ex10_a.htm


    Exhibit
      10(a)

    


    EXECUTION
      COPY

    


    


    AMENDMENT
      NO. 2 TO CREDIT AGREEMENT

    


    This
      AMENDMENT NO. 2, dated as of
      August 24, 2007 (this “Amendment”), is made to that
      certain $1,500,000,000 Revolving Credit Agreement, dated as of March 1, 2007,
      as
      amended by that certain Amendment No. 1 to Credit Agreement, dated as of June
      29, 2007 (as amended, the “Credit Agreement”), among
      Texas Competitive Electric Holdings Company LLC (formerly known as “TXU Energy
      Company LLC”) (“TCEH”), as the Borrower, certain
      lenders party thereto (the “Lenders”) and Credit
      Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in
      such
      capacity, the “Agent”).

    


    PRELIMINARY
      STATEMENT:

    


    TCEH
      has requested that the Lenders agree to the further amendment of the Credit
      Agreement as set forth herein, and the Required Lenders have agreed to such
      request, subject to the terms and conditions of this
      Amendment.  Therefore, for good and valuable consideration, the
      receipt and adequacy of which are hereby acknowledged, the parties agree as
      follows:

    


    SECTION
      1.  Definitions.  Capitalized
      terms used but not defined herein have the meanings assigned to such terms
      in
      the Credit Agreement.

    


    SECTION
      2.  Amendments.  The
      Credit Agreement is hereby amended as follows:

    


    (a)           the
      definition of “Commitment Termination Date” set forth in Section 1.01 is hereby
      amended and restated in its entirety to read as
      follows:  ‘“Commitment Termination Date”
shall mean the earlier of: (i) the date of any issuance by the Borrower of
      any debt or preferred equity securities or the entering into by the Borrower
      of
      any credit facility, including any extension or refinancing of any other debt
      of
      the Borrower, but excluding (A) the issuance of pollution control revenue
      bonds, commercial paper, the Incremental Notes and the New Incremental Notes,
      (B) the entering into by the Borrower of any credit facility, the proceeds
      of
      which are to be used principally to support margin requirements under the
      long-term hedging program of the Borrower and its Affiliates consistent with
      that described in the Borrower’s report on Form 10-Q for the fiscal quarter
      ended June 30, 2007; and (C) borrowings, deemed borrowings and extensions
      of credit under uncommitted lines of credit and other credit facilities in
      place
      on February 24, 2007 or any credit facility described in clause (B) above;
      and (ii) February 23, 2008;

    


    (b)           the
      following definition is hereby added to Section 1.01 in appropriate alphabetical
      order:  ““New
      Incremental
      Notes”
means
      up to $1,500,000,000
      in unsecured notes issued on a single date by
      the Borrower after August 24,
      2007 and with a scheduled maturity
      after March 3, 2008.”;


    
      
         

      

      
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    (c)           the
      following subsection (f) is hereby added at the end of Section
      2.08:  “(f)The
Total
      Commitment shall, (i)
      on the date of execution of any
      credit facility described in clause (i)(B) of the definition of Commitment
      Termination Date, automatically and permanently reduce by an
      amount equal to (A) in the event that
      the Total Commitment has not already been reduced upon the issuance of New
      Incremental Notes pursuant to clause (ii) below, $500,000,000, or (B) in the
      event that the Total Commitment has already been reduced upon the issuance
      of
      New Incremental Notes pursuant to clause (ii) below, the lesser of (x)
      $500,000,000 and (y) the aggregate principal amount of the New
Incremental
      Notes that were issued, and
      (ii) on the
      date of issuance of any New
      Incremental Notes,
      automatically and permanently reduce by an amount equal to (A)
      in the event that
      the Total Commitment has not already been reduced pursuant to clause (i) above,
      the greater of (x) $500,000,000 and (y) the aggregate principal amount
of the New
Incremental
      Notes issued on
      such date, and (B) in the event
      that the Total
      Commitment has already been reduced pursuant to clause (i) above, the aggregate
      principal amount of the
New
Incremental
      Notes issued on
      such date.”; and

    


    (d)           Section
      2.09(b) is hereby amended and restated in its entirety to read as
      follows:  “(b) On any
      date on which the Total Commitment shall be reduced pursuant to
      Section 2.08(c),
      (d) or (f)
above,
      the Borrower shall, with respect
      to outstanding Loans, prepay such Loans and/or, with respect to LC Outstandings,
      deliver cash collateral to be held by the Agent in the Cash Collateral Account
      to the extent and for the duration necessary to cause the Outstanding Credits
      minus the amount of cash held in the Cash Collateral Account to be no greater
      than the Total Commitment (after giving effect to any such reduction pursuant
      to
      Section 2.08(c),
      (d) or
      (f)).  At
      such time that cash is no longer
      required to be held by the Agent as collateral under this Section 2.09(b),
      the Agent will repay and reassign to the Borrower any such cash then on deposit
      in the Cash Collateral Account, and the Lien of the Agent on the Cash Collateral
      Account with respect to such cash shall automatically
      terminate.”.

    


    SECTION
      3.
Effectiveness of Amendment.  This
      Amendment shall become effective as of the date first set forth above (the
      “Amendment Date”) when the Required Lenders and TCEH
      shall each have executed and delivered to the Agent a counterpart of this
      Amendment.

    


    SECTION
      4.  Representations and
      Warranties.  TCEH represents and warrants
      that:

    


    
      	
              (a)  

            	
              the
                representations and warranties contained in Article III of the Credit
                Agreement (with each reference therein to “this Agreement”, “hereunder”
                and words of like import referring to the Credit Agreement being
                deemed to
                be a reference to the Credit Agreement, as amended by this Amendment)
                are
                true and correct on and as of the Amendment Date as though made on
                and as
                of such date; and

            


    


    
      
         

      

      
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              (b)  

            	
              no
                event has occurred and is continuing, or would result from the execution
                and delivery of this Amendment, that constitutes a Default or an
                Event of
                Default under the Credit Agreement, as amended by this
                Amendment.

            


    

    


    SECTION
      5.  Effect on the Credit
      Agreement.  Except as specifically provided above, the
      Credit Agreement shall continue to be in full force and effect and is hereby
      in
      all respects ratified and confirmed.

    


    SECTION
      6.  Cost, Expenses and
      Taxes.  TCEH agrees to pay on demand all costs and
      expenses of the Agent in connection with the preparation, execution and delivery
      of this Amendment and the other instruments and documents to be delivered
      hereunder, including, without limitation, the reasonable fees and out-of-pocket
      expenses of counsel for the Agent with respect thereto, and all costs and
      expenses (including, without limitation, reasonable counsel fees and expenses),
      if any, in connection with the enforcement (whether through negotiations, legal
      proceedings or otherwise) of this Amendment or such other instruments and
      documents.  In addition, TCEH agrees to pay any and all stamp and
      other taxes payable or determined to be payable in connection with the execution
      and delivery of this Amendment and the other instruments and documents to be
      delivered hereunder, and to save the Lenders and the Agent harmless from and
      against any and all liabilities with respect to or resulting from any delay
      in
      paying or omission to pay such taxes.

    


    SECTION
      7.  Execution in
      Counterparts.  This Amendment may be executed in any
      number of counterparts and by different parties hereto in separate counterparts,
      each of which when so executed and delivered shall be deemed to be an original
      and all of which taken together shall constitute but one and the same
      instrument.  Delivery of an executed counterpart of a signature page
      of this Amendment by facsimile transmission or other electronic transmission
      (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed
      counterpart hereof.

    


    SECTION
      8.  Governing Law.  This
      Amendment shall be governed by, and construed in accordance with, the internal
      laws of the State of New York.

    


    


    


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              TEXAS
                COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

               

               

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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              CITIBANK,
                N.A., as Lender

               

               

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


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              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH, as Lender

               

               

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


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