Indenture



 Exhibit 4.1 

EXECUTION VERSION 
  

 
  

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC 

AND 

TCEH FINANCE, INC. 

AND EACH OF THE GUARANTORS PARTY HERETO 

SENIOR SECURED SECOND LIEN NOTES DUE 2021 
  

 
 INDENTURE

 DATED AS OF OCTOBER 6, 2010 

 
  

THE BANK OF NEW YORK 

MELLON TRUST COMPANY, N.A. 

TRUSTEE 
  

 
  

 
  







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310 (a)(1)
	  	7.10
	        (a)(2)
	  	7.10
	        (a)(3)
	  	N.A.
	        (a)(4)
	  	N.A.
	        (a)(5)
	  	7.10
	        (b)
	  	7.10
	        (c)
	  	N.A.
	 311 (a)
	  	7.11
	        (b)
	  	7.11
	        (c)
	  	N.A.
	 312(a)
	  	2.05
	        (b)
	  	13.03
	        (c)
	  	13.03
	 313 (a)
	  	7.06; 13.02
	        (b)(1)
	  	11.06
	        (b)(2)
	  	7.06; 7.07
	        (c)
	  	7.06; 13.02
	        (d)
	  	7.06
	 314 (a)
	  	4.03; 4.04; 13.02;
13.05
	        (b)
	  	11.06(c)
	        (c)(1)
	  	7.02; 13.04
	        (c)(2)
	  	7.02; 13.04
	        (c)(3)
	  	N.A.
	        (d)
	  	11.06
	        (e)
	  	13.05
	        (f)
	  	N.A.
	 315 (a)
	  	7.01
	        (b)
	  	7.05; 13.02
	        (c)
	  	7.01
	        (d)
	  	7.01
	        (e)
	  	6.14
	 316 (a) (last sentence)
	  	2.09
	        (a)(1)(A)
	  	6.05
	        (a)(1)(B)
	  	6.04
	        (a)(2)
	  	N.A.
	        (b)
	  	6.07
	        (c)
	  	1.05; 2.12; 9.04
	 317 (a)(1)
	  	6.08
	        (a)(2)
	  	6.12
	        (b)
	  	2.04
	 318 (a)
	  	13.01
	        (b)
	  	N.A.
	        (c)
	  	13.01

 N.A. means not
applicable. 
  

	*	 This Cross Reference Table is not part of the Indenture. 









 TABLE OF CONTENTS 

 

					
	  	  	Page
		
	 ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Other Definitions	  	45
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	46
	 Section 1.04
	  	Rules of Construction	  	46
	 Section 1.05
	  	Acts of Holders	  	47
		
	 ARTICLE 2 THE NOTES
	  	48
			
	 Section 2.01
	  	Form and Dating; Terms	  	48
	 Section 2.02
	  	Execution and Authentication	  	50
	 Section 2.03
	  	Registrar and Paying Agent	  	50
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	50
	 Section 2.05
	  	Holder Lists	  	51
	 Section 2.06
	  	Transfer and Exchange	  	51
	 Section 2.07
	  	Replacement Notes	  	62
	 Section 2.08
	  	Outstanding Notes	  	63
	 Section 2.09
	  	Treasury Notes	  	63
	 Section 2.10
	  	Temporary Notes	  	63
	 Section 2.11
	  	Cancellation	  	63
	 Section 2.12
	  	Defaulted Interest	  	64
	 Section 2.13
	  	CUSIP and ISIN Numbers	  	64
		
	 ARTICLE 3 REDEMPTION
	  	64
			
	 Section 3.01
	  	Notices to Trustee	  	64
	 Section 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	65
	 Section 3.03
	  	Notice of Redemption	  	65
	 Section 3.04
	  	Effect of Notice of Redemption	  	66
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	66
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	67
	 Section 3.07
	  	Optional Redemption	  	67
	 Section 3.08
	  	Mandatory Redemption	  	68
	 Section 3.09
	  	Offers to Repurchase by Application of Excess Proceeds	  	68
		
	 ARTICLE 4 COVENANTS
	  	70
			
	 Section 4.01
	  	Payment of Notes	  	70
	 Section 4.02
	  	Maintenance of Office or Agency	  	70
	 Section 4.03
	  	Reports and Other Information	  	71
	 Section 4.04
	  	Compliance Certificate	  	72
	 Section 4.05
	  	Taxes	  	72
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	72
	 Section 4.07
	  	Limitation on Restricted Payments	  	73
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	80
	 Section 4.09
	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	81
	 Section 4.10
	  	Asset Sales	  	87
	 Section 4.11
	  	Transactions with Affiliates	  	91

  

 i 









					
	 Section 4.12
	  	Limitation on Liens	  	93
	 Section 4.13
	  	Corporate Existence	  	94
	 Section 4.14
	  	Offer to Repurchase upon Change of Control	  	94
	 Section 4.15
	  	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	96
	 Section 4.16
	  	Limitations on Business Activities of TCEH Finance	  	97
	 Section 4.17
	  	Maintenance of Properties and Insurance	  	97
	 Section 4.18
	  	Future Subsidiary Grantors	  	97
	 Section 4.19
	  	Payment for Consent	  	97
		
	 ARTICLE 5 SUCCESSORS
	  	98
			
	 Section 5.01
	  	Merger, Consolidation, or Sale of All or Substantially All Assets	  	98
	 Section 5.02
	  	Successor Corporation Substituted	  	100
		
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  	101
			
	 Section 6.01
	  	Events of Default	  	101
	 Section 6.02
	  	Acceleration	  	103
	 Section 6.03
	  	Other Remedies	  	103
	 Section 6.04
	  	Waiver of Past Defaults	  	104
	 Section 6.05
	  	Control by Majority	  	104
	 Section 6.06
	  	Limitation on Suits	  	104
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	105
	 Section 6.08
	  	Collection Suit by Trustee	  	105
	 Section 6.09
	  	Restoration of Rights and Remedies	  	105
	 Section 6.10
	  	Rights and Remedies Cumulative	  	105
	 Section 6.11
	  	Delay or Omission Not Waiver	  	105
	 Section 6.12
	  	Trustee May File Proofs of Claim	  	105
	 Section 6.13
	  	Priorities	  	106
	 Section 6.14
	  	Undertaking for Costs	  	106
		
	 ARTICLE 7 TRUSTEE
	  	107
			
	 Section 7.01
	  	Duties of Trustee	  	107
	 Section 7.02
	  	Rights of Trustee	  	108
	 Section 7.03
	  	Individual Rights of Trustee	  	109
	 Section 7.04
	  	Trustee’s Disclaimer	  	109
	 Section 7.05
	  	Notice of Defaults	  	109
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	109
	 Section 7.07
	  	Compensation and Indemnity	  	110
	 Section 7.08
	  	Replacement of Trustee	  	110
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	111
	 Section 7.10
	  	Eligibility; Disqualification	  	111
	 Section 7.11
	  	Preferential Collection of Claims Against Issuer	  	112
		
	 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	112
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	112
	 Section 8.02
	  	Legal Defeasance and Discharge	  	112
	 Section 8.03
	  	Covenant Defeasance	  	112
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	113
	 Section 8.05
	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	114
	 Section 8.06
	  	Repayment to Issuer	  	115
	 Section 8.07
	  	Reinstatement	  	115

  

 ii 









					
		
	 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
	  	115
			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	115
	 Section 9.02
	  	With Consent of Holders of Notes	  	117
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	118
	 Section 9.04
	  	Revocation and Effect of Consents	  	119
	 Section 9.05
	  	Notation on or Exchange of Notes	  	119
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	119
		
	 ARTICLE 10 GUARANTEES
	  	120
			
	 Section 10.01
	  	Guarantee	  	120
	 Section 10.02
	  	Limitation on Guarantor Liability	  	121
	 Section 10.03
	  	Execution and Delivery	  	122
	 Section 10.04
	  	Subrogation	  	122
	 Section 10.05
	  	Benefits Acknowledged	  	122
	 Section 10.06
	  	Release of Guarantees	  	122
		
	 ARTICLE 11 COLLATERAL AND SECURITY
	  	123
			
	 Section 11.01
	  	The Collateral	  	123
	 Section 11.02
	  	Further Assurances	  	124
	 Section 11.03
	  	Impairment of Security Interest	  	124
	 Section 11.04
	  	After-Acquired Property	  	125
	 Section 11.05
	  	Real Estate Mortgages and Filings	  	125
	 Section 11.06
	  	Release of Liens on the Collateral	  	126
	 Section 11.07
	  	Authorization of Actions to be Taken by the Trustee or the Collateral Agent under the Security Documents	  	128
	 Section 11.08
	  	Intercreditor Arrangements	  	129
		
	 ARTICLE 12 SATISFACTION AND DISCHARGE
	  	130
			
	 Section 12.01
	  	Satisfaction and Discharge	  	130
	 Section 12.02
	  	Application of Trust Money	  	131
		
	 ARTICLE 13 MISCELLANEOUS
	  	131
			
	 Section 13.01
	  	Trust Indenture Act Controls	  	131
	 Section 13.02
	  	Notices	  	132
	 Section 13.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	133
	 Section 13.04
	  	Certificate and Opinion as to Conditions Precedent	  	133
	 Section 13.05
	  	Statements Required in Certificate or Opinion	  	133
	 Section 13.06
	  	Rules by Trustee and Agents	  	134
	 Section 13.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	134
	 Section 13.08
	  	Governing Law	  	134
	 Section 13.09
	  	Waiver of Jury Trial	  	134
	 Section 13.10
	  	Force Majeure	  	134
	 Section 13.11
	  	No Adverse Interpretation of Other Agreements	  	134
	 Section 13.12
	  	Successors	  	134
	 Section 13.13
	  	Severability	  	134
	 Section 13.14
	  	Counterpart Originals	  	135
	 Section 13.15
	  	Table of Contents, Headings, etc.	  	135
	 Section 13.16
	  	Qualification of Indenture	  	135
	 Section 13.17
	  	Ring-Fencing of Oncor	  	135

  

 iii 









			
	 SCHEDULES
	  	
		
	 Schedule 1
	  	MATERIAL REAL PROPERTY
		
	 EXHIBITS
	  	
		
	 Exhibit A
	  	FORM OF NOTE
	 Exhibit B
	  	FORM OF CERTIFICATE OF TRANSFER
	 Exhibit C
	  	FORM OF CERTIFICATE OF EXCHANGE
	 Exhibit D
	  	FORM OF SUPPLEMENTAL INDENTURE

  

 iv 








 INDENTURE dated as of October 6, 2010 among Texas Competitive Electric
Holdings Company LLC, a Delaware limited liability company, and TCEH Finance, Inc., a Delaware corporation (collectively, the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as
Trustee. 
 WITNESSETH 

WHEREAS, each of the Issuers has duly authorized the creation of an issue of $335,905,000 aggregate principal amount of
15% Senior Secured Second Lien Notes due 2021 (the “Initial Notes”); 
 WHEREAS, each of the
Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture; 
 NOW,
THEREFORE, each of the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 

ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend, the Private Placement Legend and the Tax Legend (if applicable) and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A. 
 “Acquired Indebtedness”
means, with respect to any specified Person, 
 (1) Indebtedness of any other Person existing at
the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted
Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any
asset acquired by such specified Person. 
 “Additional Interest” means all additional interest
then owing pursuant to the Registration Rights Agreement. 
 “Additional Notes” means
additional Notes (other than the Initial Notes and Exchange Notes issued in exchange for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01(d), 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes. 
 “Administrative Agent” means Citibank, N.A., as administrative agent under
the TCEH Senior Secured Facilities, and any successor thereto. 
 “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 







 “Agent” means any Registrar, co-registrar, Paying Agent, or
additional paying agent. 
 “Agent’s Message” means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the book-entry confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the Notes that such participants have received the Letter of
Transmittal and agree to be bound by the terms of the Letter of Transmittal and the Issuer may enforce such agreement against such participants. 

“After-Acquired Property” means assets or property acquired after the Issue Date, including any property
or assets acquired by TCEH or a Subsidiary Guarantor from a transfer from TCEH or a Subsidiary Guarantor, which, when acquired, constitutes “Collateral” as defined in the TCEH Senior Secured Facilities and the Security Documents, subject
to the provisions set forth therein. 
 “Applicable Premium” means, with respect to any Note on
any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of such Note; and

 (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the
redemption price of such Note at October 1, 2015 (such redemption price determined as set forth in the table appearing in Section 3.07(d) hereof), plus (ii) all required interest payments due on such Note through October 1, 2015
(excluding accrued and unpaid interest, if any, to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note. 

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 

“Asset Sale” means: 

(1) the sale, conveyance, transfer or other disposition (each referred to in this definition as a
“disposition”), whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of TCEH or any of its Restricted Subsidiaries; or 

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction
or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof); 

in each case, other than: 

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment
(including any such equipment that has been refurbished in contemplation of such disposition) in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business; 

 

 2 








 (b) the disposition of all or substantially all of the
assets of TCEH in a manner permitted pursuant to Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is
made, under Section 4.07 hereof; 
 (d) any disposition of assets or issuance or sale of
Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $75.0 million; 

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to TCEH or
by TCEH or a Restricted Subsidiary to another Restricted Subsidiary; provided, however, to the extent such transfer involves Collateral or any part thereof, the transferee shall (i) in the case of a disposition to a Restricted Subsidiary
other than a Subsidiary Guarantor, enter into a supplemental indenture to this Indenture providing for a Guarantee of the Notes by such Restricted Subsidiary, and (ii) execute a joinder agreement to the Security Documents or enter into a
substantially similar intercreditor agreement immediately upon consummation of such transaction in accordance with the requirements of the Security Documents to pledge such transferred Collateral for the benefit of the Holders of the Notes;

 (f) except in the case of a disposition of Collateral, to the extent allowable under
Section 1031 of the Code or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of
business; 
 (h) any disposition of Equity Interests in, or Indebtedness or other securities of,
an Unrestricted Subsidiary; 
 (i) foreclosures on assets not constituting Collateral;

 (j) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility for the benefit of TCEH or any of its Restricted Subsidiaries; 
 (k) any
financing transaction with respect to property built or acquired by TCEH or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; 

(l) [Intentionally Omitted]; 

(m) except in the case of a disposition of Collateral, sales, transfers and other dispositions (i) of
Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements or (ii) to
joint ventures in connection with the dissolution or termination of a joint venture to the extent required pursuant to joint venture and similar arrangements; 

(n) [Intentionally Omitted]; 
  


 3 








 (o) [Intentionally Omitted]; 

(p) [Intentionally Omitted]; 

(q) any Casualty Event; provided the net proceeds therefrom are deemed to be Net Proceeds and are
applied in accordance with Section 4.10 hereof or TCEH or such Restricted Subsidiary delivers to the Trustee a Restoration Certificate with respect to plans to invest (and reinvests within 450 days from the date of receipt of the Net Proceeds);

 (r) the execution of (or amendment to), settlement of or unwinding of any Hedging Obligation
in the ordinary course of business; 
 (s) any disposition of mineral rights (other than coal and
lignite mineral rights); provided the net proceeds therefrom are deemed to be Net Proceeds and are applied in accordance with Section 4.10 hereof; 

(t) any sale, transfer or other disposal of any real property that is (i) primarily used or intended
to be used for mining which has either been reclaimed, or has not been used for mining in a manner which requires reclamation, and in either case has been determined by TCEH not to be necessary for use for mining, (ii) used as buffer land, but
no longer serves such purpose or its use is restricted such that it will continue to be buffer land, or (iii) was acquired in connection with power generation facilities, but has been determined by TCEH to no longer be commercially suitable for
such purpose; 
 (u) [Intentionally Omitted]; 

(v) dispositions of power, capacity, heat rate, renewable energy credits, waste by-products, energy,
electricity, coal and lignite, oil and other petroleum based liquids, emissions and other environmental credits, ancillary services, fuel (including all forms of nuclear fuel and natural gas) and other related assets or products of services,
including assets related to trading activities or the sale of inventory or contracts related to any of the foregoing, in each case in the ordinary course of business; 

(w) [Intentionally Omitted]; 

(x) any disposition of assets in connection with salvage activities, provided the net proceeds
therefrom are deemed to be Net Proceeds and are applied in accordance with Section 4.10 hereof; and 

(y) any sale, transfer or other disposition of any assets required by any Government Authority;
provided the net proceeds therefrom are deemed to be Net Proceeds and are applied in accordance with Section 4.10 hereof. 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief
of debtors. 
  

 4 








 “Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board; 
 (2) with respect to a partnership, the Board of
Directors of the general partner of the partnership; 
 (3) with respect to a limited liability
company, the managing member or members or any controlling committee of managing members thereof; and 

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

 “broker-dealer” has the meaning set forth in the Registration Rights Agreement. 

“Bundled Payment” means an amount paid or payable by an obligor to TCEH or a Subsidiary Guarantor
pursuant to a bundled bill, which amount includes both (a) Excluded Assets under clause (1) or clause (3) (or both) of the definition of “Excluded Assets” and (b) other amounts. 

“Bundled Payment Amount” means amounts paid or payable to TCEH or any Subsidiary Guarantor and described
in clause (b) of the definition of “Bundled Payment”. 
 “Business Day” means
each day which is not a Legal Holiday. 
 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a
partnership or limited liability company, partnership or membership interests (whether general or limited); and 

(4) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person. 
 “Capital Lease”
means, as applied to TCEH and its Restricted Subsidiaries, any lease of any property (whether real, personal or mixed) by TCEH or any Restricted Subsidiary as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital
lease on the balance sheet of TCEH. 
 “Capitalized Lease Obligation” means, at the time any
determination thereof is to be made, the amount of the liability in respect of a Capital Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with
GAAP; provided that any obligations existing on the Issue Date (i) that were not included on the balance sheet of TCEH as capital lease obligations and (ii) that are subsequently recharacterized as capital lease obligations due to a
change in accounting treatment shall for all purposes not be treated as Capitalized Lease Obligations. 
  

 5 








 “Capitalized Software Expenditures” means, for any period,
the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 

“Cash Equivalents” means: 

(1) United States dollars; 

(2) euros or any national currency of any participating member state of the EMU or such local currencies
held by TCEH and its Restricted Subsidiaries from time to time in the ordinary course of business; 

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S.
government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities, unless such securities are deposited to defease Indebtedness,
of 24 months or less from the date of acquisition; 
 (4) certificates of deposit, time deposits
and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and
surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

(5) repurchase obligations for underlying securities of the types described in clauses (3) and
(4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case
maturing within 24 months after the date of creation thereof; 
 (7) marketable short-term money
market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency)
and in each case maturing within 24 months after the date of creation thereof; 
 (8)
investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above; 

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United
States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; 

(10) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or
higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 
  

 6 








 (11) Investments with average maturities of 24 months or
less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s. 

(12) Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other
than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the
receipt of such amounts. 
 “Casualty Event” means any taking under power of eminent domain or
similar proceeding and any insured loss; provided that any such taking or similar proceeding or insured loss that results in Net Proceeds of less than $75.0 million shall not be deemed a Casualty Event. 

“Change of Control” means the occurrence of any of the following: 

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all
of the assets of the Parent Guarantor or TCEH and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder, other than any foreclosure on the Collateral; 

(2) TCEH becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the
Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision), other than the Permitted Holders, in a single transaction or in a related series of
transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of
the Voting Stock of TCEH or any of its direct or indirect parent companies; or 
 (3) at any
time, EFH Corp. ceases to own directly or indirectly beneficially and of record at least a majority of the total voting power of the voting stock of TCEH. 

“Clearstream” means Clearstream Banking, Société Anonyme, and its successors. 

“Closing Date” means October 10, 2007. 

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto. 

“Collateral” means substantially all of the tangible and intangible assets of TCEH and the Subsidiary
Guarantors (whether now owned or hereafter acquired) that secure the First Lien Obligations, in which Liens are, from time to time, purported to be granted to secure the Notes and the Subsidiary Guarantees pursuant to the Security Documents.

 “Collateral Agent” means The Bank of New York Mellon Trust Company, N.A., in its capacity as
Collateral Agent under the Intercreditor Agreement, together with its successors in such capacity. 

“Collateral Posting Facility” means any senior cash posting credit facility, the size of which is capped
by the mark-to-market loss, inclusive of any unpaid settlement amounts, of TCEH and its subsidiaries on a hypothetical portfolio of commodity swaps, forwards and futures transactions that correspond to or replicate all or a portion of actual
transactions by TCEH and its subsidiaries that are outstanding on, or entered into from time to time on or after, the Closing Date. 
  

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 “Commercial Tort Claim” has the meaning set forth in the
UCC. 
 “Conduit Purchase Agreement” means the Fourth Amended and Restated Trade Receivables
Purchase and Sale Agreement, dated as of August 4, 2003, as amended, among TXU Receivables Company, as seller, TXU Business Services Company, as collection agent, the purchasers party thereto, the managing agents party thereto, and the
administrative agent named therein. 
 “Consolidated Depreciation and Amortization Expense”
means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, nuclear fuel costs, depletion of coal or lignite reserves, debt issuance costs,
commissions, fees and expenses and Capitalized Software Expenditures, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication,
the sum of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all
commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptances or any Collateral Posting Facility or similar facilities, (c) non-cash interest payments (but excluding any non-cash interest
expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any,
pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding, (u) accretion of asset retirement obligations and accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense
resulting from the discounting of the Existing Notes or other Indebtedness in connection with the application of purchase accounting, (w) any Additional Interest and any comparable “additional interest” imposed in connection with
failure to register any other securities, (x) amortization of reacquired Indebtedness, deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and
(z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus  

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued; less 
 (3) interest income of such Person and its Restricted
Subsidiaries for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

 

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 “Consolidated Net Income” means, with respect to any Person
for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication, 

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and
expenses relating thereto) or expenses (including Transaction fees and expenses to the extent incurred on or prior to December 31, 2008), severance, relocation costs, consolidation and closing costs, integration and facilities opening costs,
business optimization costs, transition costs, restructuring costs, signing, retention or completion bonuses, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded; 

(2) the cumulative effect of a change in accounting principles during such period shall be excluded;

 (3) any after-tax effect of income (loss) from disposed, abandoned or discontinued operations
and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded; 

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to
asset dispositions or abandonments other than in the ordinary course of business, as determined in good faith by TCEH, shall be excluded; 

(5) the Net Income for such period of any Person that is (a) not a Subsidiary, (b) an
Unrestricted Subsidiary or (c) is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of TCEH shall be increased by the amount of dividends or distributions or other payments that
are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; 

(6) solely for the purpose of determining the amount available for Restricted Payments under
Section 4.07(a)(3)(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally
waived; provided that Consolidated Net Income of TCEH will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to TCEH or a
Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; 

(7) effects of all adjustments (including the effects of such adjustments pushed down to TCEH and its
Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off
of any amounts thereof, net of taxes, shall be excluded; 
 (8) any net after-tax effect of
income (loss) attributable to the early extinguishment of Indebtedness (other than Hedging Obligations) shall be excluded; 

(9) any impairment charge or asset write-off, including, without limitation, impairment charges or asset
write-offs related to intangible assets, long-lived assets or investments in debt and equity securities, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded; 

 

 9 








 (10) any non-cash compensation expense recorded from grants
of stock appreciation or similar rights, stock options, restricted stock or other rights, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of TCEH or any of its direct or indirect parent
companies in connection with the Transactions, shall be excluded; 
 (11) any fees and expenses
incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or
modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period
as a result of any such transaction shall be excluded; 
 (12) accruals and reserves that are
established or adjusted within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting policies, shall be
excluded; 
 (13) to the extent covered by insurance and actually reimbursed, or, so long as TCEH
has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and
(b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption
shall be excluded; 
 (14) any net after-tax effect of unrealized income (loss) attributable to
Hedging Obligations or other derivative instruments shall be excluded; and 
 (15) any benefit
from any fair market value of any contract as recorded on the balance sheet at the time of the Transactions shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (a)(3)(d)
thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by TCEH and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments
from TCEH and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by TCEH or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or
dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(a)(3)(d) hereof. 

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of
(x) Consolidated Secured Indebtedness computed as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made
shall occur to (y) the aggregate amount of EBITDA of TCEH for the period of the most recently ended four full consecutive fiscal quarters for which internal financial statements are available immediately preceding the date on which such event
for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Secured Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of “Fixed Charge Coverage Ratio.” 
  

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 “Consolidated Secured Indebtedness” means Consolidated
Total Indebtedness secured by a Lien on any assets of TCEH or any of its Restricted Subsidiaries. 

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to
(1) the aggregate amount of all outstanding Indebtedness of TCEH and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, debt obligations evidenced by promissory notes and similar instruments,
letters of credit (only to the extent of any unreimbursed drawings thereunder) and Obligations in respect of Capitalized Lease Obligations, plus (2) the aggregate amount of all outstanding Disqualified Stock of TCEH and all Disqualified Stock
and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed
repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less (3) the aggregate amount of all Unrestricted Cash and less (4) all Deposit L/C Loans and Incremental Deposit L/C Loans outstanding on such
date of determination. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined, and if such price is based upon, or measured by, the fair
market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by TCEH. 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing
any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, 
 (1) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, 
 (2) to
advance or supply funds 
 (a) for the purchase or payment of any such primary obligation, or

 (b) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, or 
 (3) to purchase property,
securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Copyright Security Agreement” means the Second Lien Copyright Security Agreement, dated as of the date
hereof, among Generation SVC Company and the Collateral Agent, as amended or supplemented from time to time. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 13.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer. 
  

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 “Covered Commodity” means any energy, electricity,
generation capacity, power, heat rate, congestion, natural gas, nuclear fuel (including enrichment and conversion), diesel fuel, fuel oil, other petroleum-based liquids, coal, lignite, weather, emissions and other environmental credits, waste
by-products, renewable energy credit, or any other energy related commodity or service (including ancillary services and related risks (such as location basis)). 

“Credit Facilities” means, with respect to TCEH or any of its Restricted Subsidiaries, one or more debt
facilities, including the TCEH Senior Secured Facilities or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other
long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings
thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or
refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted
Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor
entity thereto. 
 “Default” means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto. 
 “Deposit L/C
Loan” means Deposit L/C Loans under, and as defined in, the TCEH Senior Secured Facilities. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by
TCEH or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial
officer of TCEH, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 

“Designated Preferred Stock” means Preferred Stock of TCEH or any parent corporation thereof (in each
case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by TCEH or any of its Subsidiaries) and is so designated as Designated Preferred Stock,
pursuant to an Officer’s Certificate executed by the principal financial officer of TCEH or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in clause (3) of Section 4.07(a) hereof. 
  

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 “Disqualified Stock” means, with respect to any Person, any
Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as
a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in
each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees
of TCEH or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by TCEH or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations. 
 “EBITDA” means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period: 
 (1) increased (without duplication)
by: 
 (a) provision for taxes based on income or profits or capital gains, including, without
limitation, foreign, federal, state, franchise, excise, value-added and similar taxes and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) of such Person paid or accrued during such
period, deducted (and not added back) in computing Consolidated Net Income; plus 
 (b)
Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with
financing activities, in each case, to the extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (1) (u), (v), (w), (x), (y) and (z) of the
definition thereof, and, in each such case, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus  

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the
same was deducted (and not added back) in computing Consolidated Net Income; plus  
 (d)
any fees, expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by such
Person and its Restricted Subsidiaries, by this Indenture (including a refinancing transaction or amendment or other modification of any debt instrument) (whether or not successful), including (i) such fees, expenses or charges relating to the
offering of the Notes, the offerings of any Additional Notes, Exchange Notes and Existing Notes, the TCEH Senior Secured Facilities, the TCEH Senior Interim Facility and any Receivables Facility, (ii) any amendment or other modification of the
Notes, (iii) any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed, and (iv) any charges or non-recurring merger costs as a result of any such transaction, in each case, deducted
(and not added back) in computing Consolidated Net Income; plus  
  

 13 








 (e) the amount of any restructuring charge or reserve
deducted (and not added back) in such period in computing Consolidated Net Income, including any costs incurred in connection with acquisitions after the Closing Date, costs related to the closure and/or consolidation of facilities; plus

 (f) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated
Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to
such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus  

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority
equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus  

(h) the amount of management, monitoring, consulting and advisory fees and related indemnities and
expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof and deducted (and not added back) in calculating Consolidated Net Income; plus  

(i) the amount of net cost savings projected by TCEH in good faith to be realized as a result of specified
actions taken or to be taken prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period and added to EBITDA until fully realized), net of the amount of
actual benefits realized during such period from such actions; provided that (w) such cost savings are reasonably identifiable and factually supportable, (x) such actions have been taken or are to be taken within 12 months after the
date of determination to take such action and some portion of the benefit is expected to be realized within 12 months of taking such action, (y) no cost savings shall be added pursuant to this clause (i) to the extent duplicative of any
expenses or charges relating to such cost savings that are included in clause (e) above with respect to such period and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $150.0 million
for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus  

(j) the amount of loss on sales of receivables and related assets to the Receivables Subsidiary in
connection with a Receivables Facility deducted (and not added back) in calculating Consolidated Net Income; plus 

(k) any costs or expense incurred by TCEH or a Restricted Subsidiary pursuant to any management equity
plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of TCEH or
net cash proceeds of an issuance of Equity Interests (other than Disqualified Stock) of TCEH (or any direct or indirect parent thereof) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3)
of Section 4.07(a); plus  
  

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 (l) Expenses Relating to a Unit Outage; provided that
the only Expenses Relating to a Unit Outage that may be included in EBITDA shall be, without duplication, (i) up to $250.0 million per fiscal year of Expenses Relating to a Unit Outage incurred within the first 12 months after any planned
or unplanned outage of any Unit by reason of any action by any regulatory body or other Government Authority or to comply with any applicable law, and (ii) up to $100.0 million per fiscal year of Expenses Relating to a Unit Outage incurred
within the first 12 months after any planned outage of any Unit for purposes of expanding or upgrading such Unit; plus 

(m) cash receipts (or any netting arrangements resulting in increased cash receipts) not added in arriving
at EBITDA or Consolidated Net Income in any period to the extent the non-cash gains relating to such receipts were deducted in the calculation of EBITDA pursuant to paragraph (2) below for any previous period and not added; and 

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such
Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, (b) cash expenditures (or any netting arrangements
resulting in increased cash expenditures) not deducted in arriving at EBITDA or Consolidated Net Income in any period to the extent non-cash losses relating to such expenditures were added in the calculation of EBITDA pursuant to paragraph (1)
above for any previous period and not deducted, and (c) the amount of any minority interest income consisting of Subsidiary losses attributable to minority equity interests of third parties in a non-Wholly Owned Subsidiary to the extent such
minority interest income is included in Consolidated Net Income. 
 “EFH Corp.” means Energy
Future Holdings Corp. 
 “EFH Corp. Notes” means: (i) the 10.875% Senior Notes due 2017
and the 11.250%/12.000% Senior Toggle Notes due 2017 issued by EFH Corp. and any PIK notes issued (or increase in principal amount) as payment of interest thereon; (ii) the 9.75% Senior Secured Notes due 2019 issued by EFH Corp.; and
(iii) the 10.000% Senior Secured Notes due 2020 issued by EFH Corp. 
 “EFH Senior Interim
Facility” means the senior interim loan agreement dated as of the Closing Date by and among EFH Corp., as borrower, the lenders party thereto in their capacities as lenders thereunder and Morgan Stanley Senior Funding, Inc., as
Administrative Agent, including any guarantee instruments and agreements executed in connection therewith and any amendments, supplements, modifications or restatements thereof. 

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union. 

“Environmental CapEx Debt” means Indebtedness of TCEH or any of its Restricted Subsidiaries incurred for
the purpose of financing Environmental Capital Expenditures. 
 “Environmental Capital
Expenditures” means capital expenditures deemed necessary by TCEH or its Restricted Subsidiaries to comply with, or in anticipation of having to comply with, Environmental Law or otherwise undertaken voluntarily by TCEH or any of its
Restricted Subsidiaries in connection with environmental matters. 
  

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 “Environmental Law” means any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any applicable judicial or administrative interpretation thereof, including any applicable judicial
or administrative order, consent decree or judgment, relating to the environment, human health or safety or Hazardous Materials. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital
Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 

“Equity Offering” means any public or private sale of common stock or Preferred Stock of TCEH or any of
its direct or indirect parent companies (excluding Disqualified Stock), other than: 
 (1) public
offerings with respect to TCEH’s or any direct or indirect parent company’s common stock registered on Form S-8; 

(2) issuances to the Issuer or any Subsidiary of TCEH; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“ERCOT” means the Electric Reliability Council of Texas or any entity approved to perform the functions
of an independent system operator within the power region that includes approximately 80% of the electric transmission within the State of Texas. 

“euro” means the single currency of participating member states of the EMU. 

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder. 
 “Exchange Agreement” means the Exchange Agreement, dated
September 29, 2010, among the Issuer, the Guarantors party thereto and the Holders (as defined therein). 

“Exchange Notes” means any notes issued in exchange for the Notes pursuant to the Registration Rights
Agreement or similar agreement. 
 “Exchange Offer” has the meaning set forth in the
Registration Rights Agreement. 
 “Exchange Registration Statement” has the meaning set forth
in the Registration Rights Agreement. 
 “Excluded Assets” include: 

(1) Receivables Facility Assets; 

(2) collections or proceeds of Receivables Facility Assets, while such collections or proceeds are in a
lockbox, collateral account or similar account established pursuant to a Permitted Receivables Financing to receive collections of Receivables Facility Assets or are in an account subject to an intercreditor agreement related to Transition Charges
or Transition Property; 
  

 16 








 (3) amounts payable to TCEH or any Subsidiary Guarantor
which are collected on behalf of other Persons, including Transition Property and Transition Charges, and any customer deposits related to the foregoing; 

(4) any Bundled Payment Amounts, while such Bundled Payment Amounts are in a lockbox, collateral account
or similar account established pursuant to a Permitted Receivables Financing to receive collections of Receivables Facility Assets or are in an account subject to an intercreditor agreement related to Transition Charges or Transition Property;

 (5) motor vehicles and other assets subject to certificates of title; 

(6) Letter-of-Credit Rights; 

(7) Commercial Tort Claims; 

(8) Excluded Lease Rights; 

(9) assets specifically requiring perfection through control agreements; 

(10) property or assets subject to Capital Leases and purchase money obligations to the extent subject to
a Lien, in each case permitted by this Indenture, and the terms of the Indebtedness secured by such Lien prohibit assignment of, or granting of a security interest in, TCEH’s or such Subsidiary Guarantor’s rights and interests therein
(other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law),
provided, that immediately upon the repayment of all Indebtedness secured by such Lien, TCEH or such Subsidiary Guarantor shall be deemed to have granted a security interest in all the rights and interests with respect to such property or assets;

 (11) all interests in real property except for Material Real Property; 

(12) any assets to the extent (and only to the extent) that the grant of a security interest therein would
violate any requirement of law applicable to such Collateral; and 
 (13) any assets which do not
secure any Obligations under the TCEH Senior Secured Facilities (other than assets which no longer secure Obligations under the TCEH Senior Secured Facilities because of a discharge or payment of such TCEH Senior Secured Facilities). 

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by
TCEH after the Closing Date from: 
 (1) contributions to its common equity capital; and

 (2) the sale (other than to a Subsidiary of TCEH or to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement of the Issuer or TCEH) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of TCEH, 

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate (delivered under this Indenture or the
indenture pursuant to which any Existing Notes or any Existing EFH Corp. Notes were issued) executed by the principal financial officer of TCEH on the date such capital contributions are or were made or the date such Equity Interests are or were
sold, as the case may be, which are excluded from the calculation set forth in Section 4.07(a)(3) hereof. 
  

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 “Excluded Lease Rights” means any Operating Lease Rights to
the extent that, pursuant to the terms of an Operating Lease, the granting of a security interest or Lien in such Operating Lease Rights (1) would be prohibited without the consent by any other party thereto (other than TCEH or any Subsidiary
Guarantor), unless all such consents have been obtained, or (2) would represent a breach or default thereunder or give any other party thereto (other than TCEH or any Subsidiary Guarantor) the right to terminate its obligations or the rights of
TCEH or any Subsidiary Guarantor thereunder with or without the lapse of time, the giving of notice, or both (other than to the extent that any such prohibition, restriction or obligation referred to in clauses (1) and (2) would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to
obligate TCEH or such Subsidiary Guarantor to obtain such consent or comply with such obligations). 

“Existing Notes” means: 
  


	 	•	 	 Existing Parent Guarantor Notes; 


  

	 	•	 	 TCEH’s 7.000% Senior Notes due 2013; 


  

	 	•	 	 TCEH’s 7.460% Fixed Secured Facility Bonds with amortizing payments to January 30, 2015; 



 

	 	•	 	 Issuer’s 10.25% Senior Notes due 2015; 


  

	 	•	 	 Issuer’s 10.25% Senior Notes due 2015, Series B; 



 

	 	•	 	 Issuer’s 10.25%/11.25% Senior Toggle Notes due 2016; 



Pollution Control Revenue Bonds—Brazos River Authority: 

 

	 	•	 	 5.400% Fixed Series 1994A due May 1, 2029; 


  

	 	•	 	 7.700% Fixed Series 1999A due April 1, 2033; 


  


	 	•	 	 6.750% Fixed Series 1999B due September 1, 2034, remarketing date April 1, 2013; 



 

	 	•	 	 7.700% Fixed Series 1999C due March 1, 2032; 


  


	 	•	 	 8.250% Fixed Series 2001A due October 1, 2030; 



 

	 	•	 	 5.750% Fixed Series 2001C due May 1, 2036, remarketing date November 1, 2011; 



 

	 	•	 	 8.250% Fixed Series 2001D-1 due May 1, 2033; 


  


	 	•	 	 Floating Series 2001D-2 due May 1, 2033; 


  

	 	•	 	 Floating Taxable Series 2001I due December 1, 2036; 



 

	 	•	 	 Floating Series 2002A due May 1, 2037; 


  

	 	•	 	 6.750% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013; 



 

	 	•	 	 6.300% Fixed Series 2003B due July 1, 2032; 


  

	 	•	 	 6.750% Fixed Series 2003C due October 1, 2038; 



 

	 	•	 	 5.400% Fixed Series 2003D due October 1, 2029, remarketing date October 1, 2014; 



 

	 	•	 	 5.000% Fixed Series 2006 due March 1, 2041; 



Pollution Control Revenue Bonds—Sabine River Authority of Texas: 

 

	 	•	 	 6.450% Fixed Series 2000A due June 1, 2021; 


  

	 	•	 	 5.500% Fixed Series 2001A due May 1, 2022, remarketing date November 1, 2011; 



 

	 	•	 	 5.750% Fixed Series 2001B due May 1, 2030, remarketing date November 1, 2011; 



 

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	 	•	 	 5.200% Fixed Series 2001C due May 1, 2028; 


  

	 	•	 	 5.800% Fixed Series 2003A due July 1, 2022; 


  

	 	•	 	 6.150% Fixed Series 2003B due August 1, 2022; and 



Pollution Control Revenue Bonds—Trinity River Authority of Texas: 

 

	 	•	 	 6.250% Fixed Series 2000A due May 1, 2028, 



in each case to the extent outstanding on the Issue Date. 

“Existing Notes Indentures” means each of the indentures or other documents containing the terms of the
Existing Notes. 
 “Existing Parent Guarantor Notes” means: 

 

	 	•	 	 Parent Guarantor’s Floating Rate Junior Subordinated Debentures, Series D due January 30, 2037; 



 

	 	•	 	 Parent Guarantor’s 8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037; 



 

	 	•	 	 Parent Guarantor’s 7.460% Fixed Secured Facility Bonds with amortizing payments to January 30, 2015; 



 

	 	•	 	 Parent Guarantor’s 9.580% Fixed Notes due in semi-annual installments to December 4, 2019; 



 

	 	•	 	 Parent Guarantor’s 8.254% Fixed Notes due in quarterly installments to December 31, 2021, 



in each case to the extent outstanding on the Issue Date. 

“Existing EFH Corp. Notes” means: 

 

	 	•	 	 EFH Corp. 5.550% Fixed Senior Notes Series P due November 15, 2014; 



 

	 	•	 	 EFH Corp. 6.500% Fixed Senior Notes Series Q due November 15, 2024; and 



 

	 	•	 	 EFH Corp. 6.550% Fixed Senior Notes Series R due November 15, 2034, 



in each case to the extent outstanding on the Issue Date. 

“Existing Securitization Documentation” means the Conduit Purchase Agreement, the Parallel Purchase
Commitment (as defined in the Conduit Purchase Agreement), the Receivables Contribution and Sale Agreement (as defined in the Conduit Purchase Agreement), and the other Transaction Documents (as defined in the Conduit Purchase Agreement), in each
case as amended, and as may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. 

“Expenses Relating to a Unit Outage” means any expenses or other charges as a result of any outage or
shut-down of any Unit, including any expenses or charges relating to (a) restarting any such Unit so that it may be placed back in service after such outage or shut-down, (b) purchases of power, natural gas or heat rate to meet commitments
to sell, or offset a short position in, power, natural gas or heat rate that would otherwise have been met or offset from production generated by such Unit during the period of such outage or shut-down, net of the expenses not in fact incurred
(including fuel and other operating expenses) that would have been incurred absent such outage or shut down and (c) starting up, operating, maintaining and shutting down any other Unit that would not otherwise have been operating

  

 19 








 
absent such outage or shut-down, including the fuel and other operating expenses to the extent in excess of the expenses not in fact incurred (including fuel and other operating costs) that would
have been incurred absent such outage or shut down, incurred to start-up, operate, maintain and shut-down such Unit and that are required during the period of time that the shut-down or outaged Unit is out of service in order to meet the commitments
of such shut-down or outaged Unit to sell, or offset a short position in, power, natural gas or heat rate. 

“First Lien Obligations” means Liens securing Obligations under the TCEH Senior Secured Facilities or
any other Obligations secured on a pari passu basis with such Obligations, in each case which is permitted by the provisions of this Indenture and the Intercreditor Agreement. 

“Fitch” means Fitch Ratings Ltd. and any successor to its rating agency business. 

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of
such Person for such period to the Fixed Charges of such Person for such period. In the event that TCEH or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred
under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as
if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the
computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by TCEH or any of its Restricted Subsidiaries during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.
If, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary or was merged with or into TCEH or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if
such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of TCEH. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of TCEH to be the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of

  

 20 








 
such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as TCEH may designate. 

“Fixed Charges” means, with respect to any Person for any period, the sum of: 

(1) Consolidated Interest Expense of such Person for such period; 

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any
series of Preferred Stock during such period; and 
 (3) all cash dividends or other
distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. 

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is
not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States which were in effect on the
Closing Date. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this Indenture. 
 “Global
Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of
Exhibit A hereto, and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(a), 2.06(b)(iii), 2.06(b)(iv),
2.06(d)(ii), 2.06(d)(iii) or 2.06(f) hereof. 
 “Government Authority” means any nation or
government, any state, province, territory or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation ERCOT.

 “Government Securities” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and
credit is pledged; or 
 (2) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for
the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. 

 

 21 








 “guarantee” means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

 “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this
Indenture and the Notes. 
 “Guarantor” means the Parent Guarantor and each Subsidiary
Guarantor. 
 “Hazardous Materials” means (a) any petroleum or petroleum products,
radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or
substances defined as or included in the definition of “hazardous substances,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants” or words of similar import, under any applicable
Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law. 

“Hedging Obligations” means with respect to any Person, the obligations of such Person under
(a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement and (c) physical or financial commodity contracts or agreements, power purchase or sale agreements, fuel purchase or sale agreements, environmental credit
purchase or sale agreements, power transmission agreements, commodity transportation agreements, fuel storage agreements, netting agreements (including Netting Agreements), capacity agreement and commercial or trading agreements, each with
respect to the purchase, sale, exchange of (or the option to purchase, sell or exchange), transmission, transportation, storage, distribution, processing, sale, lease or hedge of, any Covered Commodity, price or price indices for
any such Covered Commodity or services or any other similar derivative agreements, and any other similar agreements. 

“Holder” means the Person in whose name a Note is registered on the registrar’s books. 

“Incremental Deposit L/C Loans” means Incremental Deposit L/C Loans under, and as defined in, the TCEH
Senior Secured Facilities. 
  

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 “Indebtedness” means, with respect to any Person, without
duplication: 
 (1) any indebtedness (including principal and premium) of such Person, whether or
not contingent: 
 (a) in respect of borrowed money; 

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’
acceptances (or, without duplication, reimbursement agreements in respect thereof); 
 (c)
representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or 

(d) representing any Hedging Obligations; 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as
obligor, guarantor or otherwise on, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of
negotiable instruments for collection in the ordinary course of business; and 
 (3) to the
extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided
that the amount of Indebtedness of such first Person for purposes of this clause (3) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property
encumbered thereby as determined by such first Person in good faith; 
 provided, however, that notwithstanding
the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities or (c) amounts payable by TCEH and any
Restricted Subsidiary in connection with retail clawback or other regulatory transition issues. 

“Indenture” means this Indenture, as amended or supplemented from time to time. 

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to
Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of TCEH, qualified to perform the task for which it has been engaged. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a
Participant. 
 “Initial Notes” has the meaning set forth in the recitals hereto. 

 

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 “insolvency or liquidation proceeding” means: 

(1) any case commenced by or against the Issuer or any Guarantor under any Bankruptcy Law for the relief
of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Issuer or any Guarantor, any receivership or assignment for the benefit of creditors relating to the Issuer or
any Guarantor or any similar case or proceeding relative to the Issuer or any Guarantor or its creditors, as such, in each case whether or not voluntary; 

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating
to the Issuer or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the
Issuer or any Guarantor are determined and any payment or distribution is or may be made on account of such claims. 

“Intercompany Loan” means a senior, unsubordinated loan by TCEH or any of its Restricted Subsidiaries to
EFH Corp., with an interest rate commensurate with an arm’s length relationship, guaranteed by any Subsidiary of EFH Corp. that has guaranteed any Indebtedness of EFH Corp. 

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, among the
Issuer, Parent Guarantor, the Subsidiary Guarantors, the Collateral Agent and the Administrative Agent, as amended or supplemented from time to time. 

“Interest Payment Date” means January 1, April 1, July 1 and October 1 of
each year to Stated Maturity. 
 “Investment Grade Rating” means a rating equal to or higher
than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities or debt
instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among TCEH (or any of its direct or indirect parent companies) and its (or their) Subsidiaries; 

(3) investments in any fund that invests exclusively in investments of the type described in
clauses (1) and (2) of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and 

(4) corresponding instruments in countries other than the United States customarily utilized for high
quality investments. 
 “Investments” means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commissions, travel and similar advances to
officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by
GAAP to be classified on the balance sheet (excluding the footnotes) of TCEH in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. 

 

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 For purposes of the definition of “Unrestricted Subsidiary” and
Section 4.07 hereof: 
 (1) “Investments” shall include the portion (proportionate
to TCEH’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of TCEH at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, TCEH shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 

(a) TCEH’s “Investment” in such Subsidiary at the time of such redesignation; less 

 (b) the portion (proportionate to TCEH’s equity interest in such Subsidiary) of the fair
market value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2)
any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by TCEH. 

“Investors” means Kohlberg Kravis Roberts & Co. L.P., TPG Capital, L.P., J.P. Morgan Ventures
Corporation, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and LB I Group, Inc. and each of their respective Affiliates but not including, however, any portfolio companies of any of the
foregoing. 
 “Issue Date” means the first date on which any Notes are issued pursuant to this
Indenture. 
 “Issuer” has the meaning set forth in the recitals hereto; provided that
when used in the context of determining the fair market value of an asset or liability under this Indenture, “Issuer” shall be deemed to mean the Board of Directors of the Issuer when the fair market value is equal to or in excess of
$500.0 million (unless otherwise expressly stated). 
 “Legal Holiday” means a Saturday, a
Sunday or a day on which commercial banking institutions are not required to be open in the State of New York. 

“Letter-of-Credit Rights” has the meaning set forth in the UCC. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all
Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien”
means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 

 

 25 








 “Material Real Property” means the real estate owned or
leased by TCEH or any Subsidiary Guarantor (1) on the Issue Date which is listed in Schedule 1 hereto and (2) acquired after the Issue Date which the TCEH Senior Secured Credit Facilities require to be mortgaged in favor of the
First Lien Obligations. 
 “Moody’s” means Moody’s Investors Service, Inc. and any
successor to its rating agency business. 
 “Mortgages” means the mortgages, deeds of trust,
deeds to secure indebtedness or other similar documents securing Liens on the Premises, as well as the other Collateral secured by and described in the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents. 

“Necessary CapEx Debt” means Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred
for the purpose of financing Necessary Capital Expenditures. 
 “Necessary Capital
Expenditures” means capital expenditures by the Issuer and its Restricted Subsidiaries that are required by applicable law (other than Environmental Law) or otherwise undertaken voluntarily for health and safety reasons (other than as
required by Environmental Law). The term “Necessary Capital Expenditures” does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility. 

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net
Proceeds” means the aggregate cash proceeds and Cash Equivalents received by TCEH or any of its Restricted Subsidiaries in respect of any Asset Sale (including a Casualty Event), including any cash and Cash Equivalents received upon the
sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale (including a Casualty Event), net of the direct costs relating to such Asset Sale (including a Casualty Event) and the sale or disposition of such
Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied using proceeds from Asset Sales (other than Asset Sales of Collateral) to the repayment of principal, premium, if any, and interest on
other Senior Indebtedness required (other than required by Section 4.10(b)(1) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by TCEH or any of its Restricted Subsidiaries as a reserve
in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by TCEH or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

“Netting Agreement” means a netting agreement, master netting agreement or other similar document having
the same effect as a netting agreement or master netting agreement and, as applicable, any collateral annex, security agreement or other similar document related to any master netting agreement or Permitted Contract. 

“Non-U.S. Person” means a Person who is not a U.S. Person. 

“Notes” means the Initial Notes (including any Exchange Notes issued in exchange therefor), and more
particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under this Indenture (including any Exchange
Notes issued in exchange thereof). The Notes and Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, except as set forth herein. 

 

 26 








 “Obligations” means any principal, interest (including any
interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state,
federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of
such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or other Person, as the case may be. 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the
Issuer or on behalf of another Person by an Officer of such Person, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer or such other Person, as applicable,
that meets the requirements of Section 13.05 hereof. 
 “Oncor Electric Delivery
Facility” means the revolving credit agreement entered into as of the Closing Date by and among Oncor Electric Delivery, as borrower, the lenders party thereto in their capacities as lenders thereunder and JPMorgan Chase Bank, N.A.,
as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings
thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof. 

“Oncor Holdings” means Oncor Electric Delivery Holdings Company LLC. 

“Oncor Subsidiaries” means the Subsidiaries of Energy Future Intermediate Holding Company LLC, including
Oncor Holdings and its Subsidiaries. 
 “Operating Lease” means any lease of any property
(whether real, personal or mixed) by TCEH or any Subsidiary Guarantor as lessee that does not constitute a Capital Lease with respect to TCEH or such Subsidiary Guarantor. 

“Operating Lease Rights” means any property, rights or interests of TCEH or any Subsidiary Guarantor as
lessee pursuant to an Operating Lease. 
 “Opinion of Counsel” means a written opinion from
legal counsel who is acceptable to the Trustee that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Issuer or the Trustee. 

“Pari Passu Secured Indebtedness” means any Indebtedness of the Issuer or any Subsidiary Guarantor that
ranks pari passu in right of payment with the Notes or the relevant Subsidiary Guarantee and is secured by a Lien on the Collateral that has the same priority as the Lien securing the Notes, which the Issuer will designate as such pursuant to the
terms of the Security Documents. 
  

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 “Parent Guarantor” means Energy Future Competitive Holdings
Company. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Participating Receivables Grantor” means TCEH or any Restricted Subsidiary that is or that becomes a
participant or originator in a Permitted Receivables Financing. 
 “Permitted Asset Swap” means
the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between TCEH or any of its Restricted Subsidiaries and another Person; provided, that any cash or
Cash Equivalents received must be applied in accordance with Section 4.10 hereof; and provided, further, that if such Permitted Asset Swap results in the disposition of any Collateral, TCEH or such Restricted Subsidiary shall
grant a Lien over any assets or Investments received to secure the Notes and the Subsidiary Guarantees, and any First Lien Obligations and Pari Passu Secured Indebtedness, as Collateral to the extent required by the TCEH Senior Secured Facilities
and the Security Documents. 
 “Permitted Holders” means each of the Investors, members of
management (including directors) of EFH Corp. or its Subsidiaries who on the Closing Date were or at any time prior to the first anniversary of the Closing Date were holders of Equity Interests of TCEH (or any of its direct or indirect parent
companies) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without
giving effect to the existence of such group or any other group, such Investors and members of management collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of TCEH or any of its direct or indirect
parent companies. 
 “Permitted Investments” means: 

(1) any Investment in TCEH or any of its Restricted Subsidiaries; 

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities; 

(3) any Investment by TCEH or any of its Restricted Subsidiaries in a Person that is engaged in a Similar
Business if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary;
or 
 (b) such Person, in one transaction or a series of related transactions, is merged or
consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, TCEH or a Restricted Subsidiary, 

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such
Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any
Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.10 hereof or any other disposition of assets not
constituting an Asset Sale; 
  

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 (5) any Investment existing on the Issue Date; 

(6) any Investment acquired by TCEH or any of its Restricted Subsidiaries: 

(a) in exchange for any other Investment or accounts receivable held by TCEH or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or 

(b) as a result of a foreclosure by TCEH or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in default; 
 (7)
Hedging Obligations permitted under Section 4.09(b)(10) hereof; 
 (8) any Investment in a
Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 3.5% of Total Assets at the time of such Investment (with the
fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of
TCEH or any of its direct or indirect parent companies; provided, however, that such Equity Interests shall not increase the amount available for Restricted Payments under Section 4.07(a)(3) hereof; 

(10) guarantees of Indebtedness of TCEH or any of its Restricted Subsidiaries permitted under
Section 4.09 hereof; 
 (11) any transaction to the extent it constitutes an Investment that
is permitted and made in accordance with Section 4.11(b) hereof (except transactions described in Sections 4.11(b)(2), (5) and (9) hereof); 

(12) Investments consisting of purchases and acquisitions of inventory, fuel (including all forms of
nuclear fuel), supplies, material or equipment; 
 (13) additional Investments having an
aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not
consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

 (14) Investments relating to a Receivables Subsidiary that, in the good faith determination of
TCEH, are necessary or advisable to effect any Receivables Facility for the benefit of TCEH or any of its Restricted Subsidiaries; 

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $25.0 million
outstanding at any one time, in the aggregate; 
  

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 (16) loans and advances to officers, directors and employees
for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or
any direct or indirect parent company thereof; 
 (17) any Investment in any Subsidiary or any
joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; 

(18) any loans to, letters of credit issued on behalf of, EFH Corp. or any of its Restricted Subsidiaries
under the EFH Corp. Notes, and any refinancings thereof, for working capital purposes, in each case made in the ordinary course of business and consistent with past practices; 

(19) any Investment in Shell Wind or in other wind or other renewable energy projects or in any nuclear
power or energy joint venture in an aggregate amount not to exceed $1,500.0 million at any time outstanding; 

(20) one or more letters of credit in an aggregate amount not to exceed $170.0 million posted by a
Restricted Subsidiary in favor of an Oncor Subsidiary to secure that Restricted Subsidiary’s contractual obligations to that Oncor Subsidiary; and 

(21) Investments in any nuclear power or energy joint venture in an aggregate amount not to exceed $200.0
million prior to receiving the requisite combined construction and operating license from the U.S. Nuclear Regulatory Commission in respect thereof. 

“Permitted Liens” means, with respect to any Person: 

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws
or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person
or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of
business (including in connection with the construction or restoration of facilities for the generation, transmission or distribution of electricity) or otherwise constituting Permitted Investments; 

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each
case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than
30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance
with GAAP; 
  

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 (4) Liens in favor of issuers of performance and surety
bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(5) minor survey or title exceptions or irregularities, minor encumbrances, easements or reservations of,
or rights of others for, licenses, permits, conditions, covenants, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental
to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person; 
 (6) Liens securing
Indebtedness permitted to be incurred pursuant to Sections 4.09(b)(4), (12) or (13) hereof; provided that (a) Liens securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to
Section 4.09(b)(13) hereof relate only to Refinancing Indebtedness that serves to refund or refinance Indebtedness, Disqualified Stock or Preferred Stock incurred under Section 4.09(b)(4) or (12) hereof, and (b) Liens
securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to Section 4.09(b)(4) hereof extend only to the assets so financed, purchased, constructed or improved; 

(7) Liens existing on the Issue Date (other than Liens in favor of the lenders under the TCEH Senior
Secured Facilities); 
 (8) Liens on property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such
Liens may not extend to any other property owned by TCEH or any of its Restricted Subsidiaries; 

(9) Liens on property at the time TCEH or a Restricted Subsidiary acquired the property, including any
acquisition by means of a merger or consolidation with or into TCEH or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition;
provided, further, however, that the Liens may not extend to any other property owned by TCEH or any of its Restricted Subsidiaries; 

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to TCEH or another
Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 

(11) Liens securing Hedging Obligations of TCEH or its Restricted Subsidiaries incurred under
Section 4.09(b)(10) hereof; provided that such agreements were entered into in the ordinary course of business and not for speculative purposes (as determined by TCEH in its reasonable discretion acting in good faith) and, in the case of
any commodity Hedging Obligations or any Hedging Obligation of the type described in clause (c) of the definition of “Hedging Obligations,” entered into in order to hedge against or manage fluctuations in the price or availability of
any Covered Commodity; 
 (12) Liens on specific items of inventory or other goods and proceeds
of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

 

 31 








 (13) leases, subleases, licenses or sublicenses granted to
others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of TCEH or any of its Restricted Subsidiaries; 

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases
entered into by TCEH and its Restricted Subsidiaries in the ordinary course of business; 
 (15)
Liens in favor of TCEH or any Subsidiary Guarantor; 
 (16) [Intentionally Omitted]; 

(17) Liens on accounts receivable, other Receivables Facility assets, or accounts into which collections
or proceeds of Receivables Facility assets are deposited, in each case in connection with a Receivables Facility for the benefit of TCEH or its Restricted Subsidiaries; 

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive
refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such
new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of
(i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an
amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

 (20) other Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $100.0 million at any one time outstanding; 
 (21) Liens securing
judgments for the payment of money not constituting an Event of Default under Section 6.01(a)(5) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such
judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods in the ordinary course of business; 

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code,
or any comparable or successor provision, on items in the course of collection, and (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general
parameters customary in the banking industry; 
  

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 (24) Liens deemed to exist in connection with Investments in
repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreements; 

(25) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities
owned or leased by TCEH or any of its Subsidiaries are located; 
 (26) Liens that are
contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of TCEH or any of its
Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of TCEH and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with
customers of TCEH or any of its Restricted Subsidiaries in the ordinary course of business; 

(27) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the
sale or purchase of goods entered into by TCEH or any Restricted Subsidiary in the ordinary course of business; 

(28) rights reserved to or vested in others to take or receive any part of, or royalties related to, the
power, gas, oil, coal, lignite or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of TCEH or any of its Restricted Subsidiaries and Liens upon the production from property of
power, gas, oil, coal, lignite or other minerals or timber, and the by-products and proceeds thereof, to secure the obligations to pay all or a part of the expenses of exploration, drilling, mining or development of such property only out of such
production or proceeds; 
 (29) Liens arising out of all presently existing and future division
and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or
transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in
agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out of, used or useful in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase,
exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal or handling of any property of TCEH or any of its Restricted Subsidiaries, provided that such
agreements are entered into in the ordinary course of business (including in respect of construction and restoration activities); 

(30) any restrictions on any stock or stock equivalents or other joint venture interests of TCEH or any of
its Restricted Subsidiaries providing for a breach, termination or default under any owners, participation, shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or
more other holders of such stock or stock equivalents or interest of such Person, if a security interest or other Lien is created on such stock or stock equivalents or interest as a result thereof and other similar Liens; 

(31) [Intentionally Omitted]; 

 

 33 








 (32) Liens and other exceptions to title, in either case on
or in respect of any facilities of TCEH or any of its Restricted Subsidiaries, arising as a result of any shared facility agreement entered into with respect to such facility, except to the extent that any such Liens or exceptions, individually or
in the aggregate, materially adversely affect the value of the relevant property or materially impair the use of the relevant property in the operation of business of TCEH or any of its Restricted Subsidiaries, taken as a whole; 

(33) Liens on cash and Cash Equivalents (i) deposited by TCEH or any of its Restricted Subsidiaries
in margin accounts with or on behalf of brokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, customers, trading
counterparties, or any other parties or issuers of surety bonds or (ii) pledged or deposited as collateral by TCEH or any of its Restricted Subsidiaries with any of the entities described in clause (i) above to secure their respective
obligations, in the case of each of clauses (i) and (ii) above, with respect to: (A) any contracts and transactions for the purchase, sale, exchange of, or the option (whether physical or financial) to purchase, sell or exchange
(1) natural gas, (2) electricity, (3) coal and lignite, (4) petroleum-based liquids, (5) oil, (6) nuclear fuel (including enrichment and conversion), (7) emissions or other environmental credits, (8) waste
byproducts, (9) weather, (10) power and other generation capacity, (11) heat rate, (12) congestion, (13) renewal energy credit, or (14) any other energy-related commodity or services or derivative (including ancillary
services and related risk (such as location basis)); (B) any contracts or transactions for the purchase, processing, transmission, transportation, distribution, sale, lease, hedge or storage of, or any other services related to any commodity or
service identified in subparts (1) through (14) above, including any capacity agreement; (C) any financial derivative agreement (including but not limited to swaps, options or swaptions) related to any commodity identified in
subparts (1) through (14) above, or to any interest rate or currency rate management activities; (D) any agreement for membership or participation in an organization that facilitates or permits the entering into or clearing of any
netting agreement or any agreement described in this clause (33); (E) any agreement combining part or all of a netting agreement or part or all of any of the agreements described in this clause (33); (F) any document relating to
any agreement described in this clause (33) that is filed with a Government Authority and any related service agreements; or (G) any commercial or trading agreements, each with respect to, or involving the purchase, transmission,
distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy related commodity or service, price or price indices for any such commodities or services or any other similar derivative agreements, and any other
similar agreements (such agreements described in clauses (A) through (G) of this clause (33) being collectively, “Permitted Contracts”), Netting Agreements, Hedging Obligations and letters of credit supporting
Permitted Contracts, Netting Agreements and Hedging Obligations; 
 (34) Liens arising under
Section 9.343 of the Texas Uniform Commercial Code or similar statutes of states other than Texas; 

(35) Liens created in the ordinary course of business in favor of banks and other financial institutions
over credit balances of any bank accounts of TCEH and its Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank
accounts in the ordinary course of business; 
 (36) any zoning, land use, environmental or
similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of TCEH or any of its Restricted Subsidiaries,
taken as a whole; 
  

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 (37) any Liens arising by reason of deposits with or giving
of any form of security to any Government Authority for any purpose at any time as required by applicable law as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or any of its
Restricted Subsidiaries to maintain self insurance or participate in any fund for liability on any insurance risks; 

(38) Liens, restrictions, regulations, easements, exceptions or reservations of any Government Authority
applying particularly to nuclear fuel; 
 (39) rights reserved to or vested in any Government
Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of applicable law, to terminate or modify such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a
purchaser of any of the property of such person; 
 (40) Liens arising under any obligations or
duties affecting any of the property of TCEH or any of its Restricted Subsidiaries to any Government Authority with respect to any franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which
it is held; 
 (41) rights reserved to or vested in any Government Authority to use, control or
regulate any property of such person; 
 (42) any obligations or duties, affecting the property
of TCEH or any of its Restricted Subsidiaries, to any Government Authority with respect to any franchise, grant, license or permit; 

(43) a set-off or netting rights granted by TCEH or any Subsidiary of TCEH pursuant to any agreements
related to Hedging Obligations, Netting Agreements or Permitted Contracts solely in respect of amounts owing under such agreements; 

(44) Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment described under the definition of “Permitted Investments” to be applied against the purchase price for such Investment and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a
transaction excluded from the definition described under “Asset Sale,” in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of
such Lien; 
 (45) rights of first refusal and purchase options in favor of Aluminum Company of
America (“Alcoa”) to purchase Sandow Unit 4 and/or the real property related thereto, as described in (i) the Sandow Unit 4 Agreement dated August 13, 1976, as amended, between Alcoa and Texas Power & Light
Company (“TPL”) and (ii) Deeds dated March 14, 1978 and July 21, 1980, as amended, executed by Alcoa conveying to TPL the Sandow Four real property; and 

(46) any amounts held by a trustee in the funds and accounts under any indenture securing any revenue
bonds issued for the benefit of TCEH or any of its Restricted Subsidiaries. 
  

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 For purposes of this definition, the term “Indebtedness” shall be
deemed to include interest on such Indebtedness. 
 “Permitted Receivables Financing” means any
of one or more receivables financing programs as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and
indemnities and other customary forms of support, in each case made in connection with such facilities) to TCEH and its Restricted Subsidiaries (other than a Receivables Entity) providing for the sale, conveyance, or contribution to capital of
Receivables Facility Assets by Participating Receivables Grantors in transactions purporting to be sales of Receivables Facility Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Entity that in turn
funds such purchase by the direct or indirect sale, transfer, conveyance, pledge, or grant of participation or other interest in such Receivables Facility Assets to a Person that is not a Restricted Subsidiary. The transactions contemplated by the
Existing Securitization Documentation will be Permitted Receivables Financings. 
 “Person”
means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

 “Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement
for composition, or other type of plan of arrangement proposed in or in connection with any insolvency or liquidation proceeding. 

“Pledge Agreement” means the Second Lien Pledge Agreement, dated as of the date hereof, among the
Issuer, the Subsidiary Guarantors and the Collateral Agent, as amended or supplemented from time to time. 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon
liquidation, dissolution or winding up. 
 “Premises” means any fee or leasehold interest in
real property interests owned or leased by TCEH or a Subsidiary Guarantor on the Issue Date or acquired or leased by TCEH or a Subsidiary Guarantor after the Issue Date, in each case that secures the First Lien Obligations. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on
all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition,
leasing, construction, repair, restoration, replacement, expansion or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise,
incurred in respect of capital expenditures (including Environmental CapEx Debt and Necessary CapEx Debt). 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in,
a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by TCEH in good faith. 
  

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 “Rating Agencies” means each of Moody’s, S&P and
Fitch or if any of Moody’s, S&P or Fitch or all of them will not make a rating on the Notes or other investment publicly available, a “nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by TCEH which shall be substituted for Moody’s, S&P or Fitch or any or all of them, as the case may be. 

“Receivables Entity” means any Person formed solely for the purpose of (1) facilitating or entering
into one or more Permitted Receivables Financings, and (2) in each case, engaging in activities reasonably related or incidental thereto. TXU Receivables Company, a Delaware corporation, will be a Receivables Entity. 

“Receivables Facility” means any of one or more receivables financing facilities as amended,
supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to
TCEH or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which TCEH or any of its Restricted Subsidiaries purports to sell its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or
(b) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a Restricted Subsidiary or by borrowing from such a Person or from another Receivables Subsidiary that in turn
funds itself by borrowing from such a Person. 
 “Receivables Facility Assets” means presently
existing and hereafter arising or originated Accounts, Payment Intangibles and Chattel Paper (as each is defined in the UCC) owed or payable to any Participating Receivables Grantor, and to the extent related to or supporting any Accounts, Chattel
Paper or Payment Intangibles, or constituting a receivable, all General Intangibles (as defined in the UCC) and other forms of obligations and receivables owed or payable to any Participating Receivables Grantor, including the right to payment of
any interest, finance charges, late payment fees or other charges with respect thereto (the foregoing, collectively, being “receivables”), all of such Participating Receivables Grantor’s rights as an unpaid vendor (including rights in
any goods the sale of which gave rise to any receivables), all security interests or liens and property subject to such security interests or liens from time to time purporting to secure payment of any receivables or other items described in this
definition, all guarantees, letters of credit, security agreements, insurance and other agreements or arrangements from time to time supporting or securing payment of any receivables or other items described in this “Receivables Facility
Assets” definition, all customer deposits with respect thereto, all rights under any contracts giving rise to or evidencing any receivables or other items described in this “Receivables Facility Assets” definition, and all documents,
books, records and information (including computer programs, tapes, disks, data processing software and related property and rights) relating to any receivables or other items described in this “Receivables Facility Assets” definition or
to any obligor with respect thereto, and all proceeds of the foregoing. Receivables Facility Assets will include the “Receivable Assets” as defined in the Existing Securitization Documentation as in effect on the Issue Date. 

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect
to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with any Receivables Facility. 

“Receivables Subsidiary” means any Subsidiary formed for the purpose of facilitating or entering into
one or more Receivables Facilities, and in each case engages only in activities reasonably related or incidental thereto. 
  

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 “Record Date” for the interest or Additional Interest, if
any, payable on any applicable Interest Payment Date means December 15, March 15, June 15 and September 15 (whether or not a Business Day), next preceding such Interest Payment Date. 

“Registration Rights Agreement” means (1) the Registration Rights Agreement related to the Initial
Notes, dated as of the Issue Date among the Issuer, the Guarantors and the initial purchasers of the Notes, and (2) with respect to any Additional Notes, any registration rights agreement among the Issuer and the other parties thereto relating
to the registration by the Issuer of such Additional Notes under the Securities Act. 

“Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means a Global Note in the form of Exhibit A hereto, bearing
the Global Note Legend, the Private Placement Legend and the Tax Legend (if applicable) and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal
amount at maturity of the Notes sold in reliance on Regulation S. 
 “Related Business
Assets” means assets (other than cash or Cash Equivalents) used or useful in, or securities of, a Similar Business; provided that any assets or securities received by TCEH or a Restricted Subsidiary in exchange for assets transferred
by TCEH or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 

“Required Debt” means, with respect to any action, on any date, the outstanding principal amount of:

 (1) the Notes (including any Additional Notes) and 

(2) any securities that constitute Pari Passu Secured Indebtedness designated as Required Debt in an
Officer’s Certificate delivered to the Trustee, 
 at such date, other than, in each case, any such debt beneficially owned
by the Issuer or its Affiliates, voting as a single class, except to the extent prohibited by law; provided that (a) Required Debt shall only include debt described in clause (2) of this definition, to the extent such debt would
require the consent of the holders of the debt described in this definition voting as a single class to take such action, except to the extent described below in clause (b) and (c); (b) if any amendment, waiver or other action would
disproportionately affect the holders of the Notes, Required Debt shall mean the Notes voting as a single class and the debt described in clauses (1) through (2) voting as a single class, and (c) if any amendment, waiver or other
action would only affect the Notes, Required Debt shall mean the Notes voting as a single class without the debt described in clause (2). 

“Required Holders” means Persons holding the Required Debt. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee (or any successor group of the Trustee) having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred because of such Person’s
knowledge of and familiarity with the particular subject. 
 “Restoration
Certificate” means, with respect to any Casualty Event, an Officer’s Certificate provided to the Trustee prior to the
365th day after such Casualty Event has occurred
certifying (a) that TCEH or such Restricted Subsidiary intends to use the proceeds received in connection with such 

 

 38 








 
Casualty Event to repair, restore or replace the property or assets in respect of which such Casualty Event occurred, (b) the approximate costs of completion of such repair, restoration or
replacement and (c) that such repair, restoration or replacement shall be completed within the later of (x) 450 days after the date on which cash proceeds with respect to such Casualty Event were received and (y) 180 days after
delivery of such Restoration Certificate 
 “Restricted Definitive Note” means a Definitive
Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note
bearing the Private Placement Legend. 
 “Restricted Investment” means an Investment other than
a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period
as defined in Regulation S. 
 “Restricted Subsidiary” means, at any time, any direct or
indirect Subsidiary of TCEH (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary
shall be included in the definition of “Restricted Subsidiary.” 
 “Rule 144”
means Rule 144 promulgated under the Securities Act. 
 “Rule 144A” means
Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903
promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under
the Securities Act. 
 “S&P” means Standard & Poor’s, a Standard &
Poor’s Financial Services LLC business, and any successor to its rating agency business. 
 “Sale
and Lease-Back Transaction” means any arrangement providing for the leasing by TCEH or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by TCEH or such
Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the
U.S. Securities and Exchange Commission. 
 “Second-Priority Liens” means Liens on the
Collateral secured on a second-priority basis, subject to any Permitted Liens and the provisions of the Intercreditor Agreement. 

“Secured Indebtedness” means any Indebtedness of TCEH or any of its Restricted Subsidiaries secured by a
Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder. 
 “Security Agreement” means the Second Lien
Security Agreement, dated as of the date hereof, among the Issuer, the Subsidiary Guarantors and the Collateral Agent, as amended or supplemented from time to time. 

 

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 “Security Documents” means the Intercreditor Agreement, the
Pledge Agreement, the Security Agreement, the Trademark Security Agreement, the Copyright Security Agreement and all other security agreements, pledge agreements, collateral assignments, Mortgages, collateral agency agreements, deeds of trust,
security instruments, financing statements or other grants or transfers for security executed and delivered by the Issuer, a Subsidiary Guarantor or any other obligor under the Notes creating (or purporting to create) a Lien upon Collateral in favor
of the Collateral Agent for the benefit of the holders of the First Lien Obligations, the Notes and any Pari Passu Secured Indebtedness, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in
accordance with its terms. 
 “Senior Indebtedness” means: 

(1) all Indebtedness of the Issuer or any Subsidiary Guarantor outstanding under the Issuer’s 10.25%
Senior Notes due 2015, the Issuer’s 10.25% Senior Notes due 2015, Series B, the Issuer’s 10.25%/11.25% Senior Toggle Notes due 2016, the TCEH Senior Secured Facilities or the Notes and related Guarantees (including interest accruing on or
after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any such Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing
interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all
obligations of the Issuer or any such Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 

(2) all Hedging Obligations (and guarantees thereof) of the Issuer or any Subsidiary Guarantor owing to a
Lender (as defined in the TCEH Senior Secured Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into);
provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture; 

(3) any other Indebtedness of the Issuer or any Subsidiary Guarantor permitted to be incurred under the
terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and 

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

 provided, however, that Senior Indebtedness shall not include: 

(a) any obligation of such Person to TCEH or any of its Subsidiaries; 

(b) any liability for federal, state, local or other taxes owed or owing by such Person; 

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

 (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any
respect to any other Indebtedness or other Obligation of such Person; or 
  

 40 








 (e) that portion of any Indebtedness which at the time of
incurrence is incurred in violation of this Indenture. 
 “Shelf Registration Statement” means
the Shelf Registration Statement as defined in the Registration Rights Agreement. 
 “Shell
Wind” means a joint venture with Shell WindEnergy Inc. (or a similar entity) in which TCEH and its Restricted Subsidiaries have up to a 50% ownership interest relating to the joint development of a 3,000 megawatt wind project in Texas and
other renewable energy projects in Texas. 
 “Significant Subsidiary” means any Restricted
Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date. 

“Similar Business” means any business conducted or proposed to be conducted by TCEH and its Subsidiaries
on the Closing Date or any business that is similar, reasonably related, incidental or ancillary thereto. 

“Sponsor Management Agreement” means the management agreement between certain of the management
companies associated with the Investors and EFH Corp. 
 “Stated Maturity” means, with respect
to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and shall
not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 

“Subordinated Indebtedness” means: 

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes,
and 
 (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of
payment to the Guarantee of such entity of the Notes. 
 “Subsidiary” means, with respect to
any Person: 
 (1) any corporation, association, or other business entity (other than a
partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and 

(2) any partnership, joint venture, limited liability company or similar entity of which 

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general,
special or limited partnership or otherwise, and 
  

 41 








 (y) such Person or any Restricted Subsidiary of such Person
is a controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantee”
means the guarantee by any Subsidiary Guarantor of the Issuer’s Obligations under this Indenture. 

“Subsidiary Guarantor” means each Restricted Subsidiary of TCEH that guarantees the Notes in accordance
with the terms of this Indenture. 
 “Tax Legend” means the legend set forth in
Section 2.06(g)(iii) hereof to be placed on all Notes (if applicable) issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“TCEH” means Texas Competitive Electric Holdings Company LLC. 

“TCEH Finance” means TCEH Finance, Inc. 

“TCEH Senior Interim Facility” means the interim loan agreement dated as of the Closing Date, by and
among the Parent Guarantor, as guarantor, TCEH, as borrower, the guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Morgan Stanley Senior Funding, Inc., as Administrative Agent, including any
guarantees, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications or restatements thereof. 

“TCEH Senior Secured Facilities” means the credit agreement dated as of the Closing Date, as amended on
August 7, 2009, by and among the Parent Guarantor, as guarantor, TCEH, as borrower, the other guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent, including
any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any additional amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures
or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 

“Texas Utilities Code” means the Public Utility Regulatory Act, Title II of the Texas Utilities
Code, TEX. UTIL. CODE ANN. §§ 11.001–66.017 (Vernon 2010). 
 “Total
Assets” means the total assets of TCEH and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of TCEH or such other Person as may be expressly stated. 

“Trademark Security Agreement” means the Second Lien Trademark Security Agreement, dated as of the date
hereof, among TXU Energy Retail Company LLC and the Collateral Agent, as amended or supplemented from time to time. 
  

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 “Transactions” means the transactions contemplated by the
Transaction Agreement, the TCEH Senior Interim Facility, the EFH Senior Interim Facility, borrowings under the TCEH Senior Secured Facilities, the Oncor Electric Delivery Facility and any Receivables Facility as in effect on the Closing Date, any
repayments of indebtedness in connection therewith, and the issuance of 10.25% Senior Notes due 2015, 10.25% Senior Notes due 2015, Series B, and 10.25%/11.25% Senior Toggle Notes due 2016 by the Issuer and the issuance of the 10.875% Senior Notes
due 2017 and 11.250%/12.000% Senior Toggle Notes due 2017 by EFH Corp., and any repayments of Indebtedness of EFH Corp., the Issuer and any of TCEH’s Restricted Subsidiaries in connection therewith. 

“Transaction Agreement” means the Agreement and Plan of Merger, dated as of February 25, 2007,
among Merger Sub, Texas Holdings and EFH Corp. 
 “Transition Charges” has the meaning set
forth in Section 39.302(7) of the Texas Utilities Code. 
 “Transition Property” has the
meaning set forth in Section 39.302(8) of the Texas Utilities Code. 
 “Treasury Rate”
means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption
Date to October 1, 2015; provided, however, that if the period from the Redemption Date to October 1, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used. 
 “Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa–77bbbb). 

“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee, until a successor replaces
it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor serving hereunder. 

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York;
provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or
priority and for purposes of definitions related to such provisions. 
 “Unit” means an
individual power plant generation system comprised of all necessary physically connected generators, reactors, boilers, combustion turbines and other prime movers operated together to independently generate electricity. 

“Unrestricted Cash” means, as of any date, without duplication, (a) all cash and Cash Equivalents
(in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 4.12 hereof and Liens permitted by clause (23), subclauses (i) and (ii) of clause (26) and clause (33) of the definition of
Permitted Liens, included in the cash and cash equivalents accounts listed on the consolidated balance sheet of TCEH and its Restricted Subsidiaries as of such date and (b) all unrestricted margin deposits related to commodity positions listed
on the consolidated balance sheet of Issuer and the Restricted Subsidiaries. 
  

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 “Unrestricted Definitive Note” means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted
Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto,
and that is deposited with or on behalf of and registered in the name of the Depositary, representing one or more Global Notes that do not bear and are not required to bear the Private Placement Legend. 

“Unrestricted Subsidiary” means: 

(1) Comanche Peak Nuclear Power Company, Nuclear Energy Future Holdings LLC and Nuclear Energy Future
Holdings II LLC; 
 (2) any Subsidiary of TCEH (other than TCEH Finance) which at the time of
determination is an Unrestricted Subsidiary (as designated by TCEH, as provided below); and 

(3) any Subsidiary of an Unrestricted Subsidiary. 

TCEH may designate any Subsidiary of TCEH (including any existing Subsidiary and any newly acquired or newly formed
Subsidiary but excluding TCEH Finance) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, TCEH or any Subsidiary of TCEH
(other than solely any Subsidiary of the Subsidiary to be so designated); provided that 

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least
a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by TCEH; 

(2) such designation complies with Section 4.07 hereof; and 

(3) each of: 

(a) the Subsidiary to be so designated; and 

(b) its Subsidiaries 

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of TCEH or any Restricted Subsidiary. 

TCEH may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after
giving effect to such designation, no Default shall have occurred and be continuing and either: 

(1) TCEH could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test as set forth in Section 4.09(a) hereof; or 
  

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 (2) the Fixed Charge Coverage Ratio for TCEH and its
Restricted Subsidiaries would be greater than such ratio for TCEH and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. 

Any such designation by TCEH shall be notified by TCEH to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors of TCEH or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the Securities Act.

 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is
at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

(1) the sum of the products of the number of years from the date of determination to the date of each
successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 

(2) the sum of all such payments 

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding
Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 

Section 1.02 Other Definitions. 

 

				
	 Term
	  	Defined in
Section	 
	 “Acceptable Commitment”
	  	4.10	(b) 
	 “Affiliate Transaction”
	  	4.11	(a) 
	 “Asset Sale Offer”
	  	4.10	(d) 
	 “Change of Control Offer”
	  	4.14	(a) 
	 “Change of Control Payment”
	  	4.14	(a) 
	 “Change of Control Payment Date”
	  	4.14	(a)(2) 
	 “Collateral Asset Sale Offer”
	  	4.10	(h) 
	 “Collateral Excess Proceeds”
	  	4.10	(h) 
	 “Covenant Defeasance”
	  	8.03	  
	 “DTC”
	  	2.03	  
	 “Event of Default”
	  	6.01	(a) 
	 “Excess Proceeds”
	  	4.10	(d) 
	 “incur”
	  	4.09	(a) 
	 “Issue Date Premises”
	  	11.05	(a) 
	 “Issuer Authentication Order”
	  	2.02	  
	 “Legal Defeasance”
	  	8.02	  
	 “Note Register”
	  	2.03	  
	 “Offer Amount”
	  	3.09	(b) 

  

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	 “Offer Period”
	  	3.09	(b) 
	 “Paying Agent”
	  	2.03	  
	 “Purchase Date”
	  	3.09	(b) 
	 “Redemption Date”
	  	3.07	  
	 “Refinancing Indebtedness”
	  	4.09	(b)(13) 
	 “Refunding Capital Stock”
	  	4.07	(b)(2) 
	 “Registrar”
	  	2.03	  
	 “Restricted Payments”
	  	4.07	(a) 
	 “Second Commitment”
	  	4.10	(b) 
	 “Treasury Capital Stock”
	  	4.07	(b)(2) 


Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in
and made a part of this Indenture. 
 The following Trust Indenture Act terms used in this Indenture have the
following meanings: 
 “indenture securities” means the Notes; 

“indenture security holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any
successor obligor upon the Notes and the Guarantees, respectively. 
 All other terms used in this Indenture
that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 

Section 316(a) of the Trust Indenture Act shall not apply to the provisions of this Indenture relating to the
Required Debt or the consent, vote, approval or other action required by the Required Holders (other than with respect to the requirement that any Required Debt owned by the Issuer or any of its Affiliates shall be disregarded for purposes of any
consent, vote, approval or other action required by the Required Holders). 
 Section 1.04 Rules of
Construction. 
 Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

(d) words in the singular include the plural, and in the plural include the singular; 

 

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 (e) “will” shall be interpreted to express a command; 

(f) provisions apply to successive events and transactions; 

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires,
any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; 

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not any particular Article, Section, clause or other subdivision; and 
 (j)
the term “consolidated” with respect to any Person refers to such Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an
Affiliate of such Person. 
 Section 1.05 Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such
agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this
Section 1.05. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 

(c) The ownership of Notes shall be proved by the Note Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note
shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer
may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or
to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such

  

 47 








 
action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list
of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting the foregoing, a Holder
entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by
separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder,
including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

 (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of
interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date. 
 (i) Within three Business Days
following any vote requiring the vote of the Required Holders of Required Debt, the Issuer shall use commercially reasonable efforts to cause the Administrative Agent (and any other representative of Required Debt, including any trustee for such
Required Debt) to provide written notice to the Trustee of (i) the outstanding principal amount of Required Debt (other than the Notes) and (ii) the results of any votes by the Required Holders of Required Debt. In addition, the Issuer
shall use commercially reasonable efforts to cause the Administrative Agent (and any other representative of Required Debt, including any trustee for such Required Debt) to provide written notice to the Trustee of any other action the Required
Holders of Required Debt require the Administrative Agent (or such other representative) to undertake at their request, including without limitation, the declaration of an Event of Default. The Trustee may rely conclusively on the information
provided to it by the Administrative Agent (or such other representative), including without limitation, information provided by the Administrative Agent (or such other representative) at the direction of the Required Holders of the Required Debt.

 ARTICLE 2 

THE NOTES 

Section 2.01 Form and Dating; Terms. 

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. 
  

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 (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A hereto (but without, in each case, the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof. 
 (c) [Reserved]. 

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is
unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a
part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer or a Collateral Asset Sale Offer
as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable other than as provided in Article 3 hereof. 

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the
Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the
Issuer’s ability to issue Additional Notes shall be subject, among other things, to the Issuer’s compliance with Sections 4.09 and 4.12 hereof. The Notes offered by the Issuer and any Additional Notes subsequently issued under this
Indenture shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes under this
Indenture include any Additional Notes that are actually issued. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. The Notes are a separate series of debt, but will be treated as a single class
with other series of Required Debt for certain actions and voting as set forth in this Indenture. 
 (e)
Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 

 

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 Section 2.02 Execution and Authentication. 

At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note
shall nevertheless be valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered
under this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer
signed by an Officer (an “Issuer Authentication Order”) authenticate and deliver the Initial Notes specified in such Issuer Authentication Order. In addition, at any time, and from time to time, the Trustee shall, upon receipt of an
Issuer Authentication Order, authenticate and deliver any Additional Notes or Exchange Notes for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes or Exchange Notes. 

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuer. 
 Section 2.03 Registrar and Paying Agent. 

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and
exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.
The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. 
 The Issuer shall
notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such Paying Agent or Registrar. The
Issuer or any of its Subsidiaries may act as Registrar or Paying Agent. 
 The Issuer initially appoints The
Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The
Issuer initially appoints the Trustee to act as the Registrar and Paying Agent for the Notes and to act as Custodian with respect to the Global Notes. 

Section 2.04 Paying Agent to Hold Money in Trust. 

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest if any, or interest on the Notes, and 

 

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shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If
the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the
Trustee shall serve as Paying Agent for the Notes. 
 Section 2.05 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with Trust Indenture Act § 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and
at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture
Act § 312(a). 
 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note
may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless
(i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive
Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures).
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and
pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend;
provided, however, that prior to the 
  

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expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person.
Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must
deliver to the Registrar either (A) both (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (B) both (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii) Transfer of
Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S
Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests
in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the holder of the beneficial 
  

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interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) such transfer is effected by a broker-dealer pursuant to
the Exchange Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

If any such transfer is effected pursuant to subsection (B) or (D) above at a time when an Unrestricted Global
Note has not yet been issued, the Issuer shall issue and, upon receipt of an Issuer Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of
Beneficial Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted
Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

 

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 (B) if such beneficial interest is being transferred to a
QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries,
a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under
the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(ii) [Reserved]. 

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of
a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
  

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 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer
is effected by a broker-dealer pursuant to the Exchange Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4)
thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any
holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then,
upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable
principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder
of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

 

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 (B) if such Restricted Definitive Note is being transferred
to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted
Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case
of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of
a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) such transfer is effected by a broker-dealer pursuant to
the Exchange Registration Statement in accordance with the Registration Rights Agreement; or 
  

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 (D) the Registrar receives the following: 

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in
the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subsection (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions
of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted
Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subsections (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Issuer Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e): 

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may
be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  

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 (B) if the transfer will be made pursuant to Rule 903
or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note
may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) any such transfer is effected by a broker-dealer pursuant
to the Exchange Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subsection (D), if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted
Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
  

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 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Issuer Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate: 

(i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount
of the beneficial interests in the Restricted Global Notes tendered for acceptance, and accepted, in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated
Tender Offers Program that (A) they are not broker-dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and 

(ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes tendered for acceptance, in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not broker-dealers, (B) they are not participating in a distribution of the
Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer. 
 Concurrently
with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with
an Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 

(i) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form: 

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF 144A GLOBAL NOTES: ONE YEAR] [IN THE CASE OF REGULATION S GLOBAL NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF,
(B) INSIDE THE UNITED 
  

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STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.” 
 (B) Notwithstanding the foregoing, any Global Note or Definitive
Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend. 
 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially
the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS
MAY BE REQUESTED BY AN 
  

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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.” 
 (iii) Tax Legend. Any Global Notes issued with original
issue discount and each Definitive Note issued with original issue discount shall bear the legend in substantially the following form: 

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: TEXAS COMPETITIVE ELECTRIC
HOLDINGS COMPANY LLC, ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411, ATTENTION: GENERAL COUNSEL. 

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased
accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall
authenticate Global Notes and Definitive Notes upon receipt of an Issuer Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder
of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or
exchange. 
  

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 (v) The Issuer shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of
selection; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note
between a Record Date and the next succeeding Interest Payment Date. 
 (vi) Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer
designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or
denominations of a like aggregate principal amount. 
 (viii) At the option of the Holder, Notes
may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail or otherwise deliver in accordance with the procedures of DTC, the replacement Global Notes and Definitive Notes which the Holder making the exchange is
entitled to in accordance with the provisions of Section 2.02 hereof. 
 (ix) All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

Section 2.07 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its
satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Issuer Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If
required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge for their expenses in replacing a Note. 

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder. 
  

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 Section 2.08 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any
Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or
maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 

Section 2.09 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or
consent, any Notes owned by the Issuer or any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee knows are so owned, shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor. 

Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an
Issuer Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded
to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 Section 2.11
Cancellation. 
 The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes
shall be delivered to the Issuer upon the Issuer’s written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

 

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 Section 2.12 Defaulted Interest. 

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall
notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee
in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment
date and the amount of such interest to be paid. 
 Subject to the foregoing provisions of this
Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note. 
 Section 2.13 CUSIP and ISIN Numbers. 

The Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee
shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall as
promptly as practicable notify the Trustee of any change in the CUSIP or ISIN numbers. 
 ARTICLE 3 

REDEMPTION 

Section 3.01 Notices to Trustee. 

If the Issuer elects to redeem the Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least
five Business Days (or such lesser number of days as shall be acceptable to the Trustee) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a
Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Notes and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of Notes to be redeemed and (iv) the redemption price. 
  

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 Section 3.02 Selection of Notes to Be Redeemed or Purchased.

 (a) If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee shall select the Notes of such series to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are
listed, (b) on a pro rata basis to the extent practicable or (c) by lot or such similar method in accordance with the procedures of DTC. 

(b) In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

(c) The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the
case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of
$2,000 or less may be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be
redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 

Subject to Section 3.09 hereof, notices of redemption shall be mailed by first-class mail, postage prepaid, at least
30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, except that notices of redemption may be
mailed or delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 12 hereof. Except as set forth in Sections 3.04 and 3.07(b) hereof, notices of redemption may not be
conditional. 
 The notice shall identify the Notes to be redeemed and shall state: 

(a) the Redemption Date; 

(b) the redemption price; 

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed
and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed shall be issued in the name
of the Holder of the Notes upon cancellation of the original Note; 
 (d) the name and address of the Paying
Agent; 
 (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption
price; 
 (f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the Redemption Date; 
  

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 (g) the paragraph or subparagraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; 
 (h) that no representation is
made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Notes; and 

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

 At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and
at its expense; provided that the Issuer shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a
shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed or delivered in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Sections 3.07(b) and (d) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 

Section 3.05 Deposit of Redemption or Purchase Price. 

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or
with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall
promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest (including Additional Interest, if any) on, all
Notes to be redeemed or purchased. 
 If the Issuer complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase
shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is
paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

 

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 Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and, upon receipt of an Issuer
Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent
not redeemed or purchased; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an
Issuer Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 

Section 3.07 Optional Redemption. 

(a) At any time prior to October 1, 2015, the Issuer may redeem the Notes, in whole or in part, at a redemption
price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable date of redemption (the “Redemption
Date”), subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(b) Prior to October 1, 2013, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the
aggregate principal amount of Notes at a redemption price equal to 115.00% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes
of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount
of Initial Notes and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and provided further that each such redemption occurs within 90
days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject
to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 

(c) Except pursuant to clause (a) and (b) of this Section 3.07, the Notes will not be redeemable at the
Issuer’s option prior to October 1, 2015. 
 (d) From and after October 1, 2015, the Issuer may
redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date if redeemed during the twelve-month period beginning on October 1 of each of the years indicated
below: 
  

				
	 Year
	  	Percentage	 
	 2015
	  	107.50	% 
	 2016
	  	105.00	% 
	 2017
	  	102.50	% 
	 2018 and thereafter
	  	100.00	% 


Notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the
Issuer’s option and discretion, be subject to one or more conditions precedent. 
  

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 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 Mandatory Redemption.

 The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to
the Notes. 
 Section 3.09 Offers to Repurchase by Application of Excess Proceeds. 

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer
or a Collateral Asset Sale Offer, it shall follow the procedures specified below. 
 (b) The Asset Sale Offer or
the Collateral Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than
five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Collateral Excess Proceeds, as applicable (the “Offer Amount”), to the purchase of
Notes (subject to the limitations set forth in Section 4.10(b)(1) hereof with respect to Excess Proceeds or Section 4.10(f)(1) hereof with respect to Collateral Excess Proceeds) and, (A) with respect to Excess Proceeds, if required or
permitted by the terms thereof, any Senior Indebtedness (on a pro rata basis, if applicable), (B) with respect to Collateral Excess Proceeds, if required or permitted by the terms thereof, all First Lien Obligations properly
tendered for purchase shall be purchased, and any remaining Collateral Excess Proceeds shall be applied to the Notes and any other Pari Passu Secured Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount
has been tendered, all Notes and Senior Indebtedness tendered in response to the Asset Sale Offer (subject to the limitations set forth in Section 4.10(b)(1) hereof) or all First Lien Obligations and Pari Passu Secured Indebtedness tendered in
response to the Collateral Asset Sale Offer (subject to the limitations set forth in Section 4.10(f)(1) hereof). Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and
unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer or the Collateral Asset Sale Offer, as applicable. 

(d) Upon the commencement of an Asset Sale Offer or a Collateral Asset Sale Offer, the Issuer shall send, by first-class
mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to such Asset Sale Offer or Collateral Asset Sale Offer. Any Asset
Sale Offer or Collateral Asset Sale Offer shall be made to all Holders and, if required or permitted, to (A) holders of Senior Indebtedness in the case of an Asset Sale Offer or (B) holders of First Lien Obligations and Pari Passu Secured
Indebtedness in the case of a Collateral Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer or a Collateral Asset Sale Offer, shall state: 

(i) that the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, is being made pursuant to
this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer or the Collateral Asset Sale Offer shall remain open; 

(ii) the Offer Amount, the purchase price and the Purchase Date; 

 

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 (iii) that any Note not tendered or accepted for payment
shall continue to accrue interest; 
 (iv) that, unless the Issuer defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer or the Collateral Asset Sale Offer, as applicable, shall cease to accrue interest on and after the Purchase Date; 

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or a Collateral Asset
Sale Offer, as applicable, may elect to have Notes purchased in the minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof; 

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Collateral Asset
Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer,
or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 

(vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the
Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and
a statement that such Holder is withdrawing his election to have such Note purchased; 
 (viii)
that (A) in the case of an Asset Sale Offer, if the aggregate principal amount of Notes and Senior Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Senior Indebtedness to be
purchased on a pro rata basis (subject to the limitations set forth in Section 4.10(b)(1) hereof) or (B) in the case of a Collateral Asset Sale Offer, if the aggregate principal amount of First Lien Obligations, Notes and any
other Pari Passu Secured Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the First Lien Obligations properly tendered for purchase to be purchased, and, if any Offer Amount remains, the Trustee
shall select the Notes and any other Pari Passu Secured Indebtedness to be purchased on a pro rata basis (in each case, subject to the limitations set forth in Section 4.10(f)(1) hereof), based on the accreted value or principal
amount of the Notes, or such Senior Indebtedness, or such other Pari Passu Secured Indebtedness, as applicable, tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or an integral
multiple of $1,000 in excess thereof, shall be purchased); and 
 (ix) that Holders whose Notes
were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 

(e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro
rata basis to the extent necessary and subject to Section 4.10(b)(1) hereof in the case of an Asset Sale Offer or Section 4.10(f)(1) hereof in the case of a Collateral Asset Sale Offer, the Offer Amount of Notes or portions thereof
validly tendered pursuant to the Asset Sale Offer or the Collateral Asset Sale Offer, as applicable, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 
  

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 (f) The Issuer, the Depositary or the Paying Agent, as the case may be,
shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee,
upon receipt of an Issuer Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no
Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the
extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder
thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this
Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4

 COVENANTS 

Section 4.01 Payment of Notes. 

The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest, shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as
of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement. 
 The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period) at the same rate to the extent lawful. 

Section 4.02 Maintenance of Office or Agency. 

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. This office shall initially be the
Corporate Trust Office of the Trustee. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

 

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 The Issuer may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. This office shall initially be the Corporate Trust Office of the Trustee. The Issuer shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in
accordance with Section 2.03 hereof. 
 Section 4.03 Reports and Other Information. 

(a) Notwithstanding that TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, TCEH shall file with the SEC (and make available to the Trustee and
Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date, 

(1) within 90 days (or any other time period then in effect under the rules and regulations of the
Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained
therein, or required in such successor or comparable form; 
 (2) within 45 days after the end of
each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; 

(3) promptly from time to time after the occurrence of an event required to be therein reported, such
other reports on Form 8-K, or any successor or comparable form; and 
 (4) any other
information, documents and other reports which TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 

in each case in a manner that complies in all material respects with the requirements specified in such form; provided that TCEH
shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event TCEH shall make available such information to prospective purchasers of Notes, in addition to providing such information to the
Trustee and the Holders of the Notes, in each case within 15 days after the time TCEH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not
satisfied by the foregoing, each of the Parent Guarantor and the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) In the event that any direct or
indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial
information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information
relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand. 
  

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 Notwithstanding anything herein to the contrary, TCEH shall not be deemed to
have failed to comply with any of its obligations hereunder for purposes of Section 6.01(3) hereof until 60 days after the date any report is due pursuant to this Section 4.03. 

Section 4.04 Compliance Certificate. 

(a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall
deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the
activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in
this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have
knowledge and what action the Issuer is taking or proposes to take with respect thereto). 
 (b) When any
Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the
Issuer shall promptly (which shall be no more than five Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to
take with respect thereto. 
 Section 4.05 Taxes. 

The Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

 Section 4.06 Stay, Extension and Usury Laws. 

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
  

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 Section 4.07 Limitation on Restricted Payments. 

(a) TCEH shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(I) declare or pay any dividend or make any payment or distribution on account of TCEH’s, or any of
its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: 

(a) dividends or distributions by TCEH payable solely in Equity Interests (other than Disqualified Stock)
of TCEH; or 
 (b) dividends or distributions by a Restricted Subsidiary so long as, in the case
of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, TCEH or a Restricted Subsidiary receives at least its pro rata share
of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; 

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of TCEH or
any direct or indirect parent of TCEH, including in connection with any merger or consolidation; 

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for
value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: 

(a) Indebtedness permitted under Sections 4.09(b)(7) and (8) hereof; or 

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 

(IV) make any Restricted Investment 

(all such payments and other actions set forth in clauses (I) through (IV) above (other than any exception thereto) being
collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 

(2) immediately after giving effect to such transaction on a pro forma basis, TCEH could
incur $1.00 of additional Indebtedness pursuant to the provisions of Section 4.09(a) hereof; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by
TCEH and its Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by Sections 4.07(b)(1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof
only), (6)(c), (9) and (14) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): 

(a) 50% of the Consolidated Net Income of TCEH for the period (taken as one accounting period) beginning
October 11, 2007, to the end of TCEH’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a
deficit, minus 100% of such deficit; plus 
  

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 (b) 100% of the aggregate net cash proceeds and the fair
market value, as determined in good faith by TCEH, of marketable securities or other property received by TCEH since immediately after the Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur
Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.09(b)(12)(a) hereof) from the issue or sale of: 

(i) (A) Equity Interests of TCEH, including Treasury Capital Stock, but excluding cash proceeds and
the fair market value, as determined in good faith by TCEH, of marketable securities or other property received from the sale of: 

(x) Equity Interests to members of management, directors or consultants of TCEH, any direct or indirect
parent company of TCEH and TCEH’s Subsidiaries after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(b)(4) hereof; and 

(y) Designated Preferred Stock; and 

(B) to the extent such net cash proceeds are actually contributed to the capital of TCEH, Equity
Interests of TCEH’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments
made in accordance with Section 4.07(b)(4) hereof); or 
 (ii) debt securities of TCEH that
have been converted into or exchanged for such Equity Interests of TCEH; 
 provided, however, that
this clause (b) shall not include the proceeds from (V) Refunding Capital Stock, (W) Equity Interests or debt securities of TCEH sold to a Restricted Subsidiary, as the case may be, (X) Disqualified Stock or debt securities that
have been converted into or exchanged for Disqualified Stock or (Y) Excluded Contributions; plus  

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by TCEH,
of marketable securities or other property contributed to the capital of TCEH following the Closing Date (other than net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness, Disqualified Stock or
Preferred Stock pursuant to Section 4.09(b)(12)(a) hereof, (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions); plus  

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith
by TCEH, of marketable securities or other property received by means of: 
 (i) the sale or
other disposition (other than to TCEH or a Restricted Subsidiary) of Restricted Investments made by TCEH or its Restricted Subsidiaries after the Closing Date and repurchases and redemptions of such

  

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Restricted Investments from TCEH or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by TCEH or its Restricted
Subsidiaries after the Closing Date; or 
 (ii) the sale (other than to TCEH or a Restricted
Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by TCEH or a Restricted Subsidiary pursuant to Section 4.07(b)(7) hereof or to the extent such Investment
constituted a Permitted Investment) or a distribution or dividend from an Unrestricted Subsidiary after the Closing Date; plus  

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the
Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by TCEH in good faith (or if such fair market value exceeds $200.0 million, in writing by an Independent Financial Advisor), at the time of the
redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than to the extent the Investment in such Unrestricted Subsidiary was made by TCEH or a Restricted Subsidiary pursuant to Section 4.07(b)(7) hereof or to the extent
such Investment constituted a Permitted Investment. 
 (b) The provisions of Section 4.07(a) shall not
prohibit: 
 (1) the payment of any dividend within 60 days after the date of declaration
thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture; 

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests
(“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or a Guarantor or any Equity Interests of any direct or indirect parent company of TCEH, in exchange for, or out of the proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary) of, Equity Interests of TCEH or any direct or indirect parent company of TCEH to the extent contributed to the capital of TCEH (in each case, other than any Disqualified Stock) (“Refunding Capital
Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 4.07(b)(6) hereof, the declaration and payment of dividends on the
Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of TCEH) in an aggregate amount per year no
greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the
Issuer or a Guarantor (other than the Parent Guarantor) made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with
Section 4.09 hereof so long as: 
 (a) the principal amount (or accreted value) of such new
Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any
reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness; 

 

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 (b) such new Indebtedness is subordinated to the Notes or
the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled
maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and 

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining
Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for
value of Equity Interests (other than Disqualified Stock) of TCEH or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of TCEH, any of its Subsidiaries or any of its direct or
indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests rolled over by management of TCEH or any of its direct or indirect
parent companies in connection with the Transactions; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to
$50.0 million subsequent to the consummation of an underwritten public Equity Offering by TCEH or any direct or indirect parent entity of TCEH) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to
a maximum (without giving effect to the following proviso) of $75.0 million in any calendar year (which shall increase to $150.0 million subsequent to the consummation of an underwritten public Equity Offering by TCEH or any direct or
indirect parent company of TCEH)); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: 

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of TCEH and, to
the extent contributed to the capital of TCEH, Equity Interests of any of TCEH’s direct or indirect parent companies, in each case to members of management, directors or consultants of TCEH, any of its Subsidiaries or any of its direct or
indirect parent companies that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.07(a)(3) hereof;
plus  
 (b) the cash proceeds of key man life insurance policies received by TCEH or its
Restricted Subsidiaries after the Closing Date; less  
 (c) the amount of any Restricted
Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); 

and provided, further, that cancellation of Indebtedness owing to TCEH or any Restricted Subsidiary from
members of management of TCEH, any of TCEH’s direct or indirect parent companies or any of TCEH’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of TCEH or any of its direct or indirect parent companies will
not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
  

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 (5) the declaration and payment of dividends to holders of
any class or series of Disqualified Stock of TCEH or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are
included in the definition of “Fixed Charges”; 
 (6) (a) the declaration and
payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by TCEH after the Closing Date; 

(b) the declaration and payment of dividends to a direct or indirect parent company of TCEH, the proceeds
of which shall be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Closing Date; provided that the amount of
dividends paid pursuant to this clause (b) after the Closing Date shall not exceed the aggregate amount of cash actually contributed to the capital of TCEH from the sale of such Designated Preferred Stock; or 

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess
of the dividends declarable and payable thereon pursuant to clause (2) of Section 4.07(b) hereof; 

provided, however, in the case of each of (a) and (c) of this clause (6), that for the most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is
Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, TCEH and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (7) after the Closing Date that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or
marketable securities, not to exceed 1.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such
Equity Interests represent a portion of the exercise price of such options or warrants; 
 (9)
the declaration and payment of dividends on TCEH’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following consummation of the first public
offering of TCEH’s common stock or the common stock of any of its direct or indirect parent companies after the Closing Date, of up to 6% per annum of the net cash proceeds received by or contributed to TCEH in or from any such public
offering, other than public offerings with respect to TCEH’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 

 

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 (10) Restricted Payments in an aggregate amount equal to the
amount of Excluded Contributions; 
 (11) (A) other Restricted Payments in an aggregate
amount taken together with all other Restricted Payments made pursuant to this clause (A) after the Closing Date not to exceed 2.0% of Total Assets at the time made; and (B) dividends to or, the making of loans to, EFH Corp. in an
aggregate amount not to exceed $1,000.0 million after the Closing Date, to the extent the proceeds of such loans or dividends are invested in any of the Oncor Subsidiaries; provided that no more than $500.0 million of payments under
this clause (B) may be made other than by Intercompany Loans; 
 (12) distributions or
payments of Receivables Fees; 
 (13) any Restricted Payment made as part of or in connection
with the Transactions (including any payments made after the Closing Date in respect of the Issuer’s and its Subsidiaries’ long-term incentive plan or in respect of tax gross-ups and other deferred compensation) and the fees and expenses
related thereto or used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent of TCEH to permit payment by such parent of such amount), in each case to the extent permitted by Section 4.11 hereof; 

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated
Indebtedness in accordance with the provisions similar to those described under Sections 4.10 and 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer, Asset Sale Offer or Collateral Asset
Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; 
 (15) the
declaration and payment of dividends or distributions by TCEH to, or the making of loans to, any direct or indirect parent company in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 

(a) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate
existence; 
 (b) foreign, federal, state and local income taxes (including any amounts
reimbursable to the Oncor Subsidiaries in respect of such taxes pursuant to a tax sharing agreement), to the extent such income taxes are attributable to the income of (i) EFH Corp. and its Subsidiaries (other than the Oncor Subsidiaries) and
(ii) the Oncor Subsidiaries, to the extent the Oncor Subsidiaries have not reimbursed EFH Corp. or such direct or indirect parent of TCEH for such payments in amounts required to pay such taxes; provided that the amount of such payments
in any fiscal year does not exceed the amount that EFH Corp. and its Subsidiaries, is required to pay in respect of foreign, federal, state and local income taxes for such fiscal year (including any amounts reimbursable to the Oncor Subsidiaries in
respect of such taxes pursuant to a tax sharing agreement); 
 (c) customary salary, bonus and
other benefits payable to officers and employees of EFH Corp. or any direct or indirect parent company of EFH Corp. that are paid in the ordinary course of business to the extent such salaries, bonuses and other benefits are attributable to
(i) the ownership or operation of EFH Corp. and its Restricted Subsidiaries or (ii) the ownership and operation of the Oncor Subsidiaries, to the extent the Oncor Subsidiaries have not reimbursed EFH Corp. or such direct or indirect parent
company of EFH Corp. for such payments; 
  

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 (d) general corporate operating and overhead costs and
expenses of EFH Corp. or any direct or indirect parent company of EFH Corp. that are incurred in the ordinary course of business to the extent such costs and expenses are attributable to (i) the ownership or operation of EFH Corp. and its
Restricted Subsidiaries or (ii) the ownership and operation of the Oncor Subsidiaries, to the extent the Oncor Subsidiaries have not reimbursed EFH Corp. or such direct or indirect parent company of EFH Corp. for such payments; and 

(e) fees and expenses other than to Affiliates of TCEH related to any unsuccessful equity or debt offering
of such parent entity; 
 (16) Restricted Payments that are made with Excess Proceeds remaining
after the completion of any Asset Sale Offer in an amount not to exceed $200 million; 

(17) the making of Intercompany Loans to EFH Corp. so long as TCEH is a Subsidiary of EFH Corp.
(A) in amounts required for EFH Corp. to pay, in each case without duplication, principal, premium and interest when due on (x) the EFH Corp. Notes and any Indebtedness of EFH Corp. or any of its Subsidiaries incurred to replace, refund or
refinance such debt and (y) Indebtedness of EFH Corp. and Parent Guarantor in existence on the Issue Date, including the Existing EFH Corp. Notes and the Existing Parent Guarantor Notes, and any Indebtedness incurred by EFH Corp. or any of its
Subsidiaries to replace, refund or refinance such debt and (B) in amounts required for EFH Corp. and its Subsidiaries (other than TCEH and its Subsidiaries) that guarantee debt of EFH Corp. to pay, without duplication, principal, premium and
interest when due on any Indebtedness incurred after the Closing Date by EFH Corp. or such Subsidiaries; provided that the aggregate amount of Intercompany Loans to EFH Corp. pursuant to this subclause (B) shall not exceed $600.0
million; 
 (18) any distributions of, or Investments in, accounts receivable for purposes of
inclusion in any Receivables Facility for the benefit of TCEH or its Restricted Subsidiaries, in each case made in the ordinary course of business or consistent with past practices; or 

(19) making of Intercompany Loans to EFH Corp. in an amount sufficient to permit EFH Corp. to make any
Optional Interest Repayment (as defined in the EFH Corp. Notes), permitted by the terms of the EFH Corp. Notes or any similar payments on Indebtedness incurred to replace, refund or refinance such debt; provided that in connection with any
such replacement, refunding or refinancing, the aggregate principal amount of such Indebtedness is not increased (except by an amount equal to accrued interest, fees and expenses payable in connection therewith); 

provided, however, that at the time of, and after giving effect to (A) any Restricted Payment permitted under
Section 4.07(b)(7), (11) and (19) hereof, no Default shall have occurred and be continuing or would occur as a consequence thereof and (B) any Restricted Payment permitted under Section 4.07(b)(17), no Default under
Section 6.01(a)(1) or (2) hereof shall have occurred and be continuing or would occur as a consequence thereof or any payment default or bankruptcy event of default under the EFH Corp. Notes (or any Indebtedness incurred to replace, refund
or refinance such debt) shall have occurred and be continuing. 
  

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 TCEH shall not permit any Unrestricted Subsidiary to become a Restricted
Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by TCEH and its Restricted
Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall be
permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or Sections 4.07(b) (7), (10) or (11) hereof or pursuant to the definition of “Permitted
Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

(a) TCEH shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 

(1) (A) pay dividends or make any other distributions to TCEH or any of its Restricted Subsidiaries on its
Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or 

(B) pay any Indebtedness owed to TCEH or any of its Restricted Subsidiaries; 

(2) make loans or advances to TCEH or any of its Restricted Subsidiaries; or 

(3) sell, lease or transfer any of its properties or assets to TCEH or any of its Restricted Subsidiaries.

 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing
under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue
Date, including pursuant to the TCEH Senior Secured Facilities and the related documentation and the Existing Notes Indentures and the related documentation; 

(2) this Indenture, the Notes and the Security Documents; 

(3) purchase money obligations for property acquired in the ordinary course of business that impose
restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; 

(4) applicable law or any applicable rule, regulation or order; 

(5) any agreement or other instrument of a Person acquired by TCEH or any Restricted Subsidiary in
existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired; 
  

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 (6) contracts for the sale of assets, including customary
restrictions with respect to a Subsidiary of TCEH pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 

(7) Secured Indebtedness that limits the right of the debtor to dispose of the assets securing such
Indebtedness that is otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof; 

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into
in the ordinary course of business; 
 (9) other Indebtedness, Disqualified Stock or Preferred
Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; 

(10) customary provisions in joint venture agreements and other agreements or arrangements relating solely
to such joint venture; 
 (11) customary provisions contained in leases or licenses of
intellectual property and other agreements, in each case entered into in the ordinary course of business; 

(12) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(1), (2) and
(3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing of the contracts, instruments or obligations referred to Sections 4.08(b)(1) through
(11) hereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of TCEH, no more restrictive with respect to such
encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; 

(13) restrictions created in connection with any Receivables Facility for the benefit of TCEH or any of
its Restricted Subsidiaries that, in the good faith determination of TCEH, are necessary or advisable to effect the transactions contemplated under such Receivables Facility; and 

(14) restrictions or conditions contained in any trading, netting, operating, construction, service,
supply, purchase, sale, hedging or similar agreement to which TCEH or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance solely to the property or
assets of TCEH or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and does not extend to any other asset or property of TCEH or such Restricted Subsidiary or the
assets or property of any other Restricted Subsidiary. 
 Section 4.09 Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) TCEH shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and, collectively, an
“incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), and TCEH shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or
Preferred Stock; provided, however, that TCEH may incur Indebtedness (including Acquired 
  

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Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue
shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for TCEH and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding
the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence
or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $1,250.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors would
be outstanding pursuant to this Section 4.09(a) and Sections 4.09(b)(12) and (14) hereof at such time. 

(b) The provisions of Section 4.09(a) hereof shall not apply to: 

(1) the incurrence of Indebtedness (which shall include the Notes and, without duplication, the related
Subsidiary Guarantees issued on the Issue Date, to the extent not classified as incurred under Section 4.09(b)(12)(b) hereof) under (x) Credit Facilities by TCEH or any of its Restricted Subsidiaries and the issuance and creation of
letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $26,500.0 million
outstanding at any one time and (y) any Collateral Posting Facility; 
 (2) [Reserved];

 (3) Indebtedness of TCEH and its Restricted Subsidiaries in existence on the Issue Date (other
than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)), including the Existing Notes and guarantees thereof (including any PIK interest which may be paid with respect thereto); 

(4) Indebtedness consisting of Capitalized Lease Obligations and Purchase Money Obligations, so long as
such Indebtedness (except Environmental CapEx Debt) exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter; 

(5) Indebtedness incurred by TCEH or any of its Restricted Subsidiaries constituting reimbursement
obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation or employee health claims, or other Indebtedness with respect to reimbursement-type
obligations regarding workers’ compensation or employee health claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days
following such drawing or incurrence; 
 (6) Indebtedness arising from agreements of TCEH or its
Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet of
TCEH, or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this
clause (6)); 
  

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 (7) Indebtedness of TCEH to a Restricted Subsidiary;
provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer
of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to TCEH or another Restricted Subsidiary) shall be deemed, in
each case, to be an incurrence of such Indebtedness not permitted by this clause (7); 
 (8)
Indebtedness of a Restricted Subsidiary to TCEH or another Restricted Subsidiary; provided that if the Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Issuer or a Guarantor, such Indebtedness is
expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this
clause (8); 
 (9) shares of Preferred Stock of a Restricted Subsidiary issued to TCEH or
another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of
any such shares of Preferred Stock (except to TCEH or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9); 

(10) Hedging Obligations; provided that (i) other than in the case of commodity Hedging
Obligations, such Hedging Obligations are not entered into for speculative purposes (as determined by TCEH in its reasonable discretion acting in good faith) and (ii) in the case of speculative commodity Hedging Obligations, such Hedging
Obligations are entered into in the ordinary course of business and are consistent with past practice; 

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees
provided by TCEH or any of its Restricted Subsidiaries in the ordinary course of business; 

(12) (a) Indebtedness or Disqualified Stock of TCEH and Indebtedness, Disqualified Stock or Preferred
Stock of any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by TCEH since immediately after the Closing Date from the issue or sale of Equity Interests of TCEH or cash contributed to the capital of TCEH (in each case, other
than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity Interests to TCEH or any of its Subsidiaries) as determined in accordance with Sections 4.07(a)(3)(b) and (3)(c) hereof to the extent such net cash proceeds
or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments
specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of TCEH and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary (which shall include the Notes and,
without duplication, the related Subsidiary Guarantees issued on the Issue Date, to the extent not classified as incurred under 

 

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Section 4.09(b)(1) hereof) not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $1,750.0 million (it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of
Section 4.09(a) hereof from and after the first date on which TCEH or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this
clause (12)(b)); provided, however that on a pro forma basis, together with any amounts incurred and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to Section 4.09(a) hereof and clause (14) of
Section 4.09(b) hereof, no more than $1,250.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred pursuant to this clause (12) shall be incurred by Restricted Subsidiaries that are not
Guarantors; 
 (13) the incurrence or issuance by TCEH or any Restricted Subsidiary of
Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock of TCEH or any Restricted Subsidiary incurred as permitted under Section 4.09(a) and
Sections 4.09(b)(2), (3), (4), (12)(a) and (14) hereof and this clause (13) or any Indebtedness, Disqualified Stock or Preferred Stock of TCEH or any Restricted Subsidiary issued to so refund or refinance such Indebtedness,
Disqualified Stock or Preferred Stock of TCEH or any Restricted Subsidiary including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in
connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is
not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced; 

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari
passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified
Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and 

(c) shall not include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of TCEH that is
not the Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of TCEH or a Guarantor; 

and provided, further, that subclause (a) of this clause (13) shall not apply to any
refunding or refinancing of any Obligations under Credit Facilities secured by Permitted Liens; and provided, further, that with respect to any pollution control revenue bonds or similar instruments, the maturity of any series thereof
shall be deemed to be the date set forth in any instrument governing such Indebtedness for the remarketing of such Indebtedness; 
  

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 (14) Indebtedness, Disqualified Stock or Preferred Stock of
(x) TCEH or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by TCEH or any Restricted Subsidiary or merged into TCEH or a Restricted Subsidiary in accordance with the terms of this Indenture;
provided that after giving effect to such acquisition or merger, either 
 (a) TCEH would
be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant, or 

(b) such Fixed Charge Coverage Ratio of TCEH and its Restricted Subsidiaries is greater than immediately
prior to such acquisition or merger; 
 provided, however that on a pro forma basis, together with
any amounts incurred and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to Section 4.09(a) hereof and Section 4.09(b)(12) hereof, no more than $1,250.0 million of Indebtedness, Disqualified Stock or Preferred Stock
at any one time outstanding and incurred pursuant to this clause (14) shall be incurred by Restricted Subsidiaries that are not Guarantors; 

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within two Business Days of its incurrence; 

(16) Indebtedness of TCEH or any of its Restricted Subsidiaries supported by a letter of credit issued
pursuant to any Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 

(17) any guarantee by TCEH or a Restricted Subsidiary of Indebtedness or other obligations of any
Restricted Subsidiary, so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or (b) any guarantee by a Restricted Subsidiary of Indebtedness of TCEH;
provided that such guarantee is incurred in accordance with Section 4.15 hereof; 

(18) Indebtedness of TCEH or any of its Restricted Subsidiaries consisting of (i) the financing of
insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; 

(19) Indebtedness consisting of Indebtedness issued by TCEH or any of its Restricted Subsidiaries to
current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of TCEH or any direct or indirect parent company of TCEH to the
extent described in Section 4.07(b)(4) hereof; and 
 (20) Indebtedness of TCEH or any
Restricted Subsidiary to EFH Corp. or any of its Subsidiaries consistent with past practice in an aggregate amount not to exceed $25.0 million; provided, that at the time of incurring, and after giving effect to, such Indebtedness, no
Default described in Section 6.01(a)(1) and (2) hereof shall have occurred and be continuing or would occur as a consequence thereof; and provided, further, that any such Indebtedness owing to an entity that is not a
Guarantor is expressly subordinated in right of payment to the Notes. 
  

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 (c) For purposes of determining compliance with this Section 4.09:

 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any
portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in Sections 4.09(b)(1) through (20) hereof or is entitled to be incurred pursuant to
Section 4.09(a) hereof, TCEH, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such
Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; and 
 (2) at
the time of incurrence, TCEH will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and (b) hereof; 

provided that all Indebtedness outstanding under the TCEH Senior Secured Facilities on the Closing Date will be treated as
incurred under Section 4.09(b)(1) hereof. 
 (d) Accrual of interest, the accretion of accreted value and
the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of
Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term
debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency
from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 

(f) Notwithstanding anything in this Section 4.09 to the contrary, TCEH shall not, and shall not permit TCEH Finance
or any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of TCEH, TCEH Finance or such Guarantor, as the case may be, unless such
Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of TCEH, TCEH Finance or such Guarantor, as
the case may be. 
 For purposes of this Indenture, (1) Indebtedness that is unsecured is not deemed to be
subordinated or junior to Secured Indebtedness merely because it is unsecured, and (2) Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to
the same collateral. 
  

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 Section 4.10 Asset Sales. 

(a) TCEH shall not, and shall not permit any of its Restricted Subsidiaries to consummate, directly or indirectly, an
Asset Sale, unless: 
 (1) TCEH or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by TCEH) of the assets sold or otherwise disposed of; and 

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by
TCEH or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 

(A) except in an Asset Sale of Collateral, any liabilities (as shown on TCEH’s or such Restricted
Subsidiary’s most recent balance sheet or in the footnotes thereto) of TCEH or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or that are owed to TCEH or an Affiliate of TCEH, that are
assumed by the transferee of any such assets and for which TCEH and all of its Restricted Subsidiaries have been validly released by all applicable creditors in writing; 

(B) any securities received by TCEH or such Restricted Subsidiary from such transferee that are converted
by TCEH or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and 

(C) any Designated Non-cash Consideration received by TCEH or such Restricted Subsidiary in such Asset
Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of
such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, 

shall be deemed to be cash for purposes of this clause (a)(2) and for no other purpose. 

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale (other than an Asset Sale of Collateral)
TCEH or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 

(1) to permanently reduce: 

(A) First Lien Obligations, and to correspondingly reduce commitments with respect thereto; 

(B) Pari Passu Secured Indebtedness, and to correspondingly reduce commitments with respect thereto;
provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount
thereof) or otherwise by making an offer (in accordance with the procedures set forth in Section 4.10(d) hereof for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued
and unpaid interest and Additional Interest, if any; 
  

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 (C) Obligations under Senior Indebtedness which is Secured
Indebtedness permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; 

(D) Obligations under any Existing Notes with a final maturity (as in effect on the Issue Date) on or
prior to April 1, 2021; provided that, at the time of, and after giving effect to, such repurchase, redemption or defeasance, the aggregate amount of Net Proceeds used to repurchase, redeem or defease such Existing Notes pursuant to this
subclause (C) following the Issue Date shall not exceed 3.5% of Total Assets at such time; or 

(E) Indebtedness of a Restricted Subsidiary (other than TCEH Finance) that is not a Guarantor, other than
Indebtedness owed to TCEH or another Restricted Subsidiary (or any Affiliate thereof); 
 (2) to
make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in TCEH or another of its Restricted Subsidiaries, as the case may be,
owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business;
or 
 (3) to make an Investment in (a) any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in TCEH or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a
Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; 

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted
application of the Net Proceeds from the date of such commitment so long as TCEH, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment
within 180 days of such commitment (an “Acceptable Commitment”) (and reinvest within the later of 450 days from the date of receipt of Net Proceeds and 180 days of receipt of such commitment), and, in the event any Acceptable
Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, TCEH or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within the
later of (a) 180 days of such cancellation or termination or (b) the initial 450-day period; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are
applied, then such Net Proceeds shall constitute Excess Proceeds. 
 (c) Notwithstanding Section 4.10(b)
hereof, to the extent that regulatory approval is necessary for an asset purchase or investment, or replacement, repair or restoration on any asset or investment, then TCEH or any Restricted Subsidiary shall have an additional 365 days to apply the
Net Proceeds from such Asset Sale in accordance with Section 4.10(b) hereof. 
 (d) Any Net Proceeds from
Asset Sales (other than Asset Sales of Collateral) that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof shall be deemed to constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds 
  

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$200.0 million, TCEH and/or any of its Restricted Subsidiaries shall make an offer to all Holders of the Notes and, if required or permitted by the terms of any Senior Indebtedness, to the
holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Senior Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess
thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in this Indenture. TCEH and/or any of its Restricted Subsidiaries shall commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds
exceed $200.0 million by mailing or delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. 

(e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, TCEH and/or any of its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of
Notes or the Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the accreted value or principal amount of
the Notes or such Senior Indebtedness tendered. Additionally, TCEH and/or any of its Restricted Subsidiaries may, at its/their option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale;
provided that such Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of an Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed Excess Proceeds
and any remaining amounts may be used to make Restricted Payments to the extent permitted by Section 4.07(b)(16) hereof. 

(f) Within 450 days after the receipt by TCEH or any Restricted Subsidiary of any Net Proceeds of any Asset Sale of
Collateral, TCEH or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 

(1) to permanently reduce: 

(A) First Lien Obligations, and to correspondingly reduce commitments with respect thereto; 

(B) Pari Passu Secured Indebtedness, and to correspondingly reduce commitments with respect thereto;
provided that the Issuer will equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof)
or otherwise by making an offer (in accordance with the procedures set forth in Section 4.10(h) for a Collateral Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and
unpaid interest and Additional Interest, if any; 
 (2) to make (a) an Investment in any one
or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in TCEH or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of
such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; provided that such assets are
concurrently with their acquisition added to the Collateral to the extent required by the TCEH Senior Secured Facilities and the Security Documents; or 
  

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 (3) to make an Investment in (a) any one or more
businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in TCEH or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such
business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;
provided that such assets are concurrently with their acquisition added to the Collateral to the extent required by the TCEH Senior Secured Facilities and the Security Documents; 

provided that, in the case of clauses (2) and (3) above, an Acceptable Commitment shall be treated as a permitted
application of the Net Proceeds from the date of such Acceptable Commitment, so long as the reinvestment occurs within the later of 450 days from the date of receipt of Net Proceeds and 180 days of receipt of such Acceptable Commitment, and, in the
event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, TCEH or such Restricted Subsidiary enters into a Second Commitment within the later of (a) 180 days of
such cancellation or termination or (b) the initial 450-day period; provided further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall
constitute Excess Proceeds. 
 (g) Notwithstanding Section 4.10(f) hereof, to the extent that regulatory
approval is necessary for an asset purchase or investment, or replacement, repair or restoration on any asset or investment, then TCEH or any Restricted Subsidiary shall have an additional 365 days to apply the Net Proceeds from such Asset Sale in
accordance with Section 4.10(f) hereof. 
 (h) Any Net Proceeds from Asset Sales of Collateral that are not
invested or applied as provided and within the time period set forth in Section 4.10(f) hereof will be deemed to constitute “Collateral Excess Proceeds.” When the aggregate amount of Collateral Excess Proceeds exceeds $200.0 million,
TCEH and/or any of its Restricted Subsidiaries shall make an offer to all Holders of the Notes and, if required or permitted by the terms of any First Lien Obligations and any Pari Passu Secured Indebtedness, to the holders of such other First Lien
Obligations and such Pari Passu Secured Indebtedness (a “Collateral Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such First Lien Obligations and Pari Passu Secured Indebtedness that is a
minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Additional Interest, if any, to the date fixed for the closing of such offer in accordance with the terms and procedures set forth in this Indenture and the other documents governing the applicable First Lien Obligations and Pari Passu Secured
Indebtedness; provided that in any such Collateral Asset Sale Offer, all First Lien Obligations properly tendered for purchase will be purchased before any Notes or Pari Passu Indebtedness is purchased. TCEH and/or any of its Restricted
Subsidiaries shall commence a Collateral Asset Sale Offer with respect to Collateral Excess Proceeds within 10 Business Days after the date that Collateral Excess Proceeds exceed $200.0 million by mailing or delivering the notice required pursuant
to the terms of this Indenture, with a copy to the Trustee. 
 (i) To the extent that the aggregate amount of
First Lien Obligations, Notes and Pari Passu Secured Indebtedness tendered pursuant to a Collateral Asset Sale Offer is less than the Collateral Excess Proceeds, TCEH and/or any of its Restricted Subsidiaries may use any remaining Collateral Excess
Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of First Lien Obligations, Notes and Pari Passu Secured Indebtedness surrendered by such holders thereof exceeds the
amount of Collateral Excess Proceeds, then all First Lien Obligations properly tendered for purchase shall be purchased, and, any remaining Collateral Excess Proceeds shall be applied to purchase the Notes and any other Pari Passu Secured
Indebtedness properly 
  

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tendered for purchase on a pro rata basis, based on the accreted value or principal amount of the Notes or such other Pari Passu Secured Indebtedness tendered. Additionally, TCEH
may, at its option, make a Collateral Asset Sale Offer using proceeds from any Asset Sale of Collateral at any time after consummation of such Asset Sale; provided that such Collateral Asset Sale Offer shall be in an aggregate amount of not
less than $25.0 million. Upon consummation of such Collateral Asset Sale Offer, any Net Proceeds not required to be used to purchase First Lien Obligations, Notes and Pari Passu Secured Indebtedness shall not be deemed Collateral Excess Proceeds and
TCEH and its Restricted Subsidiaries may use any remaining Net Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. 

(j) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds
may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. For the avoidance of doubt, final application of Net
Proceeds that represent proceeds of Collateral includes, without limitation, the consummation of a Collateral Asset Sale Offer. 

(k) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer or a Collateral Asset Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

 Section 4.11 Transactions with Affiliates. 

(a) TCEH shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of,
any Affiliate of TCEH (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million, unless: 

(1) such Affiliate Transaction is on terms that are not materially less favorable to TCEH or its relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by TCEH or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 

(2) TCEH delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of TCEH approving such Affiliate Transaction and set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with Section 4.11(a)(1) hereof. 
 (b) The provisions
of Section 4.11(a) hereof shall not apply to the following: 
 (1) transactions between or
among TCEH or any of its Restricted Subsidiaries or between or among TCEH and its Restricted Subsidiaries and EFH Corp. and any of its Subsidiaries in the ordinary course of business; 

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted
Investments”; 
  

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 (3) the payment of management, consulting, monitoring and
advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement (plus any unpaid management, consulting, monitoring and advisory fees and related expenses accrued in any prior year) and the termination fees pursuant
to the Sponsor Management Agreement, in each case as in effect on the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in the good faith judgment of the Board of Directors of TCEH to the Holders when taken
as a whole as compared to the Sponsor Management Agreement in effect on the Issue Date); 
 (4)
the payment of reasonable and customary fees paid to, and indemnities provided for the benefit of, officers, directors, employees or consultants of TCEH, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

 (5) transactions in which TCEH or any of its Restricted Subsidiaries, as the case may be,
delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to TCEH or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to TCEH or
its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by TCEH or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such
amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 

(7) the existence of, or the performance by TCEH or any of its Restricted Subsidiaries of its obligations
under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter;
provided, however, that the existence of, or the performance by TCEH or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the
Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole; 

(8) the Transactions (including any payments made after the Closing Date in respect of the Issuer’s
and its Subsidiaries’ long-term incentive plan or in respect of tax gross-ups and other deferred compensation) and the payment of all fees and expenses related to the Transactions; 

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services,
including EFH Corp. and its subsidiaries, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to TCEH and its Restricted Subsidiaries, in the reasonable determination of the
Board of Directors of TCEH or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(10) the issuance of Equity Interests (other than Disqualified Stock) of TCEH to any Permitted Holder or
to any director, officer, employee or consultant; 
 (11) sales of accounts receivable, or
participations therein, in connection with any Receivables Facility for the benefit of TCEH or any of its Restricted Subsidiaries; 
  

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 (12) payments by TCEH or any of its Restricted Subsidiaries
to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which
payments are approved by a majority of the Board of Directors of TCEH in good faith; 
 (13)
payments or loans (or cancellation of loans) to employees or consultants of TCEH, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with
such employees or consultants which, in each case, are approved by TCEH in good faith; 
 (14)
investments by the Investors in securities of TCEH or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes
less than 5% of the proposed or outstanding issue amount of such class of securities; and 
 (15)
payments by TCEH (and any direct or indirect parent thereof) and its Subsidiaries pursuant to tax sharing agreements among TCEH (and any such parent) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of
TCEH and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that TCEH, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of amounts received from
Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were TCEH and its Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity.

 Section 4.12 Limitation on Liens. 

TCEH shall not, and shall not permit TCEH Finance or any Subsidiary Guarantor to, directly or indirectly, create, incur,
assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Subsidiary Guarantor, or any income or profits therefrom, or assign
or convey any right to receive income therefrom, unless the Notes and related Subsidiary Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens, except that the foregoing shall not apply to
(a) Liens securing the Notes issued on the Issue Date and the Subsidiary Guarantees thereof, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit relating thereto, that was
permitted by the terms of this Indenture to be incurred pursuant to Section 4.09(b)(1) hereof and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof;
provided that, with respect to Liens securing Obligations permitted under this clause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio for the most recently ended four
full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to
Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio would be no greater than 5.0 to 1.0; provided further that
(x) with respect to Liens permitted under the preceding clause (b) or (c) that secure First Lien Obligations or Pari Passu Secured Indebtedness, the holders of such First Lien Obligations or Pari Passu Secured Indebtedness (or a
representative thereof on behalf of such holders) shall have executed and delivered a joinder agreement (as set forth in the Intercreditor Agreement) and (y) with respect to Liens permitted under this paragraph that secure Obligations on a
basis junior to Pari Passu Secured Indebtedness, the holders of such Obligations (or a representative thereof on behalf of such holders) shall have entered into 

 

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a customary intercreditor agreement on terms reasonably acceptable to the holders of a majority in principal amount of the outstanding Pari Passu Secured Indebtedness providing that the Liens
securing such Obligations rank junior to the Pari Passu Secured Indebtedness. 
 TCEH shall not, and shall not
permit TCEH Finance or any Subsidiary Guarantor to, directly or indirectly, grant any Lien that is junior in priority to any Lien securing Indebtedness of TCEH, TCEH Finance or such Subsidiary Guarantor, as the case may be, unless such junior Lien
expressly ranks equal with, or junior to, the Liens securing the Pari Passu Secured Indebtedness and the Subsidiary Guarantees thereof. 

Any Lien which is granted to secure the Notes under this Section 4.12 shall be discharged at the same time as the
discharge of the Lien (other than through the exercise of remedies with respect thereto) that gave rise to the obligation to so secure the Notes. 

Section 4.13 Corporate Existence. 

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in
full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to
time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of
the Issuer and its Restricted Subsidiaries, taken as a whole. 
 Section 4.14 Offer to Repurchase upon
Change of Control. 
 (a) If a Change of Control occurs, unless the Issuer has previously or concurrently
mailed or delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof and shall redeem all of the outstanding Notes pursuant thereto, the Issuer shall make an offer to purchase all of the Notes
pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change
of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee or
otherwise delivered in accordance with the procedures of DTC, with the following information: 

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes
properly tendered pursuant to such Change of Control Offer shall be accepted for payment by the Issuer; 

(2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed or delivered (the “Change of Control Payment Date”); 

(3) that any Note not properly tendered shall remain outstanding and continue to accrue interest;

  

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 (4) that unless the Issuer defaults in the payment of the
Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be
required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date; 
 (6) that
Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the expiration date of the Change of
Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election
to have such Notes purchased; 
 (7) that the Holders whose Notes are being repurchased only in
part shall be issued new Notes and such new Notes shall be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess
thereof; and 
 (8) the other instructions, as determined by TCEH, consistent with this
Section 4.14, that a Holder must follow. 
 Any proceeds received by the Issuer or any Restricted
Subsidiary from a sale, conveyance or disposition of Collateral that constitutes a Change of Control shall be subject to a perfected security interest for the benefit of the Holders of the Notes, the TCEH Senior Secured Facilities and any Pari Passu
Secured Indebtedness until consummation of the Change of Control Offer pursuant to this Section 4.14. 

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the
Holder receives such notice. If (a) notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or
such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue
thereof. 
 (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

 (A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant
to the Change of Control Offer; 
 (B) deposit with the Paying Agent an amount equal to the
aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and 
  

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 (C) deliver, or cause to be delivered, to the Trustee for
cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 

(c) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 
 (d) The Issuer shall not be
required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable
to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a
Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 

(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall
be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
 Section 4.15
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. 
 TCEH shall not permit any of its
Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of TCEH, TCEH Finance or any Subsidiary Guarantor), other than TCEH
Finance, a Subsidiary Guarantor, a Foreign Subsidiary or a Receivables Subsidiary, to guarantee the payment of any Indebtedness of TCEH, TCEH Finance or any Subsidiary Guarantor unless: 

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this
Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: 

(a) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such
Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness;
and 
 (b) if such Indebtedness is by its express terms subordinated in right of payment to the
Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is
subordinated to the Notes or such Guarantor’s Guarantee; and 
 (2) such Restricted
Subsidiary waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against TCEH or any other Restricted Subsidiary as a result of any payment
by such Restricted Subsidiary under its Guarantee; 
  

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 provided that this Section 4.15 shall not be applicable to any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 

Section 4.16 Limitations on Business Activities of TCEH Finance. 

TCEH Finance shall not hold assets, become liable for any obligations or engage in any business activities;
provided that it may be a co-obligor with respect to the Notes, any Additional Notes, any Exchange Notes or any other Indebtedness issued by TCEH, and may engage in any activities directly related thereto or necessary in connection therewith.
TCEH Finance shall be a Wholly-Owned Subsidiary of TCEH at all times. 
 Section 4.17 Maintenance of
Properties and Insurance. 
 TCEH and the Subsidiary Guarantors shall (1) cause all Collateral material
to the conduct of its or their business, applicable, kept in good working order and condition (ordinary wear and tear expected), (2) pay all real estates and other taxes with respect to the Collateral except where the failure to do so could not
reasonably be expected to have a material adverse effect on the value of such Collateral or materially impair their use in the operation of its or their business, as applicable and (3) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, with each copy of, or certificate as to coverage under, such
required insurance policies endorsed or otherwise amended to name the Collateral Agent, on behalf of the Second Lien Secured Parties, as “additional loss payee” and “additional mortgagee” under each casualty insurance policy, and
the Second Lien Secured Parties as “additional insureds” under each liability insurance policy. 

Section 4.18 Future Subsidiary Grantors. 

TCEH shall cause each Subsidiary of TCEH that becomes, or is required pursuant to Section 4.15 hereof to become, a
Subsidiary Guarantor after the Issue Date to become party to the Intercreditor Agreement and execute and deliver within 30 days such Security Documents, supplements, joinders or amendments thereto (in substantially the same form as those executed
and delivered with respect to the Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date, if any, or delivered in connection with the TCEH Senior Secured Facilities (but no
greater scope)) as may be necessary to vest in the Collateral Agent a perfected second priority security interest (subject to Permitted Liens) in all of such Subsidiary Guarantor’s properties and assets that constitute Collateral as security
for the Notes or the Subsidiary Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating
to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. 

Section 4.19 Payment for Consent. 

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to
be paid any cash consideration to or for the benefit of any Holder of the Notes for any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Notes or the Security Documents unless such consideration is offered to be
paid and is paid to all Holders of the Notes that are QIBs and that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

 

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 ARTICLE 5 

SUCCESSORS 

Section 5.01 Merger, Consolidation, or Sale of All or Substantially All Assets. 

(a) Neither TCEH nor the Parent Guarantor may consolidate or merge with or into or wind up into (whether or not TCEH or
the Parent Guarantor, as the case may be, is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person
unless: 
 (1) TCEH or the Parent Guarantor, as the case may be, is the surviving corporation or
the Person formed by or surviving any such consolidation, wind-up or merger (if other than TCEH or the Parent Guarantor, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of TCEH or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof
(such Person, as the case may be, being herein called the “Successor Company”); 

(2) the Successor Company, if other than TCEH or the Parent Guarantor, as the case may be, expressly
assumes all the obligations of TCEH or the Parent Guarantor, as the case may be, under (i) the Notes, this Indenture and the Security Documents, to the extent TCEH or the Parent Guarantor, as applicable, is a party thereto, pursuant to a
supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee and (ii) the Registration Rights Agreement; 

(3) immediately after such transaction, no Default exists; 

(4) in the case of TCEH, immediately after giving pro forma effect to such transaction
(including, without limitation, any transaction the proceeds of which are applied to reduce the Indebtedness of the Successor Company or TCEH, as the case may be) and any related financing transactions, as if such transactions had occurred at the
beginning of the applicable four-quarter period, 
 (a) the Successor Company would be permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or 

(b) such Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be
greater than such ratio for TCEH and its Restricted Subsidiaries immediately prior to such transaction; 

(5) each Guarantor, unless it is the other party to the transactions described above, in which case
Section 5.01(c)(1)(B) hereof shall apply, shall have by a supplemental indenture confirmed that its Guarantee and any Security Documents to which it is a party shall apply to such Person’s obligations under this Indenture, the Notes and
the Registration Rights Agreement; and 
 (6) TCEH shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, wind-up, merger or transfer and such supplemental indenture, if any, comply with this Indenture and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture shall comply with the applicable provisions of this Indenture. 
  

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 (b) Notwithstanding Sections 5.01(a)(3) and (4) hereof, 

(x) any Restricted Subsidiary or the Parent Guarantor may consolidate with or merge into or transfer all
or part of its properties and assets to TCEH; provided that if the Parent Guarantor consolidates or merges with TCEH, TCEH shall be the Successor Company under this Indenture; and 

(y) TCEH may merge with an Affiliate of TCEH, solely for the purpose of reincorporating TCEH in a State
of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of TCEH and its Restricted Subsidiaries is not increased thereby. 

(c) No Subsidiary Guarantor shall, and TCEH shall not permit any Subsidiary Guarantor to, consolidate or merge with or
into or wind up into (whether or not TCEH or the Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless: 
 (1) (A) such Subsidiary Guarantor is the surviving
corporation or the Person formed by or surviving any such consolidation, wind-up or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a
corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as the case may be, or the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”); 

(B) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations
of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Subsidiary Guarantee and any Security Documents to which such Subsidiary Guarantor is a party pursuant to a supplemental indenture or other documents or
instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such
transaction, no Default exists; and 
 (D) TCEH shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, wind-up, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 

(2) the transaction is made in compliance with Section 4.10 hereof. 

(d) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or transfer all or part of its
properties and assets to another Subsidiary Guarantor or TCEH, (ii) merge with an Affiliate of TCEH solely for the purpose of reincorporating such Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any
territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor. 

 

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 (e) TCEH Finance shall not consolidate or merge with or into or wind up into
(whether or not TCEH Finance is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of TECH Finance’s properties or assets, in one or more related transactions, to any Person
unless: 
 (1) (a) concurrently therewith, a corporate Wholly-Owned Subsidiary of TCEH that
is a Restricted Subsidiary organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof expressly assumes (i) all the obligations of TCEH Finance under the Notes and this
Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee and (ii) the Registration Rights Agreement; or 

(b) after giving effect thereto, at least one obligor on the Notes shall be a corporation organized or
existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof; 

(2) immediately after such transaction, no Default exists; and 

(3) TCEH Finance shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture and, if a supplemental indenture is required in connection with such transaction, such supplement shall comply with
the applicable provisions of this Indenture. 
 Section 5.02 Successor Corporation Substituted.

 Upon any consolidation, wind-up or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Issuer or any Guarantor in accordance with Section 5.01 hereof (other than a consolidation, wind-up or merger or a sale or other disposition of all or substantially all of the assets
of a Guarantor made in compliance with Section 4.10 hereof), the successor corporation formed by such consolidation or into or with which the Issuer or such Guarantor, as the case may be, is merged or wound up or to which such sale, assignment,
transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, wind-up, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the Issuer or such Guarantor, as the case may be, shall refer instead to the successor corporation and not to the Issuer or such Guarantor, as the case may be), and may exercise every right and power of, the Issuer or such Guarantor, as
the case may be, under this Indenture with the same effect as if such successor Person had been named as the Issuer or such Guarantor, as the case may be, herein; provided, that the predecessor Issuer shall not be relieved from the obligation
to pay the principal of and interest and Additional Interest, if any, on the Notes, and such Guarantor shall not be released from its Guarantee, except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the
Issuer’s or such Guarantor’s, as the case may be, assets that meets the requirements of Section 5.01 hereof. 
  

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 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
 (1) default in payment when due and payable, upon redemption, acceleration
or otherwise, of principal of, or premium, if any, on the Notes; 
 (2) default for 30 days or
more in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes; 

(3) failure by the Issuer or any Restricted Subsidiary for 60 days after receipt of written notice given
by the Trustee or the Required Holders, of not less than 30% in principal amount of the outstanding Required Debt to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and
(2) above) contained in this Indenture, the Notes or the Security Documents relating to the Notes; 

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is
secured or evidenced any Indebtedness for money borrowed by TCEH or any of its Restricted Subsidiaries or the payment of which is guaranteed by TCEH or any of its Restricted Subsidiaries, other than Indebtedness owed to TCEH or a Restricted
Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated
final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such
Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 
 (b) the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which
has been so accelerated, aggregate $250.0 million or more at any one time outstanding; 

(5) failure by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that
together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $250.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes
final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 

 

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 (6) the Issuer or any Significant Subsidiary (or any group
of Restricted Subsidiaries that together would constitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences proceedings to be adjudicated bankrupt or insolvent; 

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of it or for all or substantially all of its property; 
 (iv) makes a general
assignment for the benefit of its creditors; or 
 (v) generally is not paying its debts as they
become due; 
 (7) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (i) is for relief against the Issuer or any Significant Subsidiary (or
any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), in a proceeding in which the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant
Subsidiary), is to be adjudicated bankrupt or insolvent; 
 (ii) appoints a receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), or for all or substantially all of the property
of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary); or 

(iii) orders the liquidation of the Issuer or any Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary); 
 and the order or decree remains
unstayed and in effect for 60 consecutive days; 
 (8) the Guarantee of the Parent Guarantor or
any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any
Guarantor that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such
effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or 

(9) with respect to Collateral having a fair market value in excess of $250.0 million in the aggregate,
any security interest and Lien purported to be created by any Security Document with respect to the Collateral (a) ceases to be in full force and effect, (b) ceases to give the Collateral Agent, for the benefit of the Holders of the Notes,
the Liens, rights, powers and 
  

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privileges purported to be created and granted thereby (including a perfected security interest in and Lien on, all of the Collateral thereunder) in favor of the Collateral Agent, or (c) is
asserted by TCEH or a Subsidiary Guarantor not to be, a valid, perfected, second priority (except as otherwise expressly provided in this Indenture or the Intercreditor Agreement) security interest in or Lien on the Collateral covered thereby.

 (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such
Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders,
if within 20 days after such Event of Default arose: 
 (1) the Indebtedness or guarantee that is
the basis for such Event of Default has been discharged; or 
 (2) the Holders thereof have
rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or 

(3) the default that is the basis for such Event of Default has been cured. 

Section 6.02 Acceleration. 

If any Event of Default (other than an Event of Default specified in Sections 6.01(a)(6) or (7) hereof) occurs and
is continuing under this Indenture, the Trustee or the Required Holders of at least 30% in aggregate principal amount of the outstanding Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the
then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if
and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes. 

Notwithstanding the foregoing, in the case of an Event of Default arising under Sections 6.01(a)(6) or (7) hereof,
the principal, principal premium, if any, and interest on all outstanding Notes shall be due and payable immediately without further action or notice. 

The Required Holders of at least a majority in principal amount of the outstanding Required Debt by written notice to the
Trustee may on behalf of all of the Holders of all of the Required Debt waive any existing Default and its consequences under this Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note
(held by a non consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (so long as such rescission would not conflict with any judgment of a court of competent jurisdiction). 

Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of
principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law. 
  

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 Section 6.04 Waiver of Past Defaults. 

The Required Holders of at least a majority in principal amount of the outstanding Required Debt by written notice to the
Trustee may on behalf of all of the Holders of all of the Required Debt waive any existing Default and its consequences hereunder, except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a
non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction); provided, subject to Section 6.02
hereof, that such Required Holders of at least a majority in principal amount of the Required Debt may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon. 
 Section 6.05 Control by Majority. 

The Required Holders of at least a majority in principal amount of the outstanding Required Debt may direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 

Section 6.06 Limitation on Suits. 

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the
Notes unless: 
 (1) such Holder has previously given the Trustee notice that an Event of Default
is continuing; 
 (2) Required Holders of at least 30% in aggregate principal amount of the
outstanding Required Debt have requested the Trustee to pursue the remedy; 
 (3) Holders of the
Notes have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense; 

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer
of security or indemnity; and 
 (5) Required Holders of at least a majority in aggregate
principal amount of the outstanding Required Debt have not given the Trustee a direction inconsistent with such request within such 60-day period. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a
preference or priority over another Holder of a Note. 
  

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 Section 6.07 Rights of Holders of Notes to Receive Payment.

 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment
of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer, a Collateral Asset Sale Offer or a Change of
Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Sections 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 
 Section 6.09 Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 

Section 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in
Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
 Section 6.11 Delay or Omission Not Waiver.

 No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 6.12 Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to
the Issuer (or any other obligor upon 
  

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the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter
and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any Plan of Reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any Plan of Reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding. 
 Section 6.13 Priorities. 

If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in
the following order: 
 (i) to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and
Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

 (iii) to the Issuer or to such party as a court of competent jurisdiction shall direct
including a Guarantor, if applicable. 
 The Trustee may fix a Record Date and payment date for any payment to
Holders of Notes pursuant to this Section 6.13. 
 Section 6.14 Undertaking for Costs.

 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the
Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 

 

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 ARTICLE 7 

TRUSTEE 

Section 7.01 Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and
the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of
Section 7.01(b) hereof; 
 (ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not
therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b) and (c) hereof. 

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request
or direction of any Holder of the Notes unless such Holder shall have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  

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 Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented
by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or
refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to
incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed
to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Notes and this Indenture. Delivery of reports to the Trustee pursuant to Section 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee of the information contained
therein. 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, The Bank of New York Mellon Trust Company, N.A., as Collateral Agent and each agent, custodian and other Person employed to act
hereunder. 
  

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 (j) In the event the Issuer is required to pay Additional Interest, the
Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid
by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 

Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with
the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or
the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05 Notice of
Defaults. 
 If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any
continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 

Section 7.06 Reports by Trustee to Holders of the Notes. 

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so
long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act
Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by Trust Indenture Act Section 313(c). 
 A copy of each report at the time of its
mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when
the Notes are listed on any stock exchange. 
  

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 Section 7.07 Compensation and Indemnity. 

The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for
its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the
Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and
the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance
or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any
claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and
expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture
or the earlier resignation or removal of the Trustee. 
 Notwithstanding anything to the contrary in
Section 4.12 hereof, to secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or
(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

 Section 7.08 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time by giving 30 days prior written notice of such resignation to the Issuer and be discharged from the trust hereby created by
so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 

(a) the Trustee fails to comply with Section 7.10 hereof; 

 

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 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law; 
 (c) a custodian or public officer
takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall
promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by
the Issuer. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to
comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.
Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 

Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 

Section 7.10 Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the
United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of condition. 
 This Indenture shall
always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 

 

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 Section 7.11 Preferential Collection of Claims Against Issuer.

 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed
in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 

ARTICLE 8 
 LEGAL
DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant
Defeasance. 
 The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof applied to all outstanding Notes upon compliance with the conditions set forth in this Article 8. 

Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the
Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the
conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder: 
 (a) the rights of Holders of Notes to receive payments in
respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection
therewith; and 
 (d) this Section 8.02. 

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 Section 8.03
Covenant Defeasance. 
 Upon the Issuer’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03,
4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and Sections 5.01(a)(3) and 

 

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(4), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Sections 8.04, 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries), 6.01(a)(7)
(solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(8) hereof shall not constitute Events of Default. 

Section 8.04 Conditions to Legal or Covenant Defeasance. 

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding
Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

 (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium,
if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to
maturity or to a particular redemption date; 
 (2) in the case of Legal Defeasance, the Issuer
shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue
Service a ruling, or 
 (b) since the Issue Date, there has been a change in the applicable U.S.
federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  

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 (3) in the case of Covenant Defeasance, the Issuer shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under the TCEH Senior Secured Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that
resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith); 
 (6) the Issuer shall have delivered to the Trustee an Opinion of
Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code; 

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit
was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel
(which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

 The Collateral shall be released from the Lien securing the Notes, as provided under Section 11.06
hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with this Article 8. 
 Section 8.05
Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject
to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant
to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but
such money need not be segregated from other funds except to the extent required by law. 
 The Issuer shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
  

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 Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to Issuer. 

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has
become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 

Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; provided that if the Issuer makes any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to
the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9

 AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes, the Guarantees or any Security Document, at any time after the Issue Date, without the consent of any Holder to: 

(1) cure any ambiguity, omission, mistake, defect or inconsistency; 

(2) provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

 (3) comply with Section 5.01 hereof; 

 

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 (4) provide for the assumption of the Issuer’s or any
Guarantor’s obligations to the Holders; 
 (5) make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; 

(6) add covenants for the benefit of the Holders or to surrender any right or power conferred upon the
Issuer or any Guarantor; 
 (7) comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act; 
 (8) evidence and
provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; 

(9) provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange
Notes except that they are not freely transferable; 
 (10) add a Guarantor under this Indenture;

 (11) conform the text of this Indenture, the Guarantees, the Notes or any Security Document to
any provision of the “Description of Notes” (in Appendix B to the Exchange Agreement) to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the
Guarantees, the Notes or any Security Document; 
 (12) make any amendment to the provisions of
this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with
this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer
Notes; 
 (13) mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for
the benefit of the Holders of the Notes, as security for the payment and performance of all or any portion of the Obligations, in any property or assets; or 

(14) provide for the accession or succession of any parties to the Security Documents (and other
amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement or action
that is not prohibited by this Indenture, including to add any additional secured parties to the extent not prohibited by this Indenture. 

Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement
this Indenture at any time after the Issue Date, without the consent of any Holder, to provide for the issuance of Additional Notes or additional series of debt of the Issuer constituting Required Debt in accordance with this Indenture;
provided that such Additional Notes or additional series of debt is issued in compliance with the provisions of this Indenture, including those described in Section 4.09, and such amendments or supplements are limited to changes
necessary or appropriate in order to issue such Additional Notes or debt under this Indenture. 
  

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 Upon the request of the Issuer accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 13.04 hereof, the Trustee shall join with the Issuer and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor
under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

 Section 9.02 With Consent of Holders of Notes. 

(a) Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or
supplement this Indenture, the Notes, the Guarantees and the Security Documents relating to the Notes with the consent of the Required Holders of at least a majority in principal amount of the outstanding Required Debt including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Required Debt, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the interest on, premium, if any, or the principal on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Guarantees or any Security
Document relating to the Notes may be waived with the consent of the Required Holders of at least a majority in principal amount of the outstanding Required Debt then outstanding, other than Required Debt beneficially owned by TCEH or its Affiliates
(including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Required Debt). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for
the purposes of this Section 9.02. 
 Upon the request of the Issuer accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Required Holders of at least a majority in principal
amount of the outstanding Required Debt as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 13.04 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders of the
outstanding Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the
Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver. 
 (b) Without the consent of each affected Holder of Notes, an amendment
or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or
waiver; 
  

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 (2) reduce the principal of or change the fixed final
maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (for the avoidance of doubt, the provisions contained in and relating to Sections 3.09, 4.10 and 4.14 hereof are not redemptions of such
Notes); 
 (3) reduce the rate of or change the time for payment of interest on any Note;

 (4) waive a Default in the payment of principal of or premium, if any, or interest on the
Notes, except a rescission of acceleration of the Notes by the Required Holders of at least a majority in aggregate principal amount of the Required Debt and a waiver of the payment default that resulted from such acceleration, or in respect of a
covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 

(5) make any Note payable in money other than that stated therein; 

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders to receive payments of principal of or premium, if any, or interest on the Notes; 

(7) make any change in these amendment and waiver provisions; 

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s
Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 

(9) make any change to or modify the ranking provisions of this Indenture or the Notes that would
adversely affect the Holders; or 
 (10) except as expressly permitted by this Indenture, modify
the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes. 

(c) Without the consent of at least a majority in aggregate principal amount of the Required Debt
then outstanding, an amendment, supplement or waiver may not modify any Security Document relating to the Notes or the provisions of this Indenture dealing with the Security Documents or application of trust moneys in any manner materially adverse
to the Holders other than in accordance with this Indenture and the Security Documents. Without the consent of at least
66 2/3% in aggregate principal amount of the
Required Debt then outstanding, no amendment, supplement or waiver may modify the Security Documents to release all or substantially all of the Collateral securing the Notes. Without the consent of at least a majority in aggregate principal amount
of the Required Debt then outstanding, no amendment, supplement or waiver may modify the Security Documents to release less than all or substantially all of the Collateral securing the Notes. 

Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture
that complies with the Trust Indenture Act as then in effect. 
  

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 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent
by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. Except as provided in the last paragraph of
Section 9.02 hereof, an amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

The Issuer may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders entitled to
consent to any amendment, supplement, or waiver. If a Record Date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such Record Date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date. No such consent shall be valid or effective for more than 120 days
after such Record Date unless the consent of the requisite number of Holders has been obtained. 

Section 9.05 Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or
supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the Board of Directors approves it. In executing any amendment, supplement or waiver,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party
thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, no Opinion of Counsel shall be required for
the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. 
  

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 ARTICLE 10 

GUARANTEES 

Section 10.01 Guarantee. 

Subject to this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder
or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors
hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and
all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by
the Trustee or any Holder in enforcing any rights under this Section 10.01. 
 If any Holder or the Trustee
is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for
the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 

 

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 Each Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee shall be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

The Guarantee issued by any Guarantor shall be a senior obligation of such Guarantor. The Guarantees shall rank equally
in right of payment with all existing and future Indebtedness of the Guarantor, except to the extent such Indebtedness is expressly subordinated to the Obligations arising under a Guarantee, in which case the obligations of a Guarantor under such
Guarantee will rank senior in right of payment to such Indebtedness. The Guarantees shall be effectively subordinated to all existing and future Indebtedness of the Guarantors that are either (1) secured by a Lien on the Collateral that is
senior or prior to the Second-Priority Liens securing a Guarantee, including first-priority Liens securing Obligations under the TCEH Senior Secured Facilities and any other First Lien Obligations (and any Permitted Liens) or (2) secured by
assets that are not part of the Collateral securing a Guarantee, in each case, to the extent of the value of the assets securing such Indebtedness. The Guarantees shall be senior in right of payment to all existing and future unsecured Indebtedness,
to the extent of the value of the Collateral (after taking into consideration all first-priority Liens on the Collateral) of each Guarantor. 

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction
or diminution of any kind or nature. 
 Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties
that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each
Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro
rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. 
  

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 Section 10.03 Execution and Delivery. 

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall
be executed on behalf of such Guarantor by an Officer or person holding an equivalent title. 
 Each Guarantor
hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the
Note, the Guarantee shall be valid nevertheless. 
 The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 

If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to
comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable. 

Section 10.04 Subrogation. 

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by
any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such
right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 

Section 10.05 Benefits Acknowledged. 

Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 

Section 10.06 Release of Guarantees. 

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by
such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 

(1) (a) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital
Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in
compliance with the applicable provisions of this Indenture; 
 (b) the release or discharge of
the guarantee under the TCEH Senior Secured Facilities or of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

 

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 (c) the designation of any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or 

(d) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance
with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 

ARTICLE 11 

COLLATERAL AND SECURITY 

Section 11.01 The Collateral. 

(a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary
Guarantees thereof when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by
law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other Obligations under this Indenture, including, without limitation, the Obligations of the Issuer set forth in Section 7.07 herein, and the Notes and the
Subsidiary Guarantees thereof and the Security Documents, shall be secured by Second-Priority Liens and security interests, on the Collateral (subject to Permitted Liens), as provided in the Security Documents which TCEH and the Subsidiary
Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture or may hereafter enter into as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement. All Security
Documents shall be subject to the terms of the Intercreditor Agreement. 
 (b) TCEH and the Subsidiary Guarantors
hereby appoint the Collateral Agent to act as collateral agent under this Indenture, the Security Documents and the Intercreditor Agreement and agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders,
the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor
Agreement. 
 (c) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, consents
and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their
terms and authorizes and directs the Collateral Agent to enter into and perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith. 

(d) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof, acknowledges that, as more
fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and
the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder. 

 

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 Section 11.02 Further Assurances. 

(a) TCEH and the Subsidiary Guarantors shall, at their sole expense, take all actions that may be required, or that the
Collateral Agent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders of the Notes, the Collateral Agent and the Trustee, duly created, enforceable and perfected Liens upon
the Collateral (including any property or assets that are acquired or otherwise become Collateral after the Notes are issued), in each case, as contemplated by, and with the Second-Priority Lien required under this Indenture, the Security Documents
and the Intercreditor Agreement. 
 (b) Upon the reasonable request of the Collateral Agent or the Trustee at
any time and from time to time, TCEH and the Subsidiary Guarantors shall, at their sole expense, execute, acknowledge and deliver such documents and instruments and take such other actions, as may be necessary, or as the Collateral Agent may
reasonably request, to create, protect, assure, perfect, transfer and confirm the Liens and benefits intended to be conferred by this Indenture or the Security Documents for the benefit of the Holders, the Collateral Agent and the Trustee, including
with respect to after-acquired Collateral. 
 (c) Notwithstanding anything to the contrary in this Article 11,
TCEH or a Subsidiary Guarantor, as applicable, shall not be obligated to take any action, execute or deliver any document or instrument if TCEH or a Subsidiary Guarantor, as applicable, was not required to take such action, execute or deliver such
document or instrument under the TCEH Senior Secured Facilities. 
 Section 11.03 Impairment of Security
Interest. Neither TCEH nor any of the Subsidiary Guarantors shall take, or knowingly or negligently omit to take any action, which action or omission might or would have the result of impairing the Liens in favor of the Collateral Agent and the
Holders of the Notes with respect to the Collateral (other than any impairments the effect of which are in the aggregate de minimis). Neither TCEH nor any of the Subsidiary Guarantors shall enter into any agreement that requires the proceeds
received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, if such agreement is otherwise prohibited by this Indenture, the Notes, the Subsidiary Guarantees, the
Security Documents or the Intercreditor Agreement. TCEH shall, and shall cause each Subsidiary Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments as reasonably necessary, or as the Trustee reasonably
requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Security Documents. 

 

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 Section 11.04 After-Acquired Property. Upon the acquisition by
TCEH or the Subsidiary Guarantors after the Issue Date of After-Acquired Property, TCEH or such Subsidiary Guarantor shall, except with respect to Excluded Assets, execute and deliver (i) with regard to the Premises, the items described under
Section 11.05 on the date such property is pledged to secure the First Lien Obligations (or such later date as the Collateral Agent may permit) and (ii) as soon as commercially practicable with regarding to any other After-Acquired
Property, to the extent required by the Security Documents, any information, documentation or other certificates as may be necessary to vest in the Collateral Agent a perfected security interest, subject only to Permitted Liens, in such
After-Acquired Property (other than Excluded Assets) and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired
Property to the same extent and with the same force and effect. In no event shall either TCEH or any Subsidiary Guarantor have to comply with this Section 11.04 to extent that such After-Acquired Property is automatically perfected by an
existing financing statement properly filed against TCEH or any Subsidiary Guarantor. 
 Section 11.05
Real Estate Mortgages and Filings. 
 (a) TCEH or a Subsidiary Guarantor, as applicable, will deliver to
the Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee and the Holders, fully executed Mortgages in substantially similar form and substance as the Mortgages delivered in connection with
the TCEH Senior Secured Facilities (save and except any provision necessary to evidence the Mortgages’ second-lien status) and otherwise acceptable to the Collateral Agent’s counsel, including such schedules and provisions as
TCEH’s local counsel in the jurisdiction where the relevant Premises are located and the Collateral Agent’s counsel may, in good faith, determine are necessary to conform such Mortgage to applicable local law with respect to (1) each
of the Premises owned or leased on the Issue Date (“Issue Date Premises”), representing no less than 75% of the fair market value of the Issue Date Premises, within 90 days after the Issue Date, (2) the remaining Issue Date
Premises, within 150 days after the Issue Date; provided that TCEH (or such applicable Subsidiary Guarantor) shall continue to be in compliance with the requirement in this clause (2) with respect to any Issue Date Premises for which a
Mortgage has not been delivered within such 150-day period solely to the extent that the fair market value of such Issue Date Premises (individually or in the aggregate) for which a Mortgage has not been delivered shall be no greater than 5% of the
fair market value of all Issue Date Premises and TCEH (or such applicable Subsidiary Guarantor) continue to use reasonable best efforts to satisfy such requirements, or (3) Premises acquired or leased after the Issue Date, the date such
property is pledged to secure the First Lien Obligations, in each case, in accordance with the requirements of this Indenture and/or the Security Documents, duly executed by TCEH or the applicable Subsidiary Guarantor, together with satisfactory
evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes and fees in connection therewith) as may be necessary to create a valid, perfected at least
Second-Priority Lien (subject to any Permitted Liens) against the properties purported to be covered thereby; 

(b) the Collateral Agent shall have received mortgagee title insurance policies, together with copies of all deeds and
title exceptions that have been recorded after the date on which the first-lien mortgage on the applicable Premises was recorded referenced therein, and copies of such deeds and title exceptions recorded prior to that date as the Collateral Agent
shall reasonably request (provided that TCEH or the applicable Subsidiary Guarantor shall be required only to use commercially reasonable efforts to have such prior deeds and title exceptions delivered to the Collateral Agent), in the forms
promulgated by the Texas Department of Insurance or, in the case of any Premises located outside the State of Texas, such corresponding form applicable in such other jurisdiction, and in form and substance substantially similar to the mortgagee
title policies obtained in connection with the TCEH Senior Secured Facilities and otherwise acceptable to the Collateral Agent issued in favor of the Collateral Agent, as 

 

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beneficiary under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least Second-Priority Liens on the Premises (subject only
to Permitted Liens), such title insurance policies to be in an aggregate amount equal to the lesser of (a) the stated principal amounts of the Notes or (b) the maximum amount of title insurance coverage available at the time of issuance of
any title insurance policy pursuant to the regulations promulgated by the Texas Department of Insurance, with coverage allocated among the various title insurance policies based upon the estimated fair market value of the applicable Premises insured
thereby; provided, however, that the insurance policies (and the amount thereof) deemed satisfactory to the Administrative Agent shall be deemed reasonably satisfactory to the Collateral Agent, and each such policy to include such legally
available endorsements and affirmative coverages as included in the policies delivered in connection with the TCEH Senior Secured Facilities, and to be accompanied by evidence of the payment in full of all premiums thereon. Notwithstanding anything
to the contrary in the foregoing, (a) TCEH or a Subsidiary Guarantor, as applicable, shall not be obligated to obtain and deliver any mortgagee title insurance policies for any of the Premises if TCEH or a Subsidiary Guarantor, as applicable,
was not required to obtain and deliver such policies, or with respect to After-Acquired Property is not required to obtain and deliver such policies, under the TCEH Senior Secured Facilities, and (b) with respect to the Issue Date Premises,
TCEH or a Subsidiary Guarantor, as applicable, shall deliver mortgagee title insurance policies (i) with respect to the Mortgages required to be delivered pursuant to Section 11.05(a)(1), within 90 days after the Issue Date and
(ii) with respect to the Mortgages required to be delivered pursuant to Section 11.05(a)(2), within 150 days after the Issue Date; and 

(c) TCEH shall, or shall cause each Subsidiary Guarantor to, deliver to the Collateral Agent, with respect to each of the
covered Premises, such evidence of filings, surveys (together with any updates or affidavits delivered to the title company), local counsel opinions, landlord agreements and fixture filings (if applicable), along with such other documents,
instruments, certificates and agreements, to create, evidence or perfect a valid and at least Second-Priority Lien (subject to any Permitted Liens) in connection with the execution and delivery of the Mortgages, together with the delivery to the
Trustee of an Officer’s Certificate required under Section 11.09(c); provided, however, that any such filings, opinions, documents, instruments, certificates or agreements deemed satisfactory to the Administrative Agent shall
be deemed reasonably acceptable to the Collateral Agent. 
 Section 11.06 Release of Liens on the
Collateral. 
 (a) The Liens on the Collateral shall be released with respect to the Notes and the
Subsidiary Guarantees, as applicable: 
 (i) in whole, upon payment in full of the principal of,
accrued and unpaid interest, including Additional Interest, and premium, if any, on the Notes; 

(ii) in whole, upon satisfaction and discharge of this Indenture as set forth in Section 12.01;

 (iii) in whole, upon a legal defeasance or covenant defeasance as set forth in Article 8;

 (iv) in part, as to any asset constituting Collateral (A) that is sold or otherwise
disposed of by TCEH or any of the Subsidiary Guarantors in a transaction permitted by Section 4.10 and by the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security
Documents, other than a sale or other disposition to the Issuer or a Restricted Subsidiary or a Permitted Investment described in clause (3) of the definition of “Permitted Investments” (except to the extent the Liens on the asset
sold or disposed 
  

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of are released under the TCEH Senior Secured Facilities), (B) that is cash withdrawn from deposit accounts for any purpose not prohibited under this Indenture or the Security Documents,
(C) that is otherwise released in accordance with, and as expressly provided for under, this Indenture, the Intercreditor Agreement and the Security Documents or (D) the Liens on which are released under the TCEH Senior Secured Facilities,
except in connection with the full and complete discharge of the TCEH Senior Secured Facilities (without a substantially concurrent refinancing thereof); provided, that, in the case of any release described in clauses (A) through
(C) immediately above, the Liens on such asset securing the TCEH Senior Secured Facilities are simultaneously released, and provided further, that, in the case of any release described in clause (A) immediately above, the
Issuer has delivered an Officer’s Certificate to the Collateral Agent certifying that any such sale or other disposition does not violate the terms of this Indenture, any applicable document governing any Pari Passu Secured Indebtedness or the
TCEH Senior Secured Facilities; 
 (v) as set forth in Article 9, as to
property that constitutes less than all or substantially all of the Collateral, with the consent of Holders of at least a majority in aggregate principal amount of the Required Debt then outstanding, voting as a single class (or, in the case of a
release of all or substantially all of the Collateral, with the consent of the Holders of at least
66 2/3% in aggregate principal amount of the
Required Debt), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; provided the Issuer has delivered an Officer’s Certificate to the Collateral Agent
certifying that any such necessary consents have been obtained and that such release of the Collateral does not violate the terms of any applicable document governing any Pari Passu Secured Indebtedness or the TCEH Senior Secured Facilities; and

 (vi) with respect to assets of a Subsidiary Guarantor upon release of such Subsidiary
Guarantor from its Subsidiary Guarantee as set forth in Article 10; provided, that the Liens on such assets securing the TCEH Senior Secured Facilities are simultaneously released. 

(b) Upon compliance by TCEH or any Subsidiary Guarantor, as the case may be, with the conditions precedent set forth in
this Section 11.06, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed without representation or warranty of any kind to TCEH, or the Subsidiary Guarantor, as the case may be, the released Collateral. Prior
to each proposed release, TCEH and each Subsidiary Guarantor will furnish to the Trustee and the Collateral Agent all documents required by this Indenture and the Security Documents. 

(c) The Issuer shall comply with the provisions of TIA §314(b) (including, without limitation, the provision of an
initial and annual Opinion of Counsel under TIA §314(b)); provided, that the Issuer shall not be required to comply with TIA §314(b) until this Indenture is qualified pursuant to the TIA. The release of any Collateral from the terms
of the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof or affect the Lien of this Indenture or the Security Documents if and to the extent the Collateral is released
pursuant to this Indenture, the Security Documents or the Intercreditor Agreement or upon the termination of this Indenture. Notwithstanding any provision to the contrary herein, as and when requested in writing by TCEH or any Subsidiary Guarantor,
the Trustee shall instruct the Collateral Agent to execute and deliver UCC financing statement amendments or releases (or amendments or releases to other perfection documents) (which shall be prepared by TCEH or any Subsidiary Guarantor) solely to
the extent necessary to delete any such released Collateral from the description of assets in any previously filed financing statements or other perfection documents. If requested in writing by TCEH or any Subsidiary Guarantor, the Trustee shall
instruct the Collateral Agent to execute and deliver such documents, instruments or statements (which shall be prepared by TCEH or any Subsidiary Guarantor) and to take 

 

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such other action as TCEH or any Subsidiary Guarantor may request to evidence or confirm that released Collateral described in the immediately preceding sentence has been released from the Liens
of each of the Collateral Agreements. The Collateral Agent shall execute and deliver such documents, instruments and statements without representation or warranty of any kind and shall take all such actions promptly upon receipt of such instructions
from the Trustee. 
 (d) Notwithstanding any provision to the contrary herein, as and when requested by TCEH or
any Subsidiary Guarantor, the Trustee shall instruct the Collateral Agent to execute and deliver UCC financing statement amendments or releases (or amendments or releases to other perfection documents) (which shall be prepared by TCEH or any
Subsidiary Guarantor) solely to the extent necessary to delete Excluded Assets from the description of assets in any previously filed financing statements or other perfection documents. If requested in writing by TCEH or any Subsidiary Guarantor,
the Trustee shall instruct the Collateral Agent to execute and deliver such documents, instruments or statements (which shall be prepared by TCEH) and to take such other action as TCEH or any Subsidiary Guarantor may request to evidence or confirm
that Excluded Assets described in the immediately preceding sentence has been released from the Liens of each of the Collateral Agreements. The Collateral Agent shall execute and deliver such documents, instruments and statements without
representation or warranty of any kind and shall take all such actions promptly upon receipt of such instructions from the Trustee. 

Section 11.07 Authorization of Actions to be Taken by the Trustee or the Collateral Agent under the Security
Documents. 
 (a) Subject to the provisions of the Intercreditor Agreement and unless otherwise expressly
provided herein or therein, each of the Trustee or the Collateral Agent may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, and shall, at the direction of the Required Holders of a majority in aggregate
principal amount of the outstanding Required Debt, take all actions it deems necessary or appropriate in order to (i) exercise or enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor
Agreement and (ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of TCEH and the Subsidiary Guarantors hereunder and thereunder; provided that the Collateral Agent shall
exercise, or refrain from exercising, any remedies provided in the Security Documents in accordance with the terms thereof. Subject to the provisions of the Intercreditor Agreement, the Trustee or the Collateral Agent shall have the power to
institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and
such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain
the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or the Trustee). 
 (b) The Trustee or the
Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by
reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the
Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to
the maintenance of the Collateral. Notwithstanding the foregoing, the Trustee or the Collateral Agent shall have no responsibility for recording, filing, 

 

 128 








 
re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect
or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. 

(c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, TCEH
and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: 

(i) a request from the Issuer that such Collateral be added; 

(ii) the form of instrument adding such Collateral, which, based on the type and location of the property
subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the date of this Indenture, with such changes thereto as the Issuer shall consider appropriate, or in such other form as the Issuer shall deem
proper; provided that any such changes or such form are administratively satisfactory to the Trustee or the Collateral Agent; 

(iii) an Officer’s Certificate to the effect that all conditions precedent provided for in this
Indenture to the addition of such Collateral have been complied with; and 
 (iv) such financing
statements, if any, as the Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. 

(d) The Trustee or the Collateral Agent, in giving any consent or approval under the Security Documents or the
Intercreditor Agreement, shall receive, as a condition to such consent or approval, an Officer’s Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely
affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture, the Security Documents and the Intercreditor Agreement, and the Trustee or the Collateral Agent shall be fully protected
in giving such consent or approval on the basis of such Officer’s Certificate. 
 (e) The Trustee and the
Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Holders according to the
provisions of this Indenture, the Security Documents and the Intercreditor Agreement. 
 Section 11.08
Intercreditor Arrangements. 
 (a) If Indebtedness is Incurred under Section 4.09(b)(i) and such
Indebtedness is secured on a first-priority basis by any Collateral held by the Administrative Agent under the TCEH Senior Secured Facilities and the Notes and the Subsidiary Guarantees are secured by any such asset that qualifies as Collateral,
then the representative of the holders of such Indebtedness if not already a party to the Intercreditor Agreement, will enter into a joinder to the Intercreditor Agreement. 

(b) If Indebtedness is incurred that is, and is permitted to be pursuant to the terms of this Indenture, having equal
Lien priority as the Notes and the Subsidiary Guarantees, as the case may be, then (1) the Collateral Agent, at the written request of the Issuer and with the consent of the Required Holders may enter into an intercreditor agreement with
customary terms and provisions and (2) the Issuer and the representative of the holders of such Indebtedness shall enter into a joinder, amendment or supplement to the Security Agreement. 

 

 129 








 (c) If Indebtedness is incurred that is, and is permitted to be pursuant to
the terms of this Indenture, secured on a junior priority basis by any Collateral, then the Collateral Agent, at the written request of the Issuer, will enter into an intercreditor agreement on terms and provisions reasonably acceptable to the
Required Holders of a majority in aggregate principal amount of the outstanding Required Debt, or a supplement to the Intercreditor Agreement, with the representative of the holders of such Indebtedness and the Administrative Agent under the TCEH
Senior Secured Facilities (if the Administrative Agent under the TCEH Senior Secured Facilities so agrees). 
 ARTICLE 12

 SATISFACTION AND DISCHARGE 

Section 12.01 Satisfaction and Discharge. 

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: 

(1) all such Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which
have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(2)(A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by
reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S.
dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee
for cancellation for principal, premium, if any, and accrued and unpaid interest to the date of maturity or redemption; 

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall
occur as a result of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, the TCEH Senior Secured Facilities or any other material agreement or instrument (other than this Indenture) to which
the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and,
in each case, the granting of Liens in connection therewith); 
 (C) the Issuer has paid or
caused to be paid all sums payable by it under this Indenture; and 
  

 130 








 (D) the Issuer has delivered irrevocable instructions to the
Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. 

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that
all conditions precedent to satisfaction and discharge have been satisfied. 
 The Collateral shall be released
from the Lien securing the Notes, as provided in Section 11.06, upon a discharge of this Indenture in accordance with the provisions described in this Article 12. 

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee
pursuant to subclause (A) of clause (2) of this Section 12.01, the provisions of Section 12.02 and Section 8.06 hereof shall survive. 

Section 12.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to
Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any money
or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Issuer has made any
payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 13 

MISCELLANEOUS 

Section 13.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act
§ 318(c), the imposed duties shall control. 
  

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 Section 13.02 Notices. 

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and
delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer and/or any Guarantor: 

c/o Texas Competitive Electric Holdings Company LLC 

Energy Plaza 

1601 Bryan Street 

Dallas, Texas 75201-3411 

Facsimile No.: (214) 812-6032 

Attention: General Counsel 

or 

Facsimile No.: (214) 812-4097 

Attention: Treasurer 

c/o TCEH Finance, Inc. 

Energy Plaza 

1601 Bryan Street 

Dallas, Texas 75201-3411 

Facsimile No.: (214) 812-6032 

Attention: General Counsel 

or 

Facsimile No.: (214) 812-4097 

Attention: Treasurer 

With a copy to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 

New York, New York 100017 

Facsimile No.: (212) 455-2502 

Attention: Edward P. Tolley III, Esq. 

If to the Trustee: 

The Bank of New York Mellon Trust Company, N.A. 

Corporate Trust Division 

601 Travis Street – 16th Floor 

Houston, TX 77002 

Facsimile No.: (713) 483-6954 

Attention: TCEH Trustee 

The Issuer, any Guarantor, or the Trustee, by notice to the others, may designate additional or different addresses for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next
Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return
receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act
§ 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

 

 132 








 If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it. 
 If the Issuer mails a notice
or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 

Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to Trust Indenture Act § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act § 312(c). 

Section 13.04 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this
Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) an
Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (b) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been satisfied. 
 Section 13.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act § 314(a)(4)) shall comply with the provisions of Trust Indenture Act § 314(e) and shall include: 

(a) a statement that the Person making such certificate or opinion has read such covenant or condition; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may
be limited to reliance on an Officer’s Certificate as to matters of fact); and 
 (d) a statement as to
whether or not, in the opinion of such Person, such condition has been satisfied or such covenant has been complied with. 
  

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 Section 13.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions. 
 Section 13.07 No Personal
Liability of Directors, Officers, Employees and Stockholders. 
 No past, present or future director,
officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

Section 13.08 Governing Law. 

THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
 Section 13.09 Waiver of Jury Trial. 

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 13.10 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 

Section 13.11 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted
Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

Section 13.12 Successors. 

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof. 

Section 13.13 Severability. 

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

 134 








 Section 13.14 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. 
 Section 13.15 Table of Contents, Headings, etc.

 The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 13.16 Qualification of Indenture. 

The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and
conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited
to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel
or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act. 

Section 13.17 Ring-Fencing of Oncor. 

The Holders acknowledge (i) the legal separateness of the Issuer and the Guarantors from the Oncor Subsidiaries,
(ii) that the lenders under the Oncor Electric Delivery Facility and the holders of the existing Oncor notes and Oncor’s transition bonds have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries
from the Issuer and the Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Parent Guarantor and its Subsidiaries, (iv) that the Obligations owing under the Notes are obligations
and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to
the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other Obligations owing to the Holders under this Indenture, the Registration Rights Agreement or any
related documents, and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders for any amounts payable, or any other Obligation, under this Indenture, the Registration Rights Agreement or any related documents.

 The Holders acknowledge and agree that the Holders shall not (i) initiate any legal proceeding to
procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any of the Oncor Subsidiaries, or against any of
the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any
proceeding at law or in equity. 
  

 135 








 SIGNATURES 

Dated as of October 6, 2010 
  

			
	TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC
		
	By:	 	/s/ Anthony R. Horton
		 	Name: Anthony R. Horton
		 	Title: Treasurer
	
	TCEH FINANCE, INC.
		
	By:	 	/s/ Anthony R. Horton
		 	Name: Anthony R. Horton
		 	Title: Treasurer
	
	ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY
		
	By:	 	/s/ Anthony R. Horton
		 	Name: Anthony R. Horton
		 	Title: Treasurer
	
	BIG BROWN 3 POWER COMPANY LLC
	BIG BROWN LIGNITE COMPANY LLC
	BIG BROWN POWER COMPANY LLC
	COLLIN POWER COMPANY LLC
	DECORDOVA POWER COMPANY LLC
	GENERATION MT COMPANY LLC
	GENERATION SVC COMPANY
	LAKE CREEK 3 POWER COMPANY LLC
	LUMINANT BIG BROWN MINING COMPANY LLC
	LUMINANT ENERGY COMPANY LLC
	LUMINANT ENERGY SERVICES COMPANY
	LUMINANT ENERGY TRADING CALIFORNIA COMPANY
	LUMINANT ET SERVICES COMPANY
	LUMINANT GENERATION COMPANY LLC
	LUMINANT HOLDING COMPANY LLC
	LUMINANT MINERAL DEVELOPMENT COMPANY LLC










			
	LUMINANT MINING COMPANY LLC
	LUMINANT MINING SERVICES COMPANY
	LUMINANT POWER SERVICES COMPANY
	LUMINANT RENEWABLES COMPANY LLC
	MARTIN LAKE 4 POWER COMPANY LLC
	MONTICELLO 4 POWER COMPANY LLC
	MORGAN CREEK 7 POWER COMPANY LLC
	NCA RESOURCES DEVELOPMENT COMPANY LLC
	OAK GROVE MANAGEMENT COMPANY LLC
	OAK GROVE MINING COMPANY LLC
	OAK GROVE POWER COMPANY LLC
	SANDOW POWER COMPANY LLC
	TRADINGHOUSE 3 & 4 POWER COMPANY LLC
	TRADINGHOUSE POWER COMPANY LLC
	TXU ENERGY RETAIL COMPANY LLC
	TXU ENERGY SOLUTIONS COMPANY LLC
	TXU RETAIL SERVICES COMPANY
	TXU SEM COMPANY
	TXU SESCO COMPANY LLC
	TXU SESCO ENERGY SERVICES COMPANY
	VALLEY NG POWER COMPANY LLC
	VALLEY POWER COMPANY LLC
		
	By:	 	/s/ Anthony R. Horton
		 	Name: Anthony R. Horton
		 	Title: Treasurer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Julie H. Ramos
		 	Name: Julie Hoffman-Ramos
		 	Title: Senior Associate


  

 2 








 SCHEDULE 1 
  

	1.	 Comanche Peak nuclear facility, Somervell County and Hood County, Texas, owned by Luminant Generation Company LLC (“Luminant”).



  

	2.	 Big Brown coal fired facility, Freestone County, Texas, excluding mining properties, owned by Big Brown Power Company LLC and Big Brown 3 Power
Company LLC. 


  

	3.	 Martin Lake coal fired facility, Panola County and Rusk County, Texas, excluding mining properties, owned by Luminant and Martin Lake 4 Power
Company LLC. 


  

	4.	 Monticello coal fired facility, Titus County and Camp County, Texas, excluding mining properties, owned by Luminant and Monticello 4 Power Company
LLC. 


  

	5.	 Oak Grove coal fired facility, Robertson County and Limestone County, Texas, excluding mining properties, owned by Oak Grove Management Company LLC
and Oak Grove Mining Company LLC. 


  

	6.	 Sandow 4 coal fired facility, Milam County, Texas, excluding mining properties, owned by Luminant. 



 

	7.	 Sandow 5 coal fired facility, and all owned mineral interests which are located on the ground lease tract, Milam County, Texas, excluding mining
properties, owned by Sandow Power Company LLC (leasehold mortgage, not a fee mortgage). 


  

	8.	 DeCordova gas fired facility, Hood County, Texas, excluding the combustion turbines, the rights of the lessee under the combustion turbine leveraged
leases and a portion of the land as to which the leveraged leases prohibit the granting of a lien, owned by DeCordova Power Company LLC and Luminant Generation Company LLC. 



 

	9.	 Graham gas fired facility, Young County, Texas, owned by Luminant. 



 

	10.	 Lake Creek gas fired facility (including diesel generators) McLennan County, Texas, owned by Luminant and Lake Creek 3 Power Company LLC.



  

	11.	 Lake Hubbard gas fired facility, Dallas County, Texas, owned by Luminant. 



 

	12.	 Northlake gas fired facility, Dallas County, Texas, owned by Luminant. 



 

	13.	 Permian Basin gas fired facility, Ward County, Texas, excluding the combustion turbines, the rights of the lessee under the combustion turbine
leveraged leases and a portion of the land as to which the leveraged leases prohibit the granting of a lien, owned by Luminant. 


  

	14.	 Stryker Creek gas fired facility (including diesel generators), Cherokee County, Texas, owned by Luminant. 



 

	15.	 Sweetwater gas fired facility, Nolan County, Texas, owned by Luminant (leasehold mortgage, not a fee mortgage). 



 

	16.	 Tradinghouse gas fired facility, McLennan County, Texas, owned by Tradinghouse Power Company LLC and Tradinghouse 3 & 4 Power Company LLC.











	17.	 Trinidad gas fired facility (including diesel generators), Henderson County, Texas, owned by Luminant. 



 

	18.	 Valley gas fired facility, Grayson County and Fannin County, Texas, owned by Valley NG Power Company LLC and Valley Power Company LLC.



  

	19.	 Owned mining properties (including all owned coal and lignite) in connection with Big Brown, Martin Lake, Monticello, Oak Grove and Sandow 5
facilities, excluding lands that have been previously mined. 


  

	20.	 Forest Grove, a 13,680 acre tract of land in Henderson County, Texas originally purchased for a plant site but never developed as such, owned by
Luminant. 


  

	21.	 The following oil, gas, hydrocarbon or other similar mineral interests: (a) mineral and/or royalty interests located on real property owned by
Luminant Generation Company LLC near the Mountain Creek gas fired facility (which gas fired facility was formerly owned by Luminant Generation Company LLC), Dallas County, Texas; (b) mineral and/or royalty interests located at the Northlake gas
fired facility, Dallas County, Texas, owned by Luminant Generation Company LLC; (c) mineral and/or royalty interests located at the Comanche Peak nuclear facility, Somervell County and Hood County, Texas, owned by Luminant Generation Company
LLC; and (d) mineral and/or royalty interests located at the Eagle Mountain gas fired facility, Tarrant County, Texas, owned by Luminant Generation Company LLC. 



 

 A-2 








 EXHIBIT A 

[Face of Note] 
 [Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture] 
 [Insert the Tax Legend, if applicable pursuant to the provisions of the Indenture] 

 CUSIP [            ] 

ISIN
[            
]1 

[RULE 144A] [REGULATION S] GLOBAL NOTE 

15% Senior Secured Second Lien Notes due 2021 
  

			
	No.         	 	[$                    ]


TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC 

TCEH FINANCE, INC. 

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in
the Global Note attached hereto] [of __________________________ United States Dollars ($[        ])] on April 1, 2021. 

Interest Payment Dates: January 1, April 1, July 1 and October 1 

Record Dates: December 15, March 15, June 15 and September 15 

[SIGNATURE PAGE FOLLOWS] 
  

 

	1
	 Rule 144A Note CUSIP:    [            ]




	    	 Rule 144A Note
ISIN:        [            ] 



	    	 Regulation S Note CUSIP: [            ] 



	    	 Regulation S Note ISIN:     [            ]



  

 A-1 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly
executed. 
 Dated: __________, 20__ 
  

			
	 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

		
	 By:
	 	 
		 	 Name:

		 	 Title:

	
	 TCEH FINANCE, INC.

		
	 By:
	 	 
		 	 Name:

		 	 Title:



 This is one of the
Notes referred to in the within-mentioned Indenture: 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	 By:
	 	 
		 	 Authorized Signatory


  

 A-2 








 [Back of Note] 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 (1) INTEREST. Texas Competitive Electric Holdings
Company LLC, a Delaware limited liability company and TCEH Finance, Inc., a Delaware corporation (collectively, the “Issuer”), promise to pay interest on the principal amount of this Note at 15% per annum from
October 6, 2010 until maturity and shall pay Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuer will pay interest and Additional Interest, if any, quarterly in arrears on
January 1, April 1, July 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”) without interest accruing on the
amount then so payable from such day that is not a Business Day until such Business Day. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. The
Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 (2)
METHOD OF PAYMENT. The Issuer will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the
December 15, March 15, June 15 and September 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts. 
 (3) PAYING AGENT AND
REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to
the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 
 (4)
INDENTURE. The Issuer issued the Notes under an Indenture, dated as of October 6, 2010 (the “Indenture”), among the Issuer, the Guarantors named therein and the Trustee. This Note is one of
a duly authorized issue of notes of the Issuer designated as its 15% Senior Secured Second Lien Notes due 2021. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01, 4.09 and 4.12 of the Indenture. The Notes
(including any Exchange Notes issued in exchange therefor) and any Additional Notes shall be treated as a single class of securities under the Indenture. In addition, the Notes will be treated along with certain other Pari Passu Secured Indebtedness
of the Issuer as a single class for amendments and waivers and for taking certain other actions. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
  

 A-3 








 (5) OPTIONAL REDEMPTION.

 (a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option
prior to October 1, 2015. 
 (b) At any time prior to October 1, 2015, the Issuer may
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable date of redemption (the “Redemption
Date”), subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(c) From and after October 1, 2015, the Issuer may redeem the Notes, in whole or in part, upon not
less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of the
principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date
to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below: 

 

				
	 Year
	  	Percentage	 
	 2015
	  	107.50	% 
	 2016
	  	105.00	% 
	 2017
	  	102.50	% 
	 2018 and thereafter
	  	100.00	% 


(d) Prior to October 1, 2013, the Issuer may, at its option, on one or more occasions, redeem up to
35% of the aggregate principal amount of all Notes at a redemption price equal to 115.00% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the
right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the original
aggregate principal amount of Initial Notes and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and provided further that each such
redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 

(e) If the Issuer redeems less than all of the outstanding Notes, the Trustee shall select the Notes to be
redeemed in the manner described under Section 3.02 of the Indenture. 
 (f) Any redemption
pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  

 A-4 








 (6) MANDATORY
REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7) NOTICE OF REDEMPTION. Subject to Section 3.03
of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed or delivered more than 60 days prior to a Redemption Date
if the notice is issued in connection with Article 8 or Article 12 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address or otherwise delivered in accordance with the procedures of DTC. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or
portions thereof called for redemption. 
 (8) OFFERS TO
REPURCHASE. 
 (a) If a Change of Control occurs, the Issuer
shall make an offer (a “Change of Control Offer”) to each Holder to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the right of Holders of Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture. 

(b) If TCEH or any of its Restricted Subsidiaries consummates an Asset Sale, within ten Business Days of
each date that the aggregate amount of Excess Proceeds exceeds $200.0 million, TCEH and/or any of its Restricted Subsidiaries shall make an offer to all Holders of the Notes, and if required or permitted by the terms of any Senior Indebtedness, to
the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Senior Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess
thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing
of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, TCEH and/or any of
its Restricted Subsidiaries may use any remaining Excess Proceeds to make Restricted Payments to the extent permitted by Section 4.07(b)(16) of the Indenture. If the aggregate principal amount of Notes or the Senior Indebtedness surrendered by
such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Senior Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Senior
Indebtedness tendered. 
 (c) TCEH and/or any of its Restricted Subsidiaries may, at its/their
option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale; provided that such Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of
such Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed Excess Proceeds. 

(d) If TCEH or any of its Restricted Subsidiaries consummates a Collateral Asset Sale, within ten Business
Days of each date that the aggregate amount of Collateral Excess Proceeds exceeds $200.0 million, TCEH and/or any of its Restricted Subsidiaries shall make an offer to all Holders of the Notes, and if required or permitted by the terms of any First
Lien Obligations and any Pari Passu Secured Indebtedness, to the holders of such other First Lien Obligations and such Pari Passu Secured 

 

 A-5 








 
Indebtedness (a “Collateral Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such First Lien Obligations and Pari Passu Secured
Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture and the other documents governing the applicable First Lien
Obligations and Pari Passu Secured Indebtedness; provided that in any such Collateral Asset Sale Offer, all First Lien Obligations properly tendered for purchase will be purchased before any Notes or Pari Passu Indebtedness is purchased. To
the extent that the aggregate amount of First Lien Obligations, Notes and Pari Passu Secured Indebtedness tendered pursuant to a Collateral Asset Sale Offer is less than the Collateral Excess Proceeds, TCEH and/or any of its Restricted Subsidiaries
may use any remaining Collateral Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of First Lien Obligations, Notes and Pari Passu Secured Indebtedness
surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds, then all First Lien Obligations properly tendered for purchase shall be purchased, and, any remaining Collateral Excess Proceeds shall be applied to purchase the
Notes and any other Pari Passu Secured Indebtedness properly tendered for purchased on a pro rata basis, based on the accreted value or principal amount of the Notes or such other Pari Passu Secured Indebtedness tendered. 

(e) TCEH may, at its option, make a Collateral Asset Sale Offer using proceeds from any Asset Sale of
Collateral at any time after consummation of such Asset Sale; provided that such Collateral Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of such Collateral Asset Sale Offer, any Net
Proceeds not required to be used to purchase First Lien Obligations, Notes and Pari Passu Secured Indebtedness shall not be deemed Collateral Excess Proceeds. 

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are
in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register
the transfer of any Notes or portion of Notes selected for redemption, except for the unredeemed portion of any Notes being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed. 
 (10) PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

(11) AMENDMENT, SUPPLEMENT AND WAIVER.
The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 
 (12)
DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or
the Required Holders of at least 30% in aggregate principal amount of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the Required Debt may direct the Trustee in its exercise of

  

 A-6 








 
any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional
Interest, if any, or interest) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Required Debt by notice to the Trustee may on behalf of the Holders of all of the
Required Debt waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. The Issuer and each
Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after
becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 

(13) AUTHENTICATION. This Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 

(14) ADDITIONAL RIGHTS OF HOLDERS OF
RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of October 6, 2010, among the Issuer, the Guarantors named therein and the other
parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest, if any (as defined in the Registration Rights Agreement). 

(15) GOVERNING LAW. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 (16) CUSIP/ISIN NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture, the
Registration Rights Agreement and/or the Security Documents. Requests may be made to the Issuer at the following address: 
  

			
	c/o Texas Competitive Electric Holdings Company LLC
	Energy Plaza
	1601 Bryan Street
	Dallas, Texas 75201-3411
	 Facsimile No.:
	 	 (214) 812-6032

		 	 (214) 812-4097

	c/o TCEH Finance, Inc.
	Energy Plaza
	1601 Bryan Street
	Dallas, Texas 75201-3411
	 Facsimile No.:
	 	 (214) 812-6032

		 	 (214) 812-4097


  

 A-7 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

(I) or (we) assign and transfer this Note to: ________________________________________________________________________ 

                       
         (Insert assignee’s legal name) 

___________________________________________________________________________________________________________ 

(Insert assignee’s Soc. Sec. or tax I.D. no.) 

___________________________________________________________________________________________________________ 

___________________________________________________________________________________________________________ 

___________________________________________________________________________________________________________ 

___________________________________________________________________________________________________________ 

(Print or type assignee’s name, address and zip code) 

and irrevocably appoint __________________________________________________________________ to transfer this Note on the books of the
Issuer. The agent may substitute another to act for him. 
 Date: ___________________ 

			
		
	 Your Signature 
	 	 
		 	 (Sign exactly as your name appears on the face of this Note)




Signature
Guarantee*: _____________________________ 

 

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).



  

 A-8 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10(d), 4.10(h) or 4.14 of the
Indenture, check the appropriate box below: 
  

					
	  ̈ Section 4.10(d)
	 	  ̈ Section 4.10(h)
	 	  ̈ Section 4.14



If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10(d), 4.10(h) or
Section 4.14 of the Indenture, state the amount you elect to have purchased: 
 $_______________ 

Date: _____________________ 

 

			
	 Your Signature: 
	 	 
		 	 (Sign exactly as your name appears on the face of this Note)




			
		
	 Tax Identification No.: 
	 	 



Signature
Guarantee*: _____________________________ 

 

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).



  

 A-9 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE1 

The initial outstanding principal amount of this Global Note is $_____________. The following exchanges of a part of this
Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal
Amount	  	Amount of increase
in Principal
Amount of this
Global Note	  	Principal Amount
of this Global
Note following
each decrease or
increase	  	Signature of
authorized officer
of Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	1
	 This schedule should be included only if the Senior Secured Note is issued in global form. 



 

 A-10 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
  

			
	Texas Competitive Electric Holdings Company LLC
	Energy Plaza
	1601 Bryan Street
	Dallas, Texas 75201-3411
	Facsimile No.:	  	(214) 812-6032
		  	(214) 812-4097
	
	TCEH Finance, Inc.
	Energy Plaza
	1601 Bryan Street
	Dallas, Texas 75201-3411
	Facsimile No.:	  	(214) 812-6032
		  	(214) 812-4097

 The Bank of New York Mellon Trust Company,
N.A. 
 Corporate Trust Division 
 601
Travis Street – 16th Floor 
 Houston, TX 77002 

Facsimile No.: (713) 483-6954 
 Attention:
TCEH Trustee 
  

	Re:	 15% Senior Secured Second Lien Notes due 2021 



Reference is hereby made to the Indenture, dated as of October 6, 2010 (the “Indenture”), among
Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $__________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection
with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 

 

 B-1 








 2.  ̈
Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 

3.  ̈ Check and complete if Transferee will take
delivery of a beneficial interest in the Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable
to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one): 
 (a)
 ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

OR 

(b)  ̈ such Transfer is being effected to the Issuer or a
subsidiary thereof; 
 OR 

(c)  ̈ such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 

4.  ̈ Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 

(a)  ̈ Check if Transfer is Pursuant to
Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture. 
  

 B-2 








 (b)  ̈
Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(c)  ̈ Check if Transfer is Pursuant to Other
Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. 

 

			
	 [Insert Name of Transferor]

		
	 By:
	 	 
		 	 Name:

		 	 Title:




Dated: _______________________ 
  

 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

					
	1.	  	The Transferor owns and proposes to transfer the following:
	
	[CHECK ONE OF (a) OR (b)]
		
	(a)	  	 ̈ a beneficial interest in the:
			
		  	(i)	  	 ̈ 144A Global Note (CUSIP [             ]
[             ]), or
			
		  	(ii)	  	 ̈ Regulation S Global Note (CUSIP [             ]
[             ]), or
		
	(b)	  	 ̈ a Restricted Definitive Note.
		
	2.	  	After the Transfer the Transferee will hold:
	
	[CHECK ONE]
		
	(a)	  	 ̈ a beneficial interest in the:
			
		  	(i)	  	 ̈ 144A Global Note (CUSIP [             ]
[             ]), or
			
		  	(ii)	  	 ̈ Regulation S Global Note (CUSIP [             ]
[             ]), or
			
		  	(iii)	  	 ̈ Unrestricted Global Note (CUSIP [             ]
[             ]);
		
	or	  	
		
	(b)	  	 ̈ a Restricted Definitive Note; or
		
	(c)	  	 ̈ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.


 

 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 

Texas Competitive Electric Holdings Company LLC 

Energy Plaza 
 1601 Bryan Street 

Dallas, Texas 75201-3411 

			
	Facsimile No.:	 	(214) 812-6032
		 	(214) 812-4097

 TCEH Finance, Inc. 

Energy Plaza 
 1601 Bryan Street 

Dallas, Texas 75201-3411 

			
	Facsimile No.:	 	(214) 812-6032
		 	(214) 812-4097

 The Bank of New York Mellon Trust Company,
N.A. 
 Corporate Trust Division 
 601
Travis Street – 16th Floor 
 Houston, TX 77002 

Facsimile No.: (713) 483-6954 
 Attention:
TCEH Trustee 
  

	Re:	 15% Senior Secured Second Lien Notes due 2021 



Reference is hereby made to the Indenture, dated as of October 6, 2010 (the “Indenture”), among
Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

____________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s]
specified herein, in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note  

(a)  ̈ Check if Exchange is from beneficial interest in
a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States. 
  

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 (b)  ̈
Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(c)  ̈ Check if Exchange is from Restricted Definitive
Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)
 ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes  
 (a)
 ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act. 
 (b)  ̈
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
 ̈ 144A Global Note  ̈ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

 

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 This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and are dated             . 
  

			
	 [Insert Name of Transferor]

		
	 By:
	 	 
		 	 Name:

		 	 Title:




Dated: _______________________ 
  

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 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 

Supplemental Indenture (this “Supplemental Indenture”), dated as of _____________, among
________________ (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”). 

W I T N E S S E T H 

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an Indenture (the
“Indenture”), dated as of October 6, 2010, providing for the issuance of an unlimited aggregate principal amount of 15% Senior Secured Second Lien Notes due 2021 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to
the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the
Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture. 
 2. AGREEMENT TO
GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows: 
 (a) Along with all Guarantors
named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: 
 (i) the
principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

 

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 (ii) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a
guarantee of collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 

(d) Except as set forth in Section 5 hereof, this Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the
Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and effect. 
 (f) The
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so
long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed
liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of
the obligations of 
  

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such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under
this Guarantee will not constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee
shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should
a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance
of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k) In
case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(l) This Guarantee shall be a general senior secured obligation of such Guaranteeing Subsidiary, ranking
equally in right of payment with all existing and future Indebtedness of the Guaranteeing Subsidiary, except to the extent such Indebtedness is expressly subordinated to the Obligations arising under a Guarantee, in which case the obligations of a
Guaranteeing Subsidiary under such Guarantee will rank senior in right of payment to such Indebtedness and will be effectively subordinated to all existing and future Indebtedness of the Guarantors that are either (1) secured by a Lien on the
Collateral that is senior or prior to the Second-Priority Liens securing a Guarantee, including first-priority Liens securing Obligations under the TCEH Senior Secured Facilities and any other First Lien Obligations (and any Permitted Liens) or
(2) secured by assets that are not part of the Collateral securing a Guarantee, in each case, to the extent of the value of the assets securing such Indebtedness. The Guarantees will be senior in right of payment to all existing and future
unsecured Indebtedness, to the extent of the value of the Collateral (after taking into consideration all first-priority Liens on the Collateral) of each Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of
Subsidiaries of the Issuer that do not Guarantee the Notes, if any. 
 (m) Each payment to be
made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the
Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
  

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 4. Merger, Consolidation or Sale of All or Substantially All Assets.

 (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing
Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of
its properties or assets, in one or more related transactions, to any Person unless: 
 (i) (A)
the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other
disposition will have been made is a corporation, partnership, limited partnership, limited liability partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of the Guaranteeing
Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor
Person”); 
 (B) the Successor Person, if other than the Guaranteeing Subsidiary,
expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Registration Rights Agreement and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or
instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such
transaction, no Default exists; and 
 (D) the Issuer shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 

(ii) the transaction is made in compliance with Section 4.10 of the Indenture; 

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and
be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may (i) merge into or transfer all or part of its properties and
assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary in the United States, any state thereof, the District of Columbia or any territory
thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. 

5. RELEASES. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally
released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 

(1) (A) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital
Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or sale of all or substantially all the assets of the Guaranteeing Subsidiary which sale,
exchange or transfer is made in compliance with the applicable provisions of the Indenture; 
  

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 (B) the release or discharge of the guarantee by the
Guaranteeing Subsidiary of the TCEH Senior Secured Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with
Section 4.08 of the Indenture and the definition of “Unrestricted Subsidiary” in the Indenture; or 

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with
Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 

6. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the
Indenture, this Supplemental Indenture or any Security Document or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 7. GOVERNING
LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. 
 9. EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 

11. SUBROGATION. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against
the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that if an Event of Default has occurred and is continuing, the
Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in
full. 
 12. BENEFITS ACKNOWLEDGED. The Guaranteeing Subsidiary’s Guarantee
is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental
Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
  

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 13. SUCCESSORS. All agreements of the Guaranteeing Subsidiary
in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

  

 D-6 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written. 
  

			
	TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC
		
	By:	 	 
		 	Name:
		 	Title:
	
	TCEH FINANCE, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	[NAMES OF GUARANTORS]
		
	By:	 	 
		 	Name:
		 	Title:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 
		 	Name:
		 	Title:
	
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	 
		 	Name:
		 	Title:


  

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