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ENERGY FUTURE COMPETITIVE HOLDINGS CO LLC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

June 25, 2014

Item 1.01. Entry into a Material Definitive Agreement.

EFIH First Lien Settlement

As previously disclosed, on May 6, 2014, EFIH and EFIH Finance Inc. (together, the "EFIH Debtors"), a direct, wholly owned subsidiary of EFIH, commenced an offer (the "EFIH First Lien Exchange Offer") to qualified holders of the EFIH Debtors' 6.875% Senior Secured Notes due 2017 (the "EFIH 6.875% First Lien Notes") and 10.00% Senior Secured Notes due 2020 (the "EFIH 10.00% First Lien Notes," and together with the EFIH 6.875% First Lien Notes, the "EFIH First Lien Notes") to voluntarily settle the EFIH Debtors' obligations under the EFIH First Lien Notes held by such holders (the "EFIH First Lien Non-RSA Settlement). On June 6, 2014, the Bankruptcy Court issued an order (the "Bankruptcy Court Order") approving such settlement and the EFIH First Lien DIP Facility (as defined below). As a result, pursuant to such settlement, on June 19, 2014, (i) each holder of EFIH First Lien Notes that validly tendered its EFIH First Lien Notes prior to 5:00 p.m., New York City time, on May 19, 2014, the early participation date in the EFIH First Lien Exchange Offer, accepted and received as payment in full of any claims arising out of its EFIH First Lien Notes, a principal amount of loans under the EFIH First Lien DIP Facility equal to 105.0% of the principal amount of the EFIH First Lien Notes held by such holder plus 101% of the accrued and unpaid interest through June 19, 2014 at the non-default rate on such principal and (ii) each holder that validly tendered its EFIH First Lien Notes after the early participation date and prior to 11:59 p.m., New York City time, on June 11, 2014, the expiration date of the EFIH First Lien Exchange Offer, accepted and received as payment in full of any claims arising out of its EFIH First Lien Notes, a principal amount of loans under the EFIH First Lien DIP Facility equal to 103.25% of the principal amount of the EFIH First Lien Notes held by such holder plus 101% of the accrued and unpaid interest through June 19, 2014 at the non-default rate on such principal. Approximately $0.42 billion of EFIH First Lien Notes (approximately 10% of the outstanding EFIH First Lien Notes) were exchanged and settled in connection with the EFIH First Lien Exchange Offer.

In addition, as previously disclosed, pursuant to the Restructuring Support and Lock-Up Agreement, dated April 28, 2014 (as amended), to which the EFIH Debtors are a party, certain holders of EFIH First Lien Notes (such holders, the "RSA EFIH First Lien Note Parties") holding, in the aggregate, approximately $1.26 billion of EFIH First Lien Notes (approximately 32% of the outstanding EFIH First Lien Notes) agreed to voluntary settlements with respect to the EFIH Debtors' obligations under the EFIH First Lien Notes held by the RSA EFIH First Lien Note Parties (the "EFIH First Lien RSA Settlement," and together with the EFIH First Lien Non-RSA Settlement, the "EFIH First Lien Settlement"). The Bankruptcy Court Order also approved the EFIH First Lien RSA Settlement. As a result, pursuant to the EFIH First Lien RSA Settlement, on June 19, 2014, each RSA EFIH First Lien Note Party accepted and received as payment in full of any claims arising out of its EFIH First Lien Notes, a principal amount of loans under the EFIH First Lien DIP Facility equal to 105.0% of the principal amount of the EFIH First Lien Notes held by such RSA EFIH First Lien Note Party plus 101% of the accrued and unpaid interest (including, with respect to the EFIH 6.875% First Lien Notes and certain of the EFIH 10.00% First Lien Notes, additional interest required under the related registration rights agreements) through June 19, 2014 at the non-default rate on such principal.

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EFIH First Lien DIP Facility

On June 19, 2014, the EFIH Debtors entered into a $5.4 billion first-lien debtor-in-possession financing facility (the "EFIH First Lien DIP Facility") with the lenders party thereto and Deutsche Bank AG New York Branch, as administrative and collateral agent. Approximately $1.8 billion of loans issued under the EFIH First Lien DIP Facility were issued directly to holders of EFIH First Lien Notes in exchange for such notes in the EFIH First Lien Settlement. The remaining loans issued under the EFIH First Lien DIP Facility were issued for cash, and the net proceeds of such issuance totaled approximately $3.6 billion. Approximately $2.4 billion of such net cash proceeds were used to repay, pursuant to the Bankruptcy Court Order, on June 19, 2014, all remaining outstanding EFIH First Lien Notes (including accrued but unpaid interest at the non-default contract rate) held by the non-settling holders of EFIH First Lien Notes (without the payment of any alleged premium, makewhole or similar amount). The remaining net cash proceeds (approximately $1.1 billion) will be held by EFIH and are expected to be used, together with the net cash proceeds of the proposed offering of second lien subordinated debtor-in-possession notes by the EFIH Debtors and cash on hand, subject to the approval of the Bankruptcy Court, for the EFIH Debtors' proposed and previously disclosed settlement and repayment of their second lien notes and for other general corporate purposes.

The principal amounts outstanding under the EFIH First Lien DIP Facility will bear interest based on applicable LIBOR or base rates plus 3.25% or as otherwise provided in the EFIH First Lien DIP Facility. The EFIH First Lien DIP Facility will mature on June 19, 2016. The EFIH First Lien DIP Facility is a non-amortizing loan that may, subject to certain limitations, be voluntarily prepaid by the EFIH Debtors, in whole or in part, without any premium or penalty. . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the headings "EFIH First Lien DIP Facility" and "Security Documents" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

EFIH First Lien Disclosures

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

TCEH DIP Amendments Disclosures

The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

Item 8.01 Other Events.

Amendments to the TCEH DIP Credit Agreement

On May 5, 2014, EFCH, TCEH, and the subsidiaries of TCEH that are Debtors in the Chapter 11 Cases (the "TCEH Debtors"), entered into a Senior Secured, Super-Priority Credit Agreement with the lenders party thereto and Citibank, N.A., as administrative and collateral agent (the "TCEH DIP Credit Agreement"). The TCEH DIP Credit Agreement is filed as an exhibit to the Current Report on Form 8-K filed by EFH Corp., EFIH and EFCH with the Securities and Exchange Commission on May 7, 2014.

On May 13, 2014, the TCEH Debtors entered into the First Amendment to the TCEH DIP Credit Agreement (the "First TCEH DIP Amendment"), which included, among other things (defined terms used in the description below have the meanings assigned to them in the First TCEH DIP Amendment), amendments to the definitions of Applicable ABR Margin and Applicable LIBOR Margin and a reduction of the minimum amount for certain assignments.

On June 12, 2014, the TCEH Debtors entered into the Second Amendment to the TCEH DIP Credit Agreement (the "Second TCEH DIP Amendment"), which included, among other things (defined terms used in the description below have the meanings assigned to them in the Second TCEH DIP Amendment), amendments to the definitions of Acceptable Reorganization Plan, Disclosure Statement, and Excluded Collateral, amendments to provisions related to certain bankruptcy-related matters and related amendments to the Security Agreement for the benefit of the secured parties under the TCEH DIP Credit Agreement.

The above description of the First TCEH DIP Amendment and Second TCEH DIP Amendment is qualified in its entirety by reference to the First TCEH DIP Amendment and Second TCEH DIP Amendment, which are attached hereto as Exhibits 10(d) and 10(e), respectively, and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10(a) Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of June 19, 2014, among the EFIH Debtors, the lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, Citibank, N.A., Bank of America, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents, Barclays Bank PLC, Royal Bank of Canada and Union Bank, N.A., as Co-Documentation Agents, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, RBC Capital Markets and Union Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Loop Capital Markets, LLC and Williams Capital Group, LLC, as Co-Managers. 10(b) Pledge Agreement, dated as of June 19, 2014, by and among the EFIH Debtors and Deutsche Bank AG New York Branch, as collateral agent. 10(c) Security Agreement, dated as of June 19, 2014, by and among the EFIH Debtors and Deutsche Bank AG New York Branch, as collateral agent. 10(d) Amendment No. 1 to the TCEH DIP Credit Agreement, dated May 13, 2014, among the TCEH Debtors and the other parties thereto. 10(e) Amendment No. 2 to the TCEH DIP Credit Agreement, dated June 12, 2014, among the TCEH Debtors and the other parties thereto. 5



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