EX-10.(d)



 Exhibit 10(d) 

EXECUTION VERSION 
 AMENDMENT
NO. 1, dated as of May 13, 2014 (this “Amendment”), among Energy Future Competitive Holdings Company LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“Parent Guarantor”),
Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“TCEH” or the “Borrower”), in a case pending under chapter 11 of the Bankruptcy Code, the
undersigned Lenders (as defined below) to the Credit Agreement referred to below, the other undersigned Credit Parties, Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent
(in such capacity, the “Collateral Agent”), the Letter of Credit Issuers, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding,
Inc., Barclays Bank PLC, RBC Capital Markets and Union Bank, N.A., (collectively, in such capacity, the “Amendment Arrangers”), as joint lead arrangers and joint bookrunners for this Amendment and the transactions contemplated
hereby. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to those terms in the Credit Agreement (as amended hereby). 

WHEREAS, Parent Guarantor, the Borrower, the lending institutions from time to time parties to the Credit Agreement (each a
“Lender” and, collectively, the “Lenders”), Citibank, N.A. as the Administrative Agent and Collateral Agent, the Letter of Credit Issuers, Deutsche Bank AG New York Branch, Bank of America, N.A., and Morgan Stanley
Senior Funding, Inc. as Co-Syndication Agents and Barclays Bank PLC, Royal Bank of Canada and Union Bank, N.A. as Co-Documentation Agents, are parties to the Senior Secured Superpriority Debtor-In Possession Credit Agreement, dated as of May 5,
2014 (the “Credit Agreement”); 
 WHEREAS, the parties hereto wish to enter into certain amendments, supplements or other
modifications to the Credit Agreement as provided herein, subject to the terms and conditions set forth below; 
 WHEREAS, the Borrower
wishes to appoint the Amendment Arrangers as joint lead arrangers and joint bookrunners for this Amendment and the transactions contemplated hereby; 

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1 Amendments. 

(a) Section 1.1 of the Credit Agreement is hereby amended to add the following defined term in the appropriate
alphabetical order: 
 “ “Amendment No. 1 Effective Date” shall mean May 13, 2014.” 

(b) The definition of “Applicable ABR Margin” in Section 1.1 of the Credit Agreement is hereby amended
to read in its entirety as follows: 







 “ “Applicable ABR Margin” shall mean at any date:
(x) prior to the Amendment No. 1 Effective Date, (a) with respect to each ABR Loan that is a Term Loan, 1.75% per annum, (b) with respect to each ABR Loan that is a Delayed-Draw Term Loan, 1.75% per annum
and (c) with respect to each ABR Loan that is a Revolving Credit Loan, 1.50% per annum and (y) from and after the Amendment No. 1 Effective Date, (a) with respect to each ABR Loan that is a Term Loan,
2.00% per annum, (b) with respect to each ABR Loan that is a Delayed-Draw Term Loan, 2.00% per annum and (c) with respect to each ABR Loan that is a Revolving Credit Loan, 1.50% per annum.” 

(c) The definition of “Applicable LIBOR Margin” in Section 1.1 of the Credit Agreement is hereby amended
to read in its entirety as follows: 
 “ “Applicable LIBOR Margin” shall mean at any date:
(x) prior to the Amendment No. 1 Effective Date, (a) with respect to each LIBOR Loan that is a Term Loan, 2.75% per annum, (b) with respect to each LIBOR Loan that is a Delayed-Draw Term Loan, 2.75% per
annum and (c) with respect to each LIBOR Loan that is a Revolving Credit Loan, 2.50% per annum and (y) from and after the Amendment No. 1 Effective Date, (a) with respect to each LIBOR Loan that is a Term Loan,
3.00% per annum, (b) with respect to each LIBOR Loan that is a Delayed-Draw Term Loan, 3.00% per annum and (c) with respect to each LIBOR Loan that is a Revolving Credit Loan, 2.50% per annum.” 

(d) Section 13.6(b)(ii)(A) of the Credit Agreement is hereby amended by deleting the text “$5,000,000”
and replacing it with “$1,000,000”. 
 Section 2 Representations and Warranties, No Default. The Borrower
represents and warrants to the Lenders as of the Amendment No. 1 Effective Date (as defined below): 
 (a) Subject to
the entry of the Orders and the terms thereof, each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or
other organizational action to authorize the execution, delivery and performance of this Amendment. Each Credit Party has duly executed and delivered this Amendment and, subject to the entry of the Orders and the terms thereof, this Amendment
constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or
affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law); and 

(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


  
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 Section 3 Conditions to Effectiveness of Amendment. 

(a) This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which
the Administrative Agent shall have received executed signature pages to this Amendment from the Required Lenders, the Parent Guarantor, the Borrower, each other Credit Party that is party to a Credit Document, Citibank, N.A., in its capacity as
Administrative Agent and Collateral Agent, the Letter of Credit Issuers and the Joint Lead Arrangers and Joint Bookrunners. 

(b) The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 1 Effective Date promptly
after the occurrence thereof. 
 Section 4 Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

Section 5 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE. 
 Section 6 Headings. The headings of this
Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 7
Notices. All communications and notices hereunder shall be given as provided in the Credit Agreement or, as the case may be, the Guarantee. 

Section 8 Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 Section 9 Successors. The terms of this Amendment shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 
 Section 10 Effect of
Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the other Secured Parties under the
Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such
agreement or any other Credit Document, and each Credit Party acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit
Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the


  
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Liens granted by it pursuant to the Security Documents. From and after the effective date of this Amendment, all references to the Credit Agreement in any Credit Document shall, unless expressly
provided otherwise, refer to the Credit Agreement as amended by this Amendment. In entering into this Amendment, each Lender has undertaken its own analysis and has not relied on any other Lender in making its decision to enter into this Amendment.

 Section 11 Joint Lead Arrangers and Joint Bookrunners. The Borrower hereby appoints the Amendment Arrangers to act,
and such parties hereby agree to act, as joint lead arrangers and joint bookrunners for this Amendment and the transactions contemplated hereby, and each will perform the duties customarily associated with such roles. The Borrower hereby agrees that
the appointment of the Amendment Arrangers hereunder and any activities by them in connection with this Amendment and the transactions contemplated hereby are subject to the indemnification provisions under Section 13.5 of the Credit
Agreement and such provisions are incorporated by reference herein, mutatis mutandis. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first above written. 
  

			
	 ENERGY FUTURE COMPETITIVE HOLDINGS

COMPANY LLC as Debtor and Debtor-in –

	 Possession,
 as Parent
Guarantor

		
	By:	 	 /s/ Anthony R. Horton

		 	Name: Anthony R. Horton
		 	Title: Treasurer
	
	 TEXAS COMPETITIVE ELECTRIC HOLDINGS

COMPANY LLC as Debtor and Debtor-in –

	 Possession,
 as the
Borrower

		
	By:	 	 /s/ Anthony R. Horton

		 	Name: Anthony R. Horton
		 	Title: Treasurer


 [Signature Page to Amendment No. 1] 







 
			
	4CHANGE ENERGY COMPANY
	4CHANGE ENERGY HOLDINGS LLC
	BIG BROWN 3 POWER COMPANY LLC
	BIG BROWN LIGNITE COMPANY LLC
	BIG BROWN POWER COMPANY LLC
	COLLIN POWER COMPANY LLC
	DECORDOVA POWER COMPANY LLC
	DECORDOVA II POWER COMPANY LLC
	EAGLE MOUNTAIN 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 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 RENEWABLES COMPANY LLC
	MARTIN LAKE 4 POWER COMPANY LLC
	MONTICELLO 4 POWER COMPANY LLC
	MORGAN CREEK 7 POWER COMPANY
	NCA RESOURCES DEVELOPMENT COMPANY LLC
	OAK GROVE MANAGEMENT COMPANY LLC
	OAK GROVE MINING COMPANY LLC
	OAK GROVE POWER COMPANY LLC
	SANDOW POWER COMPANY LLC
	TCEH FINANCE, INC.
	TEXAS COMPETITIVE ELECTRIC HOLDINGS 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
	VALLEY NG POWER COMPANY LLC
	VALLEY POWER COMPANY LLC, each as a Debtor and Debtor-in-Possession and a Guarantor
		
	By:	 	 /s/ Anthony R. Horton

		 	Name: Anthony R. Horton
		 	Title: Treasurer



  
 [Signature Page to
Amendment No. 1] 








 
			
	CITIBANK, N.A., as Administrative Agent,
	 Collateral Agent, Lender, General Letter of Credit

Issuer and RCT Letter of Credit Issuer

		
	By:	 	 /s/ Shane V. Azzara

		 	Name: Shane V. Azzara
		 	Title: Director



  
 [Signature Page to
Amendment No. 1] 








 
			
	 CITIGROUP GLOBAL MARKETS INC., as Joint

Lead Arranger and Joint Bookrunner

		
	By:	 	 /s/ Shane V. Azzara

		 	Name: Shane V. Azzara
		 	Title: Director



  
 [Signature Page to
Amendment No. 1] 








 
			
	 DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender and RCT Letter of Credit Issuer

		
	By:	 	 /s/ Markus M. Tarkington

		 	Name: Markus M. Tarkington
		 	Title: Director
		
	By:	 	 /s/ Lisa Wong

		 	Name: Lisa Wong
		 	Title: Vice President



  
 [Signature Page to
Amendment No. 1] 








 
			
	 DEUTSCHE BANK SECURITIES INC., as Joint

Lead Arranger and Joint Bookrunner

		
	By:	 	 /s/ Stan Cunningham

		 	Name: Stan Cunningham
		 	Title: Managing Director
		
	By:	 	 /s/ Jackson Merchant

		 	Name: Jackson Merchant
		 	Title: Managing Director



  
 [Signature Page to
Amendment No. 1] 








 
			
	 BANK OF AMERICA, N.A., as a Lender and RCT

Letter of Credit Issuer

		
	By:	 	 /s/ J. Lex Maultsby

		 	Name: J. Lex Maultsby
		 	Title: Managing Director



  
 [Signature Page to
Amendment No. 1] 








 
			
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED, as Joint Lead Arranger and
 Joint
Bookrunner

		
	By:	 	 /s/ Michael Dunne

		 	Name: Michael Dunne
		 	Title: Managing Director



  
 [Signature Page to
Amendment No. 1] 








 
			
	 MORGAN STANLEY SENIOR FUNDING, INC.,

as a Lender and RCT Letter of Credit Issuer

		
	By:	 	 /s/ Henrik Z. Sandstrom

		 	Name: Henrik Z. Sandstrom
		 	Title: Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 








 
			
	 MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arranger and Joint Bookrunner

		
	By:	 	 /s/ Henrik Z. Sandstrom

		 	Name: Henrik Z. Sandstrom
		 	Title: Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 








 
			
	 BARCLAYS BANK PLC, as a Lender and RCT

Letter of Credit Issuer

		
	By:	 	 /s/ Christopher R. Lee

		 	Name: Christopher R. Lee
		 	Title: Assistant Vice President



  
 [Signature Page to
Amendment No. 1] 








 
			
	 ROYAL BANK OF CANADA, as a Lender and

RCT Letter of Credit Issuer

		
	By:	 	 /s/ Frank Lambrinos

		 	Name: Frank Lambrinos
		 	Title: Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 








 
			
	RBC CAPITAL MARKETS, as Joint Lead
	Arranger and Joint Bookrunner
		
	By:	 	 /s/ Frank Lambrinos

		 	Name: Frank Lambrinos
		 	Title: Vice President



  
 [Signature Page to
Amendment No. 1] 








 
			
	 UNION BANK, N.A., as a Lender and RCT Letter

of Credit Issuer

		
	By:	 	 /s/ Eric Otieno

		 	Name: Eric Otieno
		 	Title: Vice President



  
 [Signature Page to
Amendment No. 1] 








 
			
	 UNION BANK, N.A., as Joint Lead Arranger and

Joint Bookrunner

		
	By:	 	 /s/ Eric Otieno

		 	Name: Eric Otieno
		 	Title: Vice President



  
 [Signature Page to
Amendment No. 1]