Item 1.01. Entry into a Material Definitive Agreement.
In connection with the existing accounts receivable securitization facility (the
"AR Facility"), on
On
Under the Repurchase Facility, Seller may request that Buyer transfer funds to Seller in exchange for a transfer of the Subordinated Note, with a simultaneous agreement by Seller to transfer funds to Buyer at a date certain or on demand in exchange for the return of the Subordinated Note (collectively, the "Transactions "). Buyer is not committed to enter into any Transactions. The Transactions are expected to have a term of one month, unless terminated earlier on demand by Seller or terminated by Buyer after an event of default. Under the Repurchase Facility, TXU Retail shall pay an interest rate margin equal to the London Interbank Offered Rate ("LIBOR"), plus 1.20%, with respect to amounts advanced by Buyer. Customary LIBOR replacement provisions are included in the Master Repurchase Agreement. TXU Retail also paid an upfront program fee in connection with the Repurchase Facility. Unless earlier terminated under the Master Repurchase Agreement and Framework Agreement, the Repurchase Facility will terminate concurrently with termination of the AR Facility.
In connection with the Repurchase Facility, the Originators have granted MUFG a
security interest in the Subordinated Note to secure their obligations under the
Framework Agreement and the Master Repurchase Agreement. In addition, pursuant
to a Guaranty, dated as
The Framework Agreement and the Master Repurchase Agreement contain customary
representations and warranties, affirmative and negative covenants, and events
of default and termination provisions, which provide that should any event of
default occur, Buyer may immediately take possession of the Subordinated Note
subject to an outstanding Transaction, sell the Subordinated Note and apply the
proceeds to amounts owing by Seller. Events of default include, but are not
limited to, failure to pay any amounts due under the Repurchase Facility,
breaches of any covenants, representations or warranties set forth in the
Framework Agreement and the Master Repurchase Agreement, failure of Buyer to
have a perfected security interest in the Subordinated Note and proceeds
thereof, or an event of default (or similar event) occurs under the AR Facility
or an event of default occurs under the Credit Agreement, dated as of
The foregoing descriptions of the PSA Amendment, the RPA Amendment, the Framework Agreement, the Master Repurchase Agreement, and the Subordinated Note do not purport to be complete and are qualified in their entirety by reference to the PSA Amendment (which includes the form of the Subordinated Note), the RPA Amendment, the Framework Agreement, and the Master Repurchase Agreement, copies of which are filed as Exhibits 4.1, 4.2, 10.1, and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 concerning the Company's direct financial obligations under Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Fourth Amendment to Purchase and Sale Agreement, dated as ofOctober 9, 2020 , amongTXU Energy Retail Company LLC , as an originator and servicer, the other originators named therein, andTXU Energy Receivables Company LLC , as purchaser. 4.2 Sixth Amendment to Receivables Purchase Agreement, dated as ofOctober 9, 2020 , amongTXU Energy Receivables Company LLC , as seller,TXU Energy Retail Company LLC , as servicer,Vistra Operations Company LLC , as performance guarantor, certain purchaser agents and purchasers named therein andCredit Agricole Corporate and Investment Bank , as administrator. 10.1 Master Framework Agreement, dated as ofOctober 9, 2020 , by and amongTXU Energy Retail Company LLC , as seller and seller party agent, certain originators name therein, andMUFG Bank, Ltd. , as buyer. 10.2 Master Repurchase Agreement, dated as ofOctober 9, 2020 , betweenTXU Energy Retail Company LLC andMUFG Bank, Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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