EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 4, 2016 (the “Effective Date”), between TCEH Corp. (the “Company”) and James A. Burke (“Executive”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of October 3, 2016 (the “Effective Time”), between TCEH Corp., a Delaware corporation (the “Company”), and [ ] (the “Stockholder”)1. Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Texas
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is dated October 4, 2016 (the “Commencement Date”), by and between Energy Future Holdings Corp. (“EFH”), a Texas corporation (the “Company”), and Donald L. Evans, an individual (“Consultant”).
AMENDED AND RESTATED SPLIT PARTICIPANT AGREEMENTSplit Participant Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Texas
This Amended and Restated Split Participant Agreement (the “Agreement”), is dated October 3, 2016, by and between Oncor Electric Delivery Company LLC, a Delaware limited liability company f/k/a TXU Electric Delivery Company, a Texas Corporation (“Oncor”) and TEX Operations Company LLC (“RTCEH”) (collectively, the “Parties”, and each, a “Party”).
SEPARATION AGREEMENTAssignment and Assumption Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
THIS SEPARATION AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of October 3, 2016, by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), TEX Energy LLC, a Delaware limited liability company (“SpinCo”), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo,” and together with the Company and SpinCo, the “Parties” and each individually, a “Party”). Section 1.1 contains the defined terms set forth herein; and capitalized terms used but not defined herein are set forth in the Plan of Reorganization (as defined below).
TAX MATTERS AGREEMENT BY AND AMONG ENERGY FUTURE HOLDINGS CORP., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, EFIH FINANCE INC., EFH MERGER CO., LLC AND TEX ENERGY LLC DATED AS OF OCTOBER 3, 2016Tax Matters Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is entered into by and among Energy Future Holdings Corp., a Texas Corporation (“EFH”), Energy Future Intermediate Holding Company LLC, a Delaware Limited Liability Company (“EFIH”), EFIH Finance Inc., a Delaware corporation (“EFIH Finance”), and TEX Energy LLC, a Delaware limited liability company that is either (a) an indirect wholly owned Subsidiary of EFH in the Spin-Off (as defined below) or (b) an entity newly formed by a designee of the TCEH Supporting First Lien Creditors in the Taxable Separation (as defined below) (“Reorganized TCEH”), and EFH Merger Co., LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly-owned Subsidiary of NextEra Energy, Inc., a Florida corporation (“Parent”) (Merger Sub, together with EFH, EFIH, and EFIH Finance, the “EFH Parties”, and the EFH Parties, together with Reorganized TCEH, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • Delaware
This TRANSITION SERVICES AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into, as of this 3rd day of October, 2016 (the “Effective Date”), by and between Energy Future Holdings Corp., a Texas corporation (and any entity successor thereto, including, upon consummation of the E-Side Transaction (as defined below), the successor thereof (if any), (the “Company”)), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo”). Each of the Company and OpCo is referred to herein as a “Party” and are collectively referred to herein as the “Parties.” All capitalized terms used but not otherwise defined herein have the meaning set forth in Annex A attached hereto.
TAX RECEIVABLE AGREEMENT by and between TEX Energy LLC and American Stock Transfer & Trust Company, LLC, as Transfer Agent dated as of October 3, 2016Tax Receivable Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is hereby entered into by and between TEX Energy LLC, a Delaware limited liability company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as transfer agent (the “Transfer Agent”).
COLLATERAL TRUST AGREEMENT dated as of October 3, 2016 among TEX OPERATIONS COMPANY LLC, as the Company, the Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as the First-Out Representative, DEUTSCHE BANK AG NEW YORK BRANCH, as...Collateral Trust Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of October 3, 2016 and is by and among TEX OPERATIONS COMPANY LLC (the “Company”), the other Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as First-Out Representative (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as Senior Credit Agreement Agent (as defined below), DELAWARE TRUST COMPANY, as collateral trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any First Lien Representative of a Series of First Lien Debt that executes and delivers a Collateral Trust Joinder after the date hereof.
CREDIT AGREEMENT Dated as of October 3, 2016 among TEX INTERMEDIATE COMPANY LLC, as Holdings TEX OPERATIONS COMPANY LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent...Junior Lien Intercreditor Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
CREDIT AGREEMENT, dated as of October 3, 2016, among TEX INTERMEDIATE COMPANY LLC (“Holdings”), TEX OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Term Letter of Credit Issuer, and DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
REGISTRATION RIGHTS AGREEMENT by and among TCEH Corp., and the HOLDERS party hereto Dated as of October 3, 2016Registration Rights Agreement • October 4th, 2016 • Energy Future Competitive Holdings Co LLC • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 3, 2016, is by and among TCEH Corp., a Delaware corporation (the “Company”), the parties identified on the signature pages hereto under the heading “Holders” (the “Initial Holders”) and the other holders party hereto from time to time;
