Energy Future Holdings Corp. and Energy Future Intermediate Holding Company LLC Announce Exchange Offers for Debt Securities of Energy Future Holdings Corp. and Texas Competitive Electric Holdings Company LLC and Related Consent

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DALLAS--(Business Wire)--
Energy Future Holdings Corp. ("EFH Corp.") announced today that it and its
direct, wholly owned subsidiary, Energy Future Intermediate Holding Company LLC
("EFIH"), and EFIH`s direct, wholly owned subsidiary, EFIH Finance Inc. ("EFIH
Finance" and, together with EFH Corp. and EFIH, the "Offerors"), are commencing
exchange offers (the "Exchange Offers") to exchange outstanding debt securities
listed in the table below (collectively, the "Old Notes") for up to $4.0 billion
of new senior secured notes to be issued by EFH Corp. and/or EFIH and EFIH
Finance (EFIH and EFIH Finance together, the "EFIH Offerors"), upon the terms
and subject to the conditions set forth in the prospectus relating to the
Exchange Offers (the "Prospectus") and the related Consent and Letter of
Transmittal. The purpose of the Exchange Offers is to reduce the outstanding
principal amount and extend the weighted average maturity of the long-term debt
of EFH Corp. and its subsidiaries.

Concurrent with the Exchange Offers, and upon the terms and subject to the
conditions more fully described in the Prospectus and the related Consent and
Letter of Transmittal, EFH Corp. is soliciting (the "Consent Solicitations")
consents (the "Consents") from holders of Consent Notes (as defined below) to
certain proposed amendments (the "Proposed Amendments"), which are summarized
below.

If the requisite Consents with respect to the 2017 Notes Indenture (as defined
below) are received, the Offerors will issue and exchange in the Exchange Offers
up to $4.0 billion aggregate principal amount of 9.75% Senior Secured Notes due
2019 of EFH Corp. (the "New EFH Senior Secured Notes") and/or 9.75% Senior
Secured Notes due 2019 of the EFIH Offerors (the "New EFIH Senior Secured Notes"
and, together with the New EFH Senior Secured Notes, the "New Senior Secured
Notes"). If the requisite Consents with respect to the 2017 Notes Indenture are
not received, the Offerors will issue and exchange in the Exchange Offers up to
$3.0 billion aggregate principal amount of New Senior Secured Notes. The maximum
principal amount of New Senior Secured Notes issuable in the Exchange Offers, in
either case, is referred to herein as the "Maximum Exchange Amount."

CUSIP/ISIN Outstanding Issuer Title of Old Acceptance Priority Level Total Exchange
Principal Notes Consideration Consideration
Amount if Tendered if Tendered
(in millions) at or Prior to After the
the Early Early
Tender Date Tender Date and at or Prior to the Expiration Date

873168 AL2 / US873168 AL29 $1,000 EFH Corp. 5.55% Series P Senior Notes due 2014 1 $710.00 $680.00

873168 AN8 / US873168 AN84 $750 EFH Corp. 6.50% Series Q Senior Notes due 2024 1 $475.00 $445.00
873168 AM0 / US873168 AM02

873168 AQ1 / US873168 AQ16 $750 EFH Corp. 6.55% Series R Senior Notes due 2034 1 $465.00 $435.00

292680 AD7 / US292680 AD70 $2,650 EFH Corp. 11.250%/12.000% Senior Toggle Notes due 2017 1 $660.00 $630.00

292680 AC9 / US292680 AC97 $2,000 EFH Corp. 10.875% Senior Notes due 2017 1 $745.00 $715.00
292680 AA3 / US292680 AA32

882330 AF0 / US882330 AF05 $3,000 Texas Competitive Electric Holdings Company LLC 10.25% Senior Notes due 2015 2 $720.00 $690.00
U88235 AC7 / USU88235 AC76 ("TCEH")
TCEH Finance, Inc.

882330 AG8 / US882330AG87 $2,000 TCEH 10.25% Senior Notes due 2015, Series B 2 $720.00 $690.00
TCEH Finance, Inc.
882330 AC7 / US882330 AC73

Upon the terms and subject to the conditions of the Exchange Offers, including
the acceptance priority levels described herein, the Maximum Exchange Amount and
the Priority Level 2 Cap (as defined below) and the possible prorations
resulting therefrom, in exchange for each $1,000 principal amount of Old Notes
validly tendered (and not validly withdrawn), the participating holders of Old
Notes will be eligible to receive the applicable consideration provided in the
table above. The applicable consideration will be payable 45% in New EFH Senior
Secured Notes and 55% in New EFIH Senior Secured Notes unless the requisite
Consents with respect to each of the Legacy Notes Indentures (as defined below)
are received, in which case, the applicable consideration will be payable
entirely in New EFH Senior Secured Notes. The Offerors will not accept any
tender of Old Notes that would result in the issuance of less than $2,000
principal amount of New EFH Senior Secured Notes or New EFIH Senior Secured
Notes to a participating holder. Furthermore, the aggregate principal amount of
New EFH Senior Secured Notes or New EFIH Senior Secured Notes issued to each
participating holder for all Old Notes validly tendered (and not validly
withdrawn) will be rounded down, if necessary, to $2,000 or the nearest whole
multiple of $1,000 in excess thereof. The rounded amount will be the principal
amount of New Senior Secured Notes a participating holder will receive, and no
additional cash will be paid in lieu of any principal amount of New Senior
Secured Notes not received as a result of such rounding down.

1.Terms of the Consent Solicitations

a.The Consent Notes

EFH Corp. is soliciting Consents with respect to:

* the Indenture, dated as of November 1, 2004, by and between EFH Corp. and The
Bank of New York Mellon ("BONYM"), as trustee, pursuant to which the 5.55%
Series P Senior Notes due 2014 were issued (the "Series P Notes Indenture");
* the Indenture, dated as of November 1, 2004, by and between EFH Corp. and
BONYM, as trustee, pursuant to which the 6.50% Series Q Senior Notes due 2024
were issued (the "Series Q Notes Indenture");
* the Indenture, dated as of November 1, 2004, by and between EFH Corp. and
BONYM, as trustee, pursuant to which the 6.55% Series R Senior Notes due 2034
were issued (the "Series R Notes Indenture" and, collectively with the Series P
Notes Indenture and the Series Q Notes Indenture, the "Legacy Notes Indentures,"
and the Old Notes issued thereunder, collectively, the "Legacy Notes"); and
* the Indenture, dated as of October 31, 2007, by and among EFH Corp., the
guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as
trustee, pursuant to which the 10.875% Senior Notes due 2017 and the
11.250%/12.000% Senior Toggle Notes due 2017 were issued, as amended and
supplemented by the first and second supplemental indentures thereto (the "2017
Notes Indenture," and the Old Notes issued thereunder, collectively, the "2017
Notes").

In this press release, the Legacy Notes and the 2017 Notes are collectively
referred to as the "Consent Notes," and the Legacy Notes Indentures and the 2017
Notes Indenture are collectively referred to as the "Consent Notes Indentures."

Consent Notes validly tendered pursuant to the Exchange Offers (and not validly
withdrawn) at or prior to the Consent Date (as defined below) will be deemed to
include Consents to the Proposed Amendments. Holders may not validly tender
Consent Notes in the Exchange Offers at or prior to the Consent Date without
delivering the related Consents in the Consent Solicitations, but holders may
tender Consent Notes after the Consent Date and at or prior to the Expiration
Date (as defined below) without delivering Consents with respect to such Consent
Notes. Holders tendering Consent Notes after the Early Tender Date (as defined
below) will not be eligible to receive the applicable Total Consideration for
such Consent Notes. Likewise, holders of Consent Notes may not deliver Consents
in the Consent Solicitations without validly tendering their Consent Notes in
the Exchange Offers at or prior to the Consent Date and may only validly revoke
Consents by validly withdrawing the previously tendered related Consent Notes at
or prior to the later of the Consent Date and the execution of the supplemental
indentures as to which such Consents relate.

b.Proposed Amendments; Waiver

The Proposed Amendments would eliminate substantially all of the restrictive
covenants and references thereto contained in the Consent Notes Indentures and
the Consent Notes, eliminate certain events of default, modify covenants
regarding mergers and consolidations, and modify or eliminate certain other
provisions, including the limitation on the incurrence of secured indebtedness
in the Legacy Notes Indentures and the limitation on the incurrence of
indebtedness and liens in the 2017 Notes Indenture, such that an unlimited
amount of secured debt could be issued by EFH Corp. under the terms of the
Consent Notes Indentures, and certain provisions relating to defeasance
contained in the 2017 Notes Indenture and the 2017 Notes which would otherwise
prevent a defeasance without, among other things, delivery of an opinion of
counsel confirming such defeasance does not constitute a taxable event. In
addition to the foregoing, execution and delivery of the Consent and Letter of
Transmittal will constitute an express waiver by a consenting holder of the
Consent Notes with respect to all claims against the Offerors and certain
affiliates of the Offerors of any breach, default or event of default that may
have arisen under the Consent Notes Indentures.

c.Requisite Consents

In order to be adopted with respect to a particular issue of Consent Notes, the
applicable Proposed Amendments must be consented to by the holders of at least a
majority of the outstanding aggregate principal amount of such issue of Consent
Notes, each voting as a separate class. However, the holders of both series of
the 2017 Notes will vote together as a single class, and, as a result, the
Proposed Amendments to the 2017 Notes Indenture must be consented to by the
holders of at least a majority of the outstanding aggregate principal amount of
both series of the 2017 Notes, voting together as a single class. EFH Corp. will
pay cash consideration for Consents as described below.

d.Consent Date

To deliver Consents pursuant to the Consent Solicitations, holders must validly
tender (and not validly withdraw) their Consent Notes, and thereby deliver
Consents related to such Consent Notes, at or prior to 5:00 p.m., New York City
time, on October 19, 2009 (such time and date, as the same may be extended by
EFH Corp., the "Consent Date"). If the requisite Consents with respect to an
issue of the Consent Notes are received and a supplemental indenture for such
Consent Notes is executed, EFH Corp. will pay to each holder that validly
delivers and does not validly revoke Consents in respect of such Consent Notes,
in addition to any applicable consideration payable to such holder pursuant to
the Exchange Offers, a cash consent payment of $2.50 per $1,000 principal amount
of such Consent Notes. Consent payments are not subject to proration. EFH
Corp.`s obligation to make consent payments is not conditioned upon consummation
of the Exchange Offers. However, the Proposed Amendments in any executed
supplemental indenture relating to the Consent Notes that were the subject of a
terminated exchange offer will not become operative with respect to such issue
of Consent Notes.

2.Terms of the Exchange Offers

a.Maximum Exchange Amount and Priority Level 2 Cap

The maximum aggregate principal amount of New Senior Secured Notes issuable in
the Exchange Offers will not exceed $4.0 billion; provided that if the requisite
Consents with respect to the 2017 Notes Indenture are not received, the maximum
aggregate principal amount of New Senior Secured Notes issuable in the Exchange
Offers will not exceed $3.0 billion. In addition, the aggregate principal amount
of New Senior Secured Notes issuable in the Exchange Offers for the Priority 2
Notes (as defined below) will not exceed $1.5 billion (the "Priority Level 2
Cap"). Subject to applicable law, the Offerors reserve the right, but are not
obligated, to increase or decrease the Maximum Exchange Amount and/or the
Priority Level 2 Cap. The terms of the Exchange Offers are described more fully
in the Prospectus and the related Consent and Letter of Transmittal.

b.Acceptance Priority

Subject to the terms and conditions of the Exchange Offers described in the
Prospectus, including the Maximum Exchange Amount and the Priority Level 2 Cap,
Old Notes validly tendered at or prior to the Early Tender Date (as defined
below) will have no priority in acceptance by the Offerors over Old Notes
validly tendered after the Early Tender Date and at or prior to the Expiration
Date (as defined below) other than pursuant to the following acceptance priority
levels:

* First, all validly tendered (and not validly withdrawn) Old Notes designated
in the table above as having an Acceptance Priority Level of 1 (collectively,
the "Priority 1 Notes") will be accepted unless doing so would cause the Maximum
Exchange Amount to be exceeded, in which case such Priority 1 Notes will be
accepted on a pro rata basis up to the greatest aggregate principal amount
practicable that does not cause the Maximum Exchange Amount to be exceeded, and
no Priority 2 Notes (as defined below) will be accepted for exchange; and
* Second, if the aggregate principal amount of Old Notes validly tendered (and
not validly withdrawn) by holders of Priority 1 Notes would not cause the
Maximum Exchange Amount to be exceeded, all validly tendered (and not validly
withdrawn) Old Notes designated in the table above as having an Acceptance
Priority Level of 2 (collectively, the "Priority 2 Notes") will be accepted
unless doing so, when taking into account the accepted Priority 1 Notes, would
cause the Maximum Exchange Amount or the Priority Level 2 Cap to be exceeded, in
which case such Priority 2 Notes will be accepted on a pro rata basis up to the
greatest aggregate principal amount practicable that, together with the Priority
1 Notes accepted for exchange, does not cause the Maximum Exchange Amount or the
Priority Level 2 Cap to be exceeded.

The Offerors reserve the right to change the Acceptance Priority Levels in the
event that the requisite Consents are not received or for other reasons, subject
to applicable law.

c.Early Tender Date

Upon the terms and subject to the conditions of the Exchange Offers described in
the Prospectus, including the Acceptance Priority Levels, the Maximum Exchange
Amount and the Priority Level 2 Cap and the possible prorations resulting
therefrom, (i) participating holders who tender their Old Notes at or prior to
5:00 p.m., New York City time, on October 19, 2009 (such time and date, as the
same may be extended by the Offerors, the "Early Tender Date") and whose Old
Notes are accepted by the Offerors in the Exchange Offers will be eligible to
receive the applicable consideration set forth in the table above under the
heading "Total Consideration if Tendered at or Prior to the Early Tender Date"
in respect of each $1,000 principal amount of Old Notes tendered, and (ii)
participating holders who validly tender their Old Notes after the Early Tender
Date and at or prior to the Expiration Date (as defined below) and whose Old
Notes are accepted by the Offerors in the Exchange Offers will be eligible to
receive the applicable consideration set forth in the table above under the
heading "Exchange Consideration if Tendered After the Early Tender Date and at
or Prior to the Expiration Date" in respect of each $1,000 principal amount of
Old Notes tendered.

d.Expiration Date

Each of the Exchange Offers will expire at 5:00 p.m., New York City time, on
November 3, 2009 (such time and date, as the same may be extended by the
Offerors, the "Expiration Date").

3.Important Information Regarding the New Senior Secured Notes

a.Accrued Interest

The New Senior Secured Notes will accrue interest from and including the
settlement date for the Exchange Offers. Holders who receive New Senior Secured
Notes in exchange for Old Notes that pay cash interest (the "Old Cash-Pay
Notes") will also receive, with respect to any such Old Cash-Pay Notes accepted
for exchange, an amount equal to accrued and unpaid interest, if any, in cash,
from the last applicable interest payment date to, but not including, the
settlement date. Holders who receive New Senior Secured Notes in exchange for
EFH Corp.`s 11.250%/12.000% Senior Toggle Notes due 2017 (the "Old Toggle
Notes") will also receive in the Exchange Offers, with respect to any such Old
Toggle Notes accepted for exchange, in lieu of accrued and unpaid
payment-in-kind interest with respect to such Old Toggle Notes, if any, from the
last applicable interest payment date to, but not including, the settlement
date, additional New Senior Secured Notes paid in accordance with the applicable
consideration listed in the table above.

b.Guarantees and Security

The New EFH Senior Secured Notes will be guaranteed by Energy Future Competitive
Holdings Company (a subsidiary of EFH Corp. and the parent of TCEH) on a senior
unsecured basis and EFIH (the parent of Oncor Electric Delivery Holdings Company
LLC ("Oncor Holdings")) on a senior secured basis. EFIH`s guarantee of the New
EFH Senior Secured Notes will be secured by EFIH`s pledge of all of the
membership interests in Oncor Holdings and the other investments it owns in
Oncor Holdings and its subsidiaries (such membership interests and other
investments, the "Collateral") on a senior basis. The New EFIH Senior Secured
Notes will not be guaranteed. However, the New EFIH Senior Secured Notes will be
secured by the Collateral on a senior basis.

4.Conditions to the Exchange Offers

The Exchange Offers are not conditioned on any minimum principal amount of Old
Notes being tendered or the issuance of a minimum principal amount of New Senior
Secured Notes. However, the Exchange Offers are subject to certain other
conditions, including the conditions (which conditions cannot be waived) that
the Registration Statement (as defined below), of which the Prospectus forms a
part, has been declared effective by the Securities and Exchange Commission
("SEC") and that each series of the New Senior Secured Notes to be issued in the
Exchange Offers are approved for listing on the New York Stock Exchange, subject
to notice of issuance, each as more fully described in the Prospectus. Subject
to applicable law, the Offerors have the right to amend, terminate or withdraw
any of the Exchange Offers and the Consent Solicitations, including without
limitation the acceptance priority levels, the Maximum Exchange Amount and/or
the Priority Level 2 Cap, at any time and for any reason, including if any of
the conditions described in the Prospectus are not satisfied.

5.Additional Information

The Offerors filed a registration statement on Form S-4 (as it may be amended
from time to time, the "Registration Statement") relating to the Exchange Offers
and the Consent Solicitations with the SEC on October 5, 2009. The Registration
Statement has not yet become effective and the New Senior Secured Notes may not
be issued, nor may the Exchange Offers be completed, until such time as the
Registration Statement has been declared effective by the SEC and is not subject
to a stop order or any proceedings for that purpose.

We urge holders to read the Prospectus relating to the Exchange Offers and the
Consent Solicitations prior to making a decision to tender any of their Old
Notes or otherwise make an investment decision with respect to the New Senior
Secured Notes because it contains important information regarding the Exchange
Offers and the Consent Solicitations.

Copies of the preliminary prospectus relating to the Exchange Offers and the
Consent Solicitations, which is contained in the Registration Statement, and the
related Consent and Letter of Transmittal will be made available to all holders
of Old Notes free of charge and may be obtained from Global Bondholder Services
Corporation, the Information Agent for the Exchange Offers, at (866) 387-1500
(U.S. toll free) or (212) 430-3774. Citigroup Global Markets Inc. and Goldman,
Sachs & Co. are acting as the lead dealer managers in connection with the
Exchange Offers and the lead solicitation agents in connection with the Consent
Solicitations, and Banc of America Securities LLC, Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities Inc., KKR Capital Markets LLC and Morgan
Stanley & Co. Incorporated are also acting as dealer managers and solicitation
agents, in each case, as described in the Prospectus. For additional
information, you may contact Citigroup Global Markets Inc. at (800) 558-3745
(U.S. toll free) or (212) 723-6106 (collect) or Goldman, Sachs & Co. at (800)
828-3182 (U.S. toll free) or (212) 357-4692 (collect). The Prospectus and the
related Consent and Letter of Transmittal will also be available free of charge
at the SEC's website at www.sec.gov.

This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.

About EFH Corp.

EFH Corp. is a Dallas-based energy holding company, with a portfolio of
competitive and regulated energy subsidiaries, primarily in Texas, including TXU
Energy, Luminant and Oncor. TXU Energy is a competitive retailer that provides
electricity and related services to over 2.2 million electricity customers in
Texas. Luminant is a competitive power generation business, including mining,
wholesale marketing and trading, construction and development operations.
Luminant has over 16,100 MW of generation in Texas, including 2,300 MW of
nuclear and 5,800 MW of coal-fueled generation capacity, and is building an
additional 2,200 MW of coal-fueled generation capacity. Luminant is also the
largest purchaser of wind-generated electricity in Texas and fifth largest in
the United States. Oncor is a regulated electric distribution and transmission
business that uses superior asset management skills to provide reliable
electricity delivery to consumers. Oncor operates the largest distribution and
transmission system in Texas, providing power to three million electric delivery
points over more than 102,000 miles of distribution and 14,000 miles of
transmission lines. While Oncor is a subsidiary of EFH Corp., Oncor reports to a
separate and independent board.

Forward Looking Statements

This press release contains forward-looking statements, which are subject to
various risks and uncertainties that could cause actual results to differ
materially from management's current projections, forecasts, estimates and
expectations. All statements, other than statements of historical facts, that
are included in this press release that address activities, events or
developments that the Offerors expect or anticipate to occur in the future,
including the Exchange Offers and Consent Solicitations (often, but not always,
through the use of words or phrases such as "will likely result," "are expected
to," "will continue," "is anticipated," "estimated," "projection," "target,"
"goal," "objective," and "outlook"), are forward-looking statements. Although
the Offerors believe that in making any such forward-looking statement their
expectations are based on reasonable assumptions, any such forward-looking
statement involves uncertainties and is qualified in its entirety by reference
to the discussion of risk factors in the Prospectus and EFH Corp.`s and Energy
Future Competitive Holdings Company`s reports filed with the SEC (including the
sections entitled "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Forward-Looking Statements"
contained therein).

Energy Future Holdings Corp.
Investor Relations:
Bill Huber, 214-812-2480
or
Tim Hogan, 214-812-4641
or
Corporate Communications:
Lisa Singleton, 214-812-5049

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