AMENDMENT #1 TO CARBON SUPPLY AGREEMENT

Exhibit 10.62

AMENDMENT #1 TO CARBON SUPPLY AGREEMENT

This AMENDMENT #1 TO CARBON SUPPLY AGREEMENT (this “ Amendment ”) is made and entered into as of the 31st day of March, 2009, by and between RED RIVER ENVIRONMENTAL PRODUCTS, LLC, a Delaware limited liability company ( “ Seller ” ), and LUMINANT GENERATION COMPANY LLC, a Texas limited liability company ( “ Buyer ” ), pursuant to the Carbon Supply Agreement (the “ Carbon Supply Agreement ” ), dated as of September 3, 2008, between Seller and Buyer. Capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Carbon Supply Agreement.

RECITALS

WHEREAS, the Carbon Supply Agreement contemplates that Seller will achieve Financial Close by January 30, 2009;

WHEREAS, the conditions in the financial markets have changed since the execution of the Carbon Supply Agreement such that achievement of Financial Close by January 30, 2009 was not possible and it is not feasible to estimate the timing for Financial Close;

WHEREAS, the equity owners of Seller contemplate funding the costs of construction of Seller’s Facility until the earlier of completion of Seller’s Facility or achievement of Financial Close; and

WHEREAS, Seller has agreed to provide Buyer certain information regarding the status of construction of Seller’s Facility and financing.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and obligations stated in this Amendment, the receipt and sufficiency of which the Parties acknowledge, Seller and Buyer hereby agree as follows:

SECTION 1. AMENDMENTS

1.1 Section 1 of the Carbon Supply Agreement is hereby amended by deleting the definition of “Financial Close Milestone”.

1.2 Section 1 of the Carbon Supply Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Amendment #1” shall mean the Amendment #1 to Carbon Supply Agreement, dated as of March 31, 2009, between Seller and Buyer.

“Seller Equity Owners” shall mean the holders of direct or indirect equity interests in Seller.

1.3 Section 2.3 (Term) of the Carbon Supply Agreement is hereby amended by deleting the date “December 31, 2014” in the first sentence of such Section and replacing it with the date “December 31, 2015”.

1.4 Section 10.2 of the Carbon Supply Agreement is hereby amended by deleting the period “thirty (30) Days” in the first sentence of such Section and replacing it with the period “forty-five (45) Days”.

1.5 Section 15.1.2.1 of the Carbon Supply Agreement is hereby amended by replacing such Section in its entirety with the following: “Failure by the Seller Equity Owners to fund costs of construction of Seller’s Facility as such costs become due and payable on a schedule similar to Exhibit A to Amendment #1 (as such schedule is adjusted due to changes to the overall construction schedule, actions of the construction contractor or any other event not resulting from a failure to fund by the Seller Equity Owners), until the earlier of (x) completion of Seller’s Facility and (y) Financial Close.”

1.6 Section 15.1.2.3 of the Carbon Supply Agreement is amended by deleting the words “the Financial Close Milestone and”.

1.7 Section 15.1.2 of the Carbon Supply Agreement is hereby amended by adding the following Subsection 15.1.2.4 at the end of such Section:

“ 15.1.2.4 Seller abandons or suspends funding of construction activities at Seller’s Facility for at least 45 consecutive days.”

1.8 Section 15.2.2.1 of the Carbon Supply Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “upon thirty (30) days advance Notice by Buyer to Seller, if the Event of Default is an Event of Default under Section 15.1.2.1 (Failure to Fund Default);”.

1.9 Section 15.2.2 of the Carbon Supply Agreement is hereby amended by deleting the period at the end of Subsection 15.2.2.6 and replacing it with “; and” and by adding the following Subsection 15.2.2.7 to the end of such Section:

“ 15.2.2.7 upon five (5) Days advance Notice by Buyer to Seller, if the Event of Default is an Event of Default under Section 15.1.2.4 (Suspension Default).”

1.10 The Carbon Supply Agreement is hereby amended by adding the following Section 27 at the end thereof:

“SECTION 27. PROVISION OF INFORMATION

Until Financial Close, Seller shall provide the following information to Buyer at least once each month:

27.1 An update on all major areas of Seller’s Facility, including, without limitation, financing, site construction, interim carbon supply and coal procurement, substantially in the form of Exhibit B to Amendment #1 or as otherwise reasonably acceptable to Buyer.

27.2 A copy of the presentation from the most recent monthly review meeting with Seller’s construction contractor, substantially in the form of Exhibit C to Amendment #1 or as otherwise reasonably acceptable to Buyer.

27.3 Copies of all lien releases received from Selle