/07. Includes estimated $687 million draw on Commodity Collateral Revolver (based on natural forward gas curve as of 6/30/07). Actual drawn amount at closing was ~$380 million. (2) Commodity Collateral Revolver will be drawn as needed to provide cash collateral for certain n

Texas Competitive Electric Holdings CO LLC – News Release (October 15th, 2007)

Dallas – October 15, 2007 – Energy Future Holdings Corp. (formerly named TXU Corp.) announced today that it intends to sell, subject to market conditions, up to approximately $2.0 billion in aggregate principal amount of cash-pay senior notes due 2017 in a private placement pursuant to Rule 144A and Regulation S of the Securities Act of 1933.

Texas Competitive Electric Holdings CO LLC – Restated Certificate Of Formation Of Energy Future Holdings Corp. (October 11th, 2007)

The purposes for which the Corporation is formed are all lawful purposes for which for-profit corporations may be formed under the Texas Business Organizations Code (the “TBOC”).

Texas Competitive Electric Holdings CO LLC – ENERGY FUTURE HOLDINGS CORP. Amended and Restated Bylaws (October 11th, 2007)
Txu Energy Co Llc – News Release (March 16th, 2007)

This release does not constitute an offer to sell or the solicitation of an offer to buy securities. The notes will be issued only to “qualified institutional buyers” under Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to persons outside the United States in accordance with Regulation S under the Securities Act. The notes offered have not been registered under the United States federal or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Txu Energy Co Llc – REVOLVING CREDIT AGREEMENT Dated as of March 1, 2007 (March 8th, 2007)

REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of March 1, 2007, among TXU Energy Company LLC, a Delaware limited liability company (the “Borrower”), the lenders listed in Schedule 2.01 (together with their successors and assigns, the “Lenders”), Credit Suisse, Cayman Islands Branch (“CS”), as administrative agent for the Lenders (in such capacity, the “Agent”) and as a fronting bank for letters of credit issued hereunder, and Citibank, N.A., as a fronting bank for letters of credit issued hereunder.

Txu Energy Co Llc – REVOLVING CREDIT AGREEMENT Dated as of May 26, 2006 (June 2nd, 2006)

REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of May 26, 2006, among TXU Energy Company LLC, a Delaware limited liability company (the “Borrower”), the lenders listed in Schedule 2.01 (together with their successors and assigns, the “Lenders”), Credit Suisse, Cayman Islands Branch (“CS”), as administrative agent for the Lenders (in such capacity, the “Agent”) and as a fronting bank for letters of credit issued hereunder, and Lehman Brothers Bank, as a fronting bank for letters of credit issued hereunder.

Txu Energy Co Llc – Agreement (March 23rd, 2005)

This Agreement is entered into as of the 10th day of March, 2005, by and between TXU Electric Delivery Company, a Texas corporation (“Electric Delivery”), and TXU Energy Company LLC, a Delaware limited liability company (“Energy”).

Txu Energy Co Llc – REGISTRATION RIGHTS AGREEMENT (February 24th, 2005)

Exhibit 4(e) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated July 14, 2004, is made between TXU ENERGY COMPANY LLC, a Delaware limited liability company (the "Company"), and Credit Suisse First Boston LLC, as representative of the Initial Purchasers (as defined herein). This Agreement is made pursuant to the Purchase Agreement dated July 9, 2004 (the "Purchase Agreement"), between the Company, as issuer, and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $800,000,000 aggregate principal amount of the Company's Floating Rate Senior Notes due 2006 (the "Notes"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agre

Txu Energy Co Llc – Page Glossary ii Selected Financial Data A-1 Management’s Discussion and Analysis of Financial Condition and Results of Operations A-2 Report of Independent Registered Public Accounting Firm A-22 Financial Statements: Statements of Consolidated Income and Comprehensive Income A-23 Statements of Consolidated Cash Flows A-24 Consolidated Balance Sheets A-25 Statements of Consolidated Membership Interests A-26 Notes to Financial Statements A-27 (December 10th, 2004)
Txu Energy Co Llc – PAGE Glossary ii PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Statements of Consolidated Income and Comprehensive Income–Three Months Ended March 31, 2004 and 2003 1 Condensed Statements of Consolidated Cash Flows – Three Months Ended March 31, 2004 and 2003 2 Condensed Consolidated Balance Sheets –March 31, 2004 and December 31, 2003 3 Notes to Condensed Financial Statements 4 Report of Independent Registered Public Accounting Firm 17 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 (December 10th, 2004)
Txu Energy Co Llc – BOND AMORTIZATION AGREEMENT (March 18th, 2004)

Exhibit 10(c)(1) ------------------------------------------------------------------------------- INSTALLMENT PAYMENT AND BOND AMORTIZATION AGREEMENT BETWEEN BRAZOS RIVER AUTHORITY AND TXU ENERGY COMPANY LLC -------------- BRAZOS RIVER AUTHORITY POLLUTION CONTROL REVENUE REFUNDING BONDS (TXU ENERGY COMPANY LLC PROJECT) SERIES 2003D ------------------------------------------------------------------------------- TABLE OF CONTENTS

Txu Energy Co Llc – FORM OF NEW 2008 NOTE (September 17th, 2003)

Exhibit 4(c) ------------ FORM OF NEW 2008 NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO TXU ENERGY COMPANY LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. CUSIP NO.

Txu Energy Co Llc – 6.125% SENIOR NOTES DUE 2008 AND THE 7.000% SENIOR NOTES DUE 2013 (September 17th, 2003)

Exhibit 4(b) ------------ TXU ENERGY COMPANY LLC OFFICER'S CERTIFICATE 1-D-1 ESTABLISHING THE FORM AND CERTAIN TERMS OF THE 6.125% SENIOR NOTES DUE 2008 AND THE 7.000% SENIOR NOTES DUE 2013 The undersigned, Kirk R. Oliver, the Treasurer and Assistant Secretary of TXU Energy Company LLC (the "Company") (all capitalized terms used herein that are not defined herein but are defined in the Indenture referred to below shall have the meanings specified in the Indenture), pursuant to a Board Resolution dated January 8, 2002 and Sections 201 and 301 of the Indenture, does hereby certify to The Bank of New York (the "Trustee"), as Trustee under the Indenture (For Unsecured Debt Securities) of the Company dated as of March 1, 2003 (

Txu Energy Co Llc – EMPLOYMENT AGREEMENT (September 17th, 2003)

Exhibit 10(l) EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of the 1st day of July, 2000, by and between TXU Energy Services Company ("Employer") and Robert G. McCoy, an individual ("Employee"). 1. Employment. Employer hereby agrees to employ Employee and Employee hereby agrees to serve Employer, subject to the terms and conditions set forth herein. 2. Term. Employee's employment with Employer will commence as of the first date set forth above and will continue through the third anniversary of such employment commencement date (the "Term"). Following the expiration of the Term, Employee's employment with Employer will continue until terminated at the will of either of the parties hereto. The parties understand and agree that, subject to the provisions of Section 7 hereof re

Txu Energy Co Llc – EMPLOYMENT AGREEMENT (September 17th, 2003)

Exhibit 10(k) EMPLOYMENT AGREEMENT This Employment Agreement is made effective as of September 1, 2000, by and between TXU Energy Trading Company ("Employer") and V. J. Horgan, an individual ("Employee"). 1. Employment. Employer hereby agrees to employ Employee and Employee hereby agrees to serve Employer, subject to the terms and conditions set forth herein. 2. Term. This Agreement will commence as of the date first set forth above and, unless terminated previously through the provisions of Section 5, shall continue through August 31, 2005 ("Term"). Following the Term, Employee's employment with Employer may continue on an "at will" basis until terminated at the will of either party. 3. Initial Title and Duties. Employee shall initially serve Employer as its President. Employee will perform such duties and tasks as she may be called upon by Employer to perform from time

Txu Energy Co Llc – FORM OF NEW 2013 NOTE (September 17th, 2003)

Exhibit 4(d) ------------ FORM OF NEW 2013 NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO TXU ENERGY COMPANY LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. CUSIP NO

Txu Energy Co Llc – REGISTRATION RIGHTS AGREEMENT (September 17th, 2003)

Exhibit 4(e) ------------ REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated March 11, 2003, is made between TXU ENERGY COMPANY LLC, a Delaware limited liability company (the "Company"), and LEHMAN BROTHERS INC., as representative of the Initial Purchasers (as defined herein). This Agreement is made pursuant to the Purchase Agreement dated March 6, 2003 (the "Purchase Agreement"), between the Company, as issuer, and the Initial Purchasers, which provides for, among other things, the several sales by the Company to the Initial Purchasers of $250,000,000 principal amount of the Company's 6.125% Senior Notes due 2008 (the "2008 Notes") and $1,000,000,000 principal amount of the Company's 7.000% Senior Notes due 2013 (the "2013 Notes," and together with the 2008 Notes, the "Not

Txu Energy Co Llc – EMPLOYMENT AGREEMENT (September 17th, 2003)

Exhibit 10(m) EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of the 1st day of July, 2000, by and between TXU Corp. f/k/a Texas Utilities Company, a Texas corporation (the "Company") and W. M. Taylor, an individual (the "Employee"). RECITALS WHEREAS, Employee currently serves as the President - Generation Division of the Company's indirect wholly-owned subsidiary, TXU Electric Company ("Employer"); and WHEREAS, the Company and Employer currently desire Employee to continue in such capacity, and the parties desire to evidence their understanding and agreement regarding the terms and conditions of Employee's continued employment, all as set forth herein. NOW, THEREFORE, the parties agree as follows. 1. Employment. The Company shall cause Employer to employ Employee. Employee hereby agr