AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT Dated as of October 10, 2007 as amended and restated as of August 7, 2009 Among ENERGY FUTURE COMPETITIVE HOLDING COMPANY, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, THE...Collateral Agency and Intercreditor Agreement • August 10th, 2009 • Energy Future Holdings Corp /TX/ • Electric services • New York
This AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of October 10, 2007, as amended and restated as of August 7, 2009, is entered into by and among TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company (the “Borrower”), ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, a Texas corporation (“US Holdings”), the Subsidiary Guarantors (as defined below), CITIBANK, N.A. (“Citibank”), in its capacity as collateral agent for the Secured Parties (as defined below) (in such capacity, and including its successors and assigns from time to time, the “Collateral Agent”), CITIBANK, N.A., as Administrative Agent (as defined below), CREDIT SUISSE ENERGY LLC (“Credit Suisse”) in its capacity as a Secured Commodity Hedge Counterparty, J. ARON & COMPANY (“J. Aron”) in its capacity as a Secured Commodity Hedge Counterparty, MORGAN STANLEY CAPITAL GROUP INC. (“MS Capital”) in its capacity as a Secured Commodity Hedge Counterparty, CITIGROUP ENERGY INC
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 10th, 2009 • Energy Future Holdings Corp /TX/ • Electric services • New York
PLEDGE AGREEMENT dated as of October 10, 2007, as amended and restated as of August 7, 2009, among Energy Future Competitive Holdings Company, a Texas corporation (“US Holdings”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (the “Company”) each of the Subsidiaries of the Company listed on the signature pages hereto 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, US Holdings, the Company are referred to collectively as the “Pledgors”) and Citibank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the First Lien Secured Parties (as defined below).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 10th, 2009 • Energy Future Holdings Corp /TX/ • Electric services • New York
respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Additional First Lien Obligations, with all the rights and obligations of a First Lien Secured Party thereunder and bound by all the provisions thereof as fully as if it had been an First Lien Secured Party on the effective date of the Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Security Agreement and the Pledge Agreement shall be as follows:
ContractSecurity Agreement • August 10th, 2009 • Energy Future Holdings Corp /TX/ • Electric services • New York
AMENDMENT NO. 1, dated as of August 7, 2009 (this “Amendment”), to the Credit Agreement, dated as of October 10, 2007 (the “Credit Agreement”), 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 thereto (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
