TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC AND TCEH FINANCE, INC. AND EACH OF THE GUARANTORS PARTY HERETO FIRST SUPPLEMENTAL INDENTURE Dated as of December 6, 2007 To the Indenture dated as of October 31, 2007 THE BANK OF NEW YORK TRUSTEE

Exhibit 4.1

EXECUTION VERSION

________________________________________________________________________________

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

AND

TCEH FINANCE, INC.

AND EACH OF THE GUARANTORS PARTY HERETO

________________________________________________

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 6, 2007

To the Indenture dated as of October 31, 2007

________________________________________________

THE BANK OF NEW YORK

TRUSTEE

__________________________________________________

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of December 6, 2007, among Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company, and TCEH Finance, Inc., a Delaware corporation (collectively, the “Issuer”), the Guarantors party hereto and The Bank of New York, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors (as defined in the Existing Indenture referred to below) and the Trustee have entered into an Indenture, dated as of October 31, 2007 (the “Existing Indenture”), providing for the issuance of an unlimited amount of the Issuer’s 10.25% Senior Notes due 2015 (the “Existing Cash Pay Notes”), of which $3,000,000,000 aggregate principal amount was issued on October 31, 2007 (the “Initial Existing Cash Pay Notes”);

WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Issuer, the Guarantors and the Trustee may amend the Existing Indenture to provide for the issuance of additional Cash Pay Notes or additional series of debt of the Issuer constituting Required Debt in accordance with the Existing Indenture; and`

WHEREAS, the Issuer has duly authorized the creation of an issue of $2,000,000,000 aggregate principal amount of 10.25% Senior Notes due 2015, Series B (the “Initial Series B Cash Pay Notes”) and the Issuer has duly authorized the creation of an issue of $1,750,000,000 aggregate principal amount of 10.50%/11.25% Senior Toggle Notes due 2016 (the “Initial Toggle Notes”);

WHEREAS, the Issuer and the Guarantors desire to amend the Existing Indenture to provide for the issuance of the Initial Series B Cash Pay Notes and to provide for the issuance of the Initial Toggle Notes;

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 all Persons who are now or hereafter become Holders of Notes, hereby enter into this First Supplemental Indenture and agree as follows:

Section 1. DEFINITIONS.

1.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.

1.2 For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof and (ii) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Existing Indenture.

1.3 The definition of “Definitive Note” shall be deleted and replaced with the following:

“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 ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3, as applicable, 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.

Section 2. CHANGES TO CERTAIN PROVISIONS

2.1 Amendments to Article 1. The following paragraphs shall be added to Section 1.01 and replace any existing definitions (as applicable) in the Existing Indenture prior to the date hereof:

“144A Global Note” means a Global Note substantially in the form of Exhibit A-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) hereto, as the case may be, 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 Senior Notes sold in reliance on Rule 144A.

“Additional Existing Cash Pay Notes” means additional Existing Cash Pay Notes (other than Initial Existing Cash Pay Notes and Exchange Notes issued in exchange for such Initial Existing Cash Pay 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 Existing Cash Pay Notes.

“Additional Notes” means Additional Existing Cash Pay Notes, Additional Series B Cash Pay Notes and Additional Toggle Notes.

“Additional Series B Cash Pay Notes” means additional Series B Cash Pay Notes (other than Initial Series B Cash Pay Notes and Exchange Notes issued in exchange for such Initial Series B Cash Pay 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 Series B Cash Pay Notes.

“Additional Toggle Notes” means additional Toggle Notes (other than the Initial Toggle Notes, any PIK Notes issued as a result of a PIK Payment on such Initial Toggle Notes and Exchange Notes issued in exchange for such Initial Toggle Notes and such PIK 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 Toggle Notes.

“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) (A) with respect to a Cash Pay Note, the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Cash Pay Note at November 1, 2011 (such redemption price determined as set forth in the table appearing under Section 3.07(d) hereof), plus (ii) all required interest payments due on such Cash Pay Note through November 1, 2011 (excluding accrued but unpaid interest 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 Cash Pay Note, or

(B) with respect to a Toggle Note, the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Toggle Note at November 1, 2012 (such redemption price being set forth in the table appearing under Section 3.07(h) hereof), plus (ii) all required interest payments (calculated based on the cash interest rate payable on the Toggle Notes) due on such Toggle Note through November 1, 2012 (excluding accrued but unpaid interest 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 Toggle Note.

“Cash Interest” has the meaning set forth in Exhibit A-3 hereto.

“Cash Pay Notes” means, collectively, (1) the Initial Existing Cash Pay Notes and any Additional Existing Cash Pay Notes and (2) the Initial Series B Cash Pay Notes and any Additional Series B Cash Pay Notes.

“Existing Cash Pay Notes” means the Initial Existing Cash Pay Notes and any Additional Existing Cash Pay Notes.

“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-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) hereto, as the case may be, 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.

“Initial Existing Cash Pay Notes” has the meaning set forth in the recitals hereto.

“Initial Notes” means the Initial Existing Cash Pay Notes, the Initial Series B Cash Pay Notes and the Initial Toggle Notes.

“Initial Series B Cash Pay Notes” has the meaning set forth in the recitals hereto.

“Initial Toggle Notes” has the meaning set forth in the recitals hereto.

“Issue Date” means the first date on which any Notes are issued pursuant to this Indenture, which was October 31, 2007.

“Notes” means the Initial Existing Cash Pay Notes, the Initial Series B Cash Pay Notes and the Initial Toggle Notes (including, in each case, 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 Existing Cash Pay Notes, Additional Series B Cash Pay Notes and Additional Toggle Notes that may be issued under this Indenture. The Existing Cash Pay Notes, the Series B Cash Pay Notes and the Toggle Notes (including, in each case, any Exchange Notes issued in exchange therefor) are separate series of Notes, but shall be treated as a single class for all purposes under this Indenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Offering Memorandum” means, as applicable, (1) the offering circular, dated October 24, 2007, relating to the sale of the Initial Existing Cash Pay Notes and (2) the offering circular, dated November 29, 2007, relating to the sale of the Initial Series B Cash Pay Notes and Initial Toggle Notes.

“Partial PIK Interest” has the meaning set forth in Exhibit A-3 hereto.

“PIK Interest” has the meaning set forth in Exhibit A-3 hereto.

“PIK Notes” means additional Toggle Notes issued under this Indenture on the same terms and conditions as the Toggle Notes in connection with a PIK Payment. For purposes of this Indenture, all references to “PIK Notes” shall include the Related PIK Notes.

“PIK Payment” means an interest payment with respect to the Toggle Notes made by increasing the outstanding principal amount of the Toggle Notes or issuing PIK Notes.

“Registration Rights Agreement” means, as applicable, (1) the Registration Rights Agreement relating to the Initial Existing Cash Pay Notes, dated as of the Issue Date among the Issuer, the Guarantors and the Initial Purchasers, (2) the Registration Rights Agreement relating to the Initial Series B Cash Pay Notes, dated as of the date of the First Supplemental Indenture, among the Issuer, and the other parties thereto, (3) the Registration Rights Agreement relating to the Initial Toggle Notes, dated as of the date of the First Supplemental Indenture, among the Issuer and the other parties thereto and (4) 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 Permanent Global Note” means a permanent Global Note in the form of Exhibit A-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 hereto (in the case of the Series B Cash Pay Notes) or Exhibit A-3 hereto (in the case of the Toggle Notes) 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 of the Regulation S Temporary Global Note of the applicable series upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 hereto (in the case of the Series B Cash Pay Notes) or Exhibit A-3 hereto (in the case of the Toggle Notes) hereto, bearing the Global Note Legend, the Private Placement Legend, the Regulation S Temporary Global Note 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 of the Notes of the applicable series initially sold in reliance on Rule 903.

“Related PIK Notes” means, with respect to a Toggle Note, (i) each PIK Note issued in connection with a PIK Payment on such Toggle Note and (ii) each additional PIK Note issued in connection with a PIK Payment on a Related PIK Note with respect to such Toggle Note.

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

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

(2) the Senior Term Loans under the TCEH Senior Interim Facility (excluding any Senior Term Loans held by Defaulting Lenders (as defined in the TCEH Senior Interim Facility),

(3) the Senior Notes (as defined in the TCEH Senior Interim Facility), and

(4) any other senior unsecured securities issued by the Issuer to refinance or replace any of the items described in clauses (2) and (3) of this definition (including any additional securities of the same series)

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 clauses (2) through (4) 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 Existing Cash Pay Notes, the Series B Cash Pay Notes or the Toggle Notes, Required Debt shall mean the Existing Cash Pay Notes, the Series B Cash Pay Notes or the Toggle Notes, as the case may be, voting as a single class and the debt described in clauses (1) through (4) voting as a single class, and (c) if any amendment, waiver or other action would affect (i) only the Notes, with equal effect on each series of the Cash Pay Notes and the Toggle Notes, (ii) only the Existing Cash Pay Notes, (iii) only the Series B Cash Pay Notes or (iv) only the Toggle Notes, Required Debt shall mean the Notes, the Existing Cash Pay Notes, the Series B Cash Pay Notes or the Toggle Notes, as the case may be, voting as a single class without the debt described in clauses (2) through (4).

“Series B Cash Pay Notes” means the Initial Series B Cash Pay Notes and any Additional Series B Cash Pay Notes.

“Tax Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be placed on all Series B Cash Pay Notes (if applicable) and all Toggle Notes (if applicable) issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Toggle Notes” means the Initial Toggle Notes, any Additional Toggle Notes and any Related PIK Notes issued in respect of any Toggle Notes (and any increase in the principal amount of any of the foregoing) as a result of a PIK Payment. For purposes of this Indenture, all references to “principal amount” of the Toggle Notes shall include any PIK Notes issued in respect thereof (and any increase in the principal amount thereof) as a result of a PIK Payment.

“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 (x) November 1, 2011, in the case of Cash Pay Notes, and (y) November 1, 2012, in the case of Toggle Notes; provided, however, that if the period from the Redemption Date to November 1, 2011 or November 1, 2012, as the case may be, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) attached 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 Global Notes that do not bear and are not required to bear the Private Placement Legend.

2.2

Amendments to Article 2.

2.2.1

Paragraph (a) of Section 2.01 shall be deleted and replaced with the following:

“(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) 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, subject to the issuance of certificated PIK Notes as set forth in Exhibit A-3.”

2.2.2

Paragraph (b) of Section 2.01 shall be deleted and replaced with the following:

“(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) hereto (including, in each case, 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-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) attached 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.”

2.2.3

The fourth paragraph of paragraph (d) of Section 2.01 shall be deleted and replaced with the following:

“Additional Notes of any series ranking paripassu with the Initial Notes of such series 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 of such series and shall have the same terms as to status, redemption or otherwise as the Initial Notes of such series; provided that the Issuer’s ability to issue Additional Notes shall be subject, among other things, to the Issuer’s compliance with Section 4.09 hereof; providedfurther that in connection with the payment of PIK Interest, the Issuer may, without the consent of the Holders (and without regard to any restrictions or limitations set forth in Section 4.09 hereof), increase the outstanding principal amount of the Toggle Notes or issue PIK Notes. The Existing Cash Pay Notes, the Series B Cash Pay Notes and the Toggle Notes are each a separate series of Notes but will be treated as a single class of securities under this Indenture, except as otherwise stated herein. As a result, Holders of each series of Notes will not have separate rights to, among other things, give notice of Defaults or to direct the Trustee to exercise remedies during an Event of Default or otherwise. Except as otherwise stated herein, the Notes offered by the Issuer, any PIK Notes and any Additional Notes subsequently issued under this Indenture will 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 PIK Notes and any Additional Notes that are actually issued, and references to “principal amount” of the notes includes and increases in the principal amount of the outstanding Notes as a result of a PIK Payment. 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. As a result, Holders of the Notes will not have separate rights to, among other things, give notice of Defaults, direct the Trustee to exercise remedies during an Event of Default or otherwise or vote for amendments and waivers.”

2.2.4

Section 2.02 shall be deleted and replaced with the following:

“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-1 (in the case of the Existing Cash Pay Notes), Exhibit A-2 (in the case of the Series B Cash Pay Notes) or Exhibit A-3 (in the case of the Toggle Notes) attached hereto, as the case may be, 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 Existing Cash Pay Notes specified in such Issuer Authentication Order. On the date of this First Supplemental Indenture, the Trustee shall, upon receipt of an Issuer Authentication Order, authenticate and deliver the Initial Series B Cash Pay Notes and the Initial Toggle Notes. 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, Exchange Notes or PIK Notes (or increases in the principal amount of any Toggle Notes) as a result of a PIK Payment, for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes, Exchange Notes or PIK Notes (or increases in the principal amount of such Toggle Notes).

On any Interest Payment Date on which the Issuer pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1,000, for the relevant interest period on the principal amount of such Global Note as of the relevant Record Date, for such Interest Payment Date, to the credit of the Holders on such Record Date, prorata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such increase. On any Interest Payment Date on which the Issuer pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1.00.

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.”

2.2.5

The following paragraph will be added to Section 2.06(g):

“(iv) Tax Legend. The Global Note with respect to the Series B Cash Pay Notes and the Toggle Notes and each Definitive Note with respect to the Series B Cash Pay Notes and the Toggle Notes 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. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, CLOSING 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, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ATTENTION: GENERAL COUNSEL.”

2.3

Amendments to Article 3.

2.3.1

Section 3.01 shall be deleted and replaced with the following:

“If the Issuer elects to redeem the Existing Cash Pay Notes, the Series B Cash Pay Notes or the Toggle Notes, as the case may be, pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days 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 such Cash Pay Notes or Toggle Notes, as the case may be, to be redeemed and (iv) the redemption price.”

2.3.2

The first paragraph of paragraph (a) of Section 3.02 shall be deleted and replaced with the following:

“If less than all of the Existing Cash Pay Notes, the Series B Cash Pay Notes or the Toggle Notes, as the case may be, 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 prorata basis to the extent practicable or (c) by lot or such similar method in accordance with the procedures of DTC.”

2.3.3

Paragraph (i) of Section 3.03 shall be deleted and replaced with the following:

“(i) if in connection with a redemption of either series of Cash Pay Notes pursuant to Section 3.07(b) hereof or a redemption of Toggle Notes pursuant to Section 3.07(f), any condition to such redemption.”

2.3.4

Section 3.04 shall be deleted and replaced with the following:

“Once notice of redemption is mailed 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 Section 3.07(b), in the case of either series of Cash Pay Notes, and Section 3.07(f), in the case of Toggle Notes). 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.”

2.3.5

Section 3.06 shall be deleted and replaced with the following:

“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 of the same series 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 Existing Cash Pay Note, Series B Cash Pay Note and Toggle Note (other than PIK Notes) will 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.”

2.3.6

Section 3.07 shall be deleted and replaced with the following:

(a) At any time prior to November 1, 2011, the Issuer may redeem all or a part of each series of Cash Pay Notes at a redemption price equal to 100% of the principal amount of the Cash Pay Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption (the “Redemption Date”), subject to the right of Holders of such Cash Pay Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Prior to November 1, 2010, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of each series of Cash Pay Notes at a redemption price equal to 110.250% 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 such Cash Pay 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 such series of Cash Pay Notes and any Additional Cash Pay Notes of such series issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; providedfurther 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 Cash Pay Notes will not be redeemable at the Issuer’s option prior to November 1, 2011.

(d) From and after November 11, 2011, the Issuer may redeem each series of Cash Pay Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Cash Pay 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 such Cash Pay 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 November 1 of each of the years indicated below:

Year	Percentage
2011		105.125	%
2012		102.563	%
2013 and thereafter		100.000	%

(e) At any time prior to November 1, 2012, the Issuer may redeem all or a part of the Toggle Notes at a redemption price equal to 100% of the principal amount of the Toggle Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Toggle Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(f) Prior to November 1, 2010, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Toggle Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption

Date, subject to the right of Holders of Toggle 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 Toggle Notes issued under the Indenture and the original principal amount of any Additional Toggle Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

(g) Except pursuant to clause (e) and (f) of this Section 3.07, the Issuer will not be entitled to redeem Toggle Notes at its option prior to November 1, 2012.

(h) On and after November 1, 2012, the Issuer may redeem the Toggle Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Toggle Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Toggle 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 November 1 of each of the years indicated below:

Year	Percentage
2012		105.250	%
2013		103.500	%
2014		101.750	%
2015 and thereafter		100.000	%

(i) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.”

2.3.7

Section 3.08 shall be deleted and replaced with the following:

“Except as set forth in Section 4.01 hereof with respect to the Toggle Notes, the Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.”

2.4

Amendments to Article 4.

2.4.1

Section 4.01 shall be deleted and replaced with the following:

“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, including Cash 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. PIK Interest shall be considered paid on the date due if the Trustee is directed on or prior to such date to issue PIK Notes or increase the principal amount of the applicable Toggle Notes, in each case in an amount equal to the amount of the applicable PIK Interest.

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable 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.

At the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the First Supplemental Indenture (each, an “Optional Interest Repayment Date”), the Issuer may pay in cash, without duplication, all accrued and unpaid interest, if any, and all accrued but unpaid “original issue discount” (as defined in Section 1273(a)(1) of the Code) on the Toggle Notes then outstanding up to, in the aggregate, the Optional Interest Repayment Amount (each such redemption, an “Optional Interest Repayment”). The “Optional Interest Repayment Amount” shall mean, as of each Optional Interest Repayment Date, the excess, if any, of (a) the aggregate amount of accrued and unpaid interest and all accrued and unpaid “original issue discount” (as defined in Section 1273(a)(1) of the Code) with respect to the Toggle Notes, over (b) an amount equal to the product of (i) the “issue price” (as defined in Sections 1273(b) and 1274(a) of the Code) of the Toggle Notes multiplied by (ii) the “yield to maturity” (as defined in the Treasury Regulation Section 1.1272-1(b)(1)(i)) of the Toggle Notes, minus (c) $50,000,000.

On May 1, 2016, the Issuer will repay in full in U.S. Dollars an amount of Toggle Notes equal to $50,000,000, which shall be made on a pro rata basis based on the aggregate principal amount of Toggle Notes outstanding. Prepayments of Toggle Notes made pursuant to the preceding sentence shall be made on a pro rata basis based on the aggregate principal amount of Toggle Notes outstanding.”

2.5

Amendments to Article 9.

2.5.1

Clause (11) of Section 9.01 shall be deleted and replaced with the following:

“(11) to conform the text of this Indenture, the Guarantees or the Notes to anyprovision of the “Description of Notes” section of the applicable Offering Memorandum to theextent that such provision in the “Description of Notes” is intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes;”

2.5.2

The following clause (14) shall be added to the first paragraph of Section 9.01:

“(14) in the event that PIK Notes are issued in certificated form, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes.”

2.6

Amendments to Exhibits.

2.6.1

Exhibit A-1 of the Existing Indenture shall be deleted and replaced with Exhibit A-1 to this First Supplemental Indenture.

2.6.2

Exhibits A-2 and A-3 to this First Supplemental Indenture shall be added to the Existing Indenture.

2.6.3

Exhibits B, C and D of the Existing Indenture shall be deleted and replaced with Exhibits B, C and D to this First Supplemental Indenture.

2.7	Other Amendments

All references in the Existing Indenture and the Initial Existing Cash Pay Notes to “Texas Competitive Electric Holdings Company LLC, a Texas limited liability company” and “TCEH Finance, Inc., a Texas corporation” are hereby deleted and replaced with “Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company” and “TCEH Finance, Inc., a Delaware corporation,” respectively.

Section 3.

RATIFICATION OF EXISTING INDENTURE; FIRST SUPPLEMENTAL INDENTURE PART OF EXISTING INDENTURE.

Except as expressly amended hereby, the Existing Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this First Supplemental Indenture by the Issuer, the Guarantors and the Trustee, this First Supplemental Indenture shall form a part of the Existing Indenture for all purposes, and the Issuer, the Guarantors, the Trustee and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Existing Indenture, whether within the Existing Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this First Supplemental Indenture (whether or not made), unless the context shall otherwise require.

Section 4.

NO EXCHANGE OF EXISTING NOTES REQUIRED.

The execution of this First Supplemental Indenture shall not require the exchange of or modification to the certificates representing Notes existing prior to the date hereof.

Section 5.

GOVERNING LAW.

THIS FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6.

COUNTERPARTS.

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 7.

EFFECT OF HEADINGS.

The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 8.

THE TRUSTEE.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.

Section 9.

BENEFITS OF FIRST SUPPLEMENTAL INDENTURE.

Nothing in this First Supplemental Indenture, the Existing Indenture or the Notes express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, any Paying Agent, any Registrar and the Holders any benefit of any legal or equitable right, remedy or claim under the Existing Indenture, this First Supplemental Indenture or the Notes.

Section 10.

SUCCESSORS.

All agreements of the Issuer in this First Supplemental Indenture shall bind its Successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

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

	TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC



	By:
	Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title: Treasurer and Assistant Secretary