Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 5 TO MASTER FRAMEWORK AGREEMENT
This AMENDMENT NO. 5 TO MASTER FRAMEWORK AGREEMENT (this Amendment), is made and entered into as of July 11,
2024 (the Amendment Date), by and among each of:
(A) MUFG Bank, Ltd., a Japanese banking corporation
(MUFG), as buyer (Buyer);
(B) TXU Energy Retail Company LLC, a Texas limited liability
company (TXU), as seller (the Seller);
(C) each originator party hereto (each, an
Originator; and together with the Seller, each a Seller Party and collectively, the Seller Parties);
(D) TXU, as agent for the Seller Parties (in such capacity, the Seller Party Agent); and
(E) solely with respect to Section 4.4 hereof, Vistra Operations Company LLC, as guarantor (the Guarantor),
and amends that certain Master Framework Agreement dated as of October 9, 2020, by and among Buyer, the Seller, the Originators and the Seller Party
Agent (as amended, supplemented or modified prior to the date hereof, the Framework Agreement and, as amended hereby, the Amended Framework Agreement). Each of Buyer, the Seller, each Originator
and the Seller Party Agent may also be referred to herein individually as a Party, and collectively as the Parties.
RECITALS
WHEREAS, the
Parties entered into the Framework Agreement and certain other Transaction Agreements for the purpose of providing the Seller with a facility under which Buyer will enter into certain sale and repurchase agreements with the Seller with respect to
the Seller Note;
WHEREAS, Guarantor entered into a Guaranty in favor of Buyer pursuant to which Guarantor guaranteed the payment and
performance of all obligations, liabilities and indebtedness owed by each Seller Party under the Transaction Agreements; and
WHEREAS, the
Parties now wish to extend the Facility Term and amend certain other provisions of the Framework Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the Parties and, solely for purposes of Section 4.4 of this Amendment, the Guarantor agree as follows: