EXHIBIT 10(h)

                                                             CONFORMED COPY



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                               TEXAS UTILITIES COMPANY
                          TEXAS UTILITIES ELECTRIC COMPANY
                                 ENSERCH CORPORATION
                      __________________________________________

                                    $2,100,000,000
                  364-DAY AMENDED AND RESTATED COMPETITIVE ADVANCE
                       AND REVOLVING CREDIT FACILITY AGREEMENT

                                     "FACILITY A"


                              Dated as of May 28, 1998,
                               as amended and restated
                               as of February 26, 1999
                      __________________________________________

                      CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                               AS ADMINISTRATIVE AGENT
                                         AND
                              THE CHASE MANHATTAN BANK,
                        AS COMPETITIVE ADVANCE FACILITY AGENT



                            Lead Arranger and Book Manager
                                CHASE SECURITIES INC.



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          <PAGE>


                                  TABLE OF CONTENTS

          Section                                                      Page
                                                                      -----

          ARTICLE I DEFINITIONS; CONSTRUCTION . . . . . . . . . . . . . . 2
          SECTION 1.01.  Defined Terms  . . . . . . . . . . . . . . . . . 2
          SECTION 1.02.  Terms Generally  . . . . . . . . . . . . . . .  20

          ARTICLE II THE CREDITS  . . . . . . . . . . . . . . . . . . .  21
          SECTION 2.01.  Commitments  . . . . . . . . . . . . . . . . .  21
          SECTION 2.02.  Loans  . . . . . . . . . . . . . . . . . . . .  21
          SECTION 2.03.  Competitive Bid Procedure  . . . . . . . . . .  23
          SECTION 2.04.  Standby Borrowing Procedure  . . . . . . . . .  25
          SECTION 2.05.  Fees . . . . . . . . . . . . . . . . . . . . .  26
          SECTION 2.06.  Repayment of Loans; Evidence of Indebtedness .  27
          SECTION 2.07.  Interest on Loans  . . . . . . . . . . . . . .  27
          SECTION 2.08.  Default Interest . . . . . . . . . . . . . . .  28
          SECTION 2.09.  Alternate Rate of Interest . . . . . . . . . .  28
          SECTION 2.10.  Termination and Reduction of Commitments . . .  28
          SECTION 2.11.  Prepayment . . . . . . . . . . . . . . . . . .  29
          SECTION 2.12.  Reserve Requirements; Change in Circumstances   30
          SECTION 2.13.  Change in Legality . . . . . . . . . . . . . .  32
          SECTION 2.14.  Pro Rata Treatment . . . . . . . . . . . . . .  33
          SECTION 2.15.  Sharing of Setoffs . . . . . . . . . . . . . .  33
          SECTION 2.16.  Payments . . . . . . . . . . . . . . . . . . .  34
          SECTION 2.17.  Taxes  . . . . . . . . . . . . . . . . . . . .  34
          SECTION 2.18.  Assignment of Commitments Under
                         Certain Circumstances  . . . . . . . . . . . .  37
          SECTION 2.19.  Term Election  . . . . . . . . . . . . . . . .  37

          ARTICLE III REPRESENTATIONS AND WARRANTIES  . . . . . . . . .  38
          SECTION 3.01.  Organization; Powers . . . . . . . . . . . . .  38
          SECTION 3.02.  Authorization  . . . . . . . . . . . . . . . .  38
          SECTION 3.03.  Enforceability . . . . . . . . . . . . . . . .  38
          SECTION 3.04.  Governmental Approvals . . . . . . . . . . . .  39
          SECTION 3.05.  Financial Statements . . . . . . . . . . . . .  39
          SECTION 3.06.  Litigation . . . . . . . . . . . . . . . . . .  40
          SECTION 3.07.  Federal Reserve Regulations  . . . . . . . . .  40
          SECTION 3.08.  Investment Company Act; Public
                         Utility Holding Company Act  . . . . . . . . .  40
          SECTION 3.09.  No Material Misstatements  . . . . . . . . . .  41
          SECTION 3.10.  Taxes  . . . . . . . . . . . . . . . . . . . .  41
          SECTION 3.11.  Employee Benefit Plans . . . . . . . . . . . .  41

                                       i

          <PAGE>

          SECTION 3.12.  Significant Subsidiaries . . . . . . . . . . .  41
          SECTION 3.13.  Environmental Matters  . . . . . . . . . . . .  41
          SECTION 3.14.  Year 2000 Compliance.  . . . . . . . . . . . .  42

          ARTICLE IV CONDITIONS . . . . . . . . . . . . . . . . . . . .  42
          SECTION 4.01.  Restatement Date . . . . . . . . . . . . . . .  43
          SECTION 4.02.  Initial Offer Loans  . . . . . . . . . . . . .  44
          SECTION 4.03.  Conditions For All Offer Loans
                         During the Certain Funds Period  . . . . . . .  45
          SECTION 4.04.  Initial General Loans  . . . . . . . . . . . .  45
          SECTION 4.05.  Offer Loans After the Certain
                         Funds Period and All General Loans . . . . . .  45

          ARTICLE V COVENANTS . . . . . . . . . . . . . . . . . . . . .  46
          SECTION 5.01.  Existence  . . . . . . . . . . . . . . . . . .  46
          SECTION 5.02.  Business and Properties  . . . . . . . . . . .  46
          SECTION 5.03.  Financial Statements, Reports, Etc . . . . . .  47
          SECTION 5.04.  Insurance  . . . . . . . . . . . . . . . . . .  49
          SECTION 5.05.  Taxes, Etc . . . . . . . . . . . . . . . . . .  49
          SECTION 5.06.  Maintaining Records;
                         Access to Properties and Inspections . . . . .  49
          SECTION 5.07.  ERISA  . . . . . . . . . . . . . . . . . . . .  49
          SECTION 5.08.  Use of Proceeds  . . . . . . . . . . . . . . .  49
          SECTION 5.09.  Consolidations, Mergers, Sales and
                         Acquisitions of Assets and Investments
                         in Subsidiaries  . . . . . . . . . . . . . . .  50
          SECTION 5.10.  Limitations on Liens . . . . . . . . . . . . .  50
          SECTION 5.11.  Fixed Charge Coverage  . . . . . . . . . . . .  52
          SECTION 5.12.  Equity Capitalization Ratio  . . . . . . . . .  52
          SECTION 5.13.  Restrictive Agreements . . . . . . . . . . . .  53
          SECTION 5.14.  The Offer  . . . . . . . . . . . . . . . . . .  53

          ARTICLE VI EVENTS OF DEFAULT  . . . . . . . . . . . . . . . .  55

          ARTICLE VII THE AGENTS  . . . . . . . . . . . . . . . . . . .  57

          ARTICLE VIII MISCELLANEOUS  . . . . . . . . . . . . . . . . .  59
          SECTION 8.01.  Notices  . . . . . . . . . . . . . . . . . . .  59
          SECTION 8.02.  Survival of Agreement  . . . . . . . . . . . .  60
          SECTION 8.03.  Binding Effect . . . . . . . . . . . . . . . .  60
          SECTION 8.04.  Successors and Assigns . . . . . . . . . . . .  60
          SECTION 8.05.  Expenses; Indemnity  . . . . . . . . . . . . .  63
          SECTION 8.06.  Right of Setoff  . . . . . . . . . . . . . . .  65
          SECTION 8.07.  Applicable Law . . . . . . . . . . . . . . . .  65
          SECTION 8.08.  Waivers; Amendment . . . . . . . . . . . . . .  65
          SECTION 8.09.  ENTIRE AGREEMENT . . . . . . . . . . . . . . .  66
          SECTION 8.10.  Severability . . . . . . . . . . . . . . . . .  66

                                         ii
          <PAGE>

          SECTION 8.11.  Counterparts . . . . . . . . . . . . . . . . .  66
          SECTION 8.12.  Headings . . . . . . . . . . . . . . . . . . .  67
          SECTION 8.13.  Interest Rate Limitation . . . . . . . . . . .  67
          SECTION 8.14.  Jurisdiction; Venue  . . . . . . . . . . . . .  67
          SECTION 8.15.  Confidentiality  . . . . . . . . . . . . . . .  68

          EXHIBITS AND SCHEDULES

          Exhibit A-1    -    Form of Competitive Bid Request
          Exhibit A-2    -    Form of Notice of Competitive Bid Request
          Exhibit A-3    -    Form of Competitive Bid
          Exhibit A-4    -    Form of Competitive Bid Accept/Reject Letter
          Exhibit A-5    -    Form of Standby Borrowing Request
          Exhibit B      -    Administrative Questionnaire
          Exhibit C      -    Form of Assignment and Acceptance
          Exhibit D-1    -    Opinion of Thelen Reid & Priest LLP,
                               special counsel to TUC, TU Electric and
                               Enserch
          Exhibit D-2    -    Opinion of Worsham, Forsythe & Wooldridge,
                               L.L.P., general counsel for TUC, TU Electric
                               and Enserch

          Schedule 2.01  -    Commitments
          Schedule 3.06  -    Litigation

                                       iii
          <PAGE>


                    AMENDED AND RESTATED COMPETITIVE ADVANCE AND
                    REVOLVING CREDIT FACILITY AGREEMENT (the
                    "AGREEMENT"), dated as of May 28, 1998, as
                    amended and restated as of February 26, 1999,
                    among TEXAS UTILITIES COMPANY, a Texas
                    corporation ("TUC"); TEXAS UTILITIES ELECTRIC
                    COMPANY, a Texas corporation and a wholly
                    owned subsidiary of TUC ("TU ELECTRIC"), and
                    ENSERCH CORPORATION, a Texas corporation and
                    a wholly owned subsidiary of TUC ("ENSERCH"
                    and, together with TUC and TU Electric, the
                    "Borrowers", and each individually, a
                    "BORROWER"); the lenders listed in
                    Schedule 2.01 (together with their successors
                    and assigns, the "LENDERS"); THE CHASE
                    MANHATTAN BANK ("CHASE"), as Competitive
                    Advance Facility Agent (in such capacity, the
                    "CAF AGENT"); and CHASE BANK OF TEXAS,
                    NATIONAL ASSOCIATION ("CHASE BANK OF TEXAS"),
                    as administrative agent for the Lenders (in
                    such capacity, the "ADMINISTRATIVE AGENT";
                    and, together with the CAF Agent, the
                    "AGENTS").

               Pursuant to the terms of that certain 364-Day Amended and
          Restated Competitive Advance and Revolving Credit Facility
          Agreement, dated as of May 28, 1998 (the "ORIGINAL AGREEMENT"),
          among the Borrowers, the lenders party thereto (the "ORIGINAL
          LENDERS") and the Agents, the Original Lenders agreed to extend
          credit in the form of Standby Borrowings (such term and each
          other capitalized term used herein having the meaning given it in
          Article I) to the Borrowers in an aggregate principal amount at
          any time outstanding not in excess of $3,600,000,000.  The
          Original Lenders also agreed to provide a procedure pursuant to
          which the Borrowers may invite the Lenders to bid on an
          uncommitted basis on short-term borrowings by the Borrowers.
          Subject to the terms and conditions set forth in the Original
          Agreement, the proceeds of any such borrowings were to be used
          (i) to finance or refinance equity or subordinated loan advances
          from TUC to FinCo 1 and FinCo 2 in connection with the
          Acquisition and (ii) to refinance the Existing TUC Credit
          Agreements and for working capital and other corporate purposes,
          including commercial paper back-up.  Since the date of the
          Original Agreement (i) the Offer Loan Commitments have been
          terminated, (ii) the Commitments of various Lenders have been
          assigned to other Lenders and certain new Lenders have become
          parties hereto and (iii) the parties to the Original Agreement
          have determined to extend the availability of the Commitments as
          set forth herein.  Accordingly, in order to reflect these
          changes, the parties hereto now wish to amend and restate the
          Original Agreement as herein set forth.

               Accordingly, the parties hereto agree as follows:

<PAGE>

                                                                       2

                                      ARTICLE I
                              DEFINITIONS; CONSTRUCTION

               SECTION 1.01.  DEFINED TERMS.  As used in this Agreement,
          the following terms shall have the meanings specified below:

                    "ABR BORROWING" shall mean a Borrowing comprised of ABR
               Loans.

                    "ABR" Loan shall mean any Standby Loan bearing interest
               at a rate determined by reference to the Alternate Base Rate
               in accordance with the provisions of Article II or any
               Eurodollar Loan converted (pursuant to Section 2.09 or
               2.13(a)(ii)) to a loan bearing interest at a rate determined
               by reference to the Alternate Base Rate.

                    "ACQUISITION" shall mean the acquisition by Bidco of
               the Target Shares, whether pursuant to the Offer or pursuant
               to the procedures contained in Part XIIIA of the Companies
               Act or by way of open market purchases (and includes where
               the context permits payments by Bidco to TEG's share option
               holders to purchase or cancel the benefit of such options).

                    "ACQUISITION COMPANY" shall mean each of FinCo 1,
               FinCo 2 and Bidco.

                    "ACQUISITION DATE" shall mean the date as of which a
               person or group of related persons first acquires more than
               30% of the outstanding Voting Shares of TUC (within the
               meaning of Section 13(d) or 14(d) of the Securities Exchange
               Act of 1934, as amended, and the applicable rules and
               regulations thereunder).

                    "ADMINISTRATIVE FEES" shall have the meaning assigned
               to such term in Section 2.05(b).

                    "ADMINISTRATIVE QUESTIONNAIRE" shall mean an
               Administrative Questionnaire in the form of Exhibit B
               hereto.

                    "AFFILIATE" shall mean, when used with respect to a
               specified person, another person that directly or indirectly
               controls or is controlled by or is under common control with
               the person specified.

                    "ALTERNATE BASE RATE" shall mean, for any day, a rate
               per annum (rounded upwards, if necessary, to the next 1/16
               of 1%) equal to the greatest of (a) the Federal Funds
               Effective Rate in effect on such day plus 1/2 of 1%, (b) the
               Base CD Rate in effect on such day plus 1% and (c) the Prime
               Rate in effect on such day.  For purposes hereof, "PRIME
               RATE" shall mean the rate of interest per annum publicly

          <PAGE>

                                                                       3

               announced from time to time by Chase as its prime rate in
               effect at its principal office in New York City; each change
               in the Prime Rate shall be effective on the date such change
               is publicly announced as effective; "BASE CD RATE" shall
               mean the sum of (d) the product of (i) the Three-Month
               Secondary CD Rate and (ii) Statutory Reserves and (iii) the
               Assessment Rate;  "THREE-MONTH SECONDARY CD RATE" shall
               mean, for any day, the secondary market rate for three-month
               certificates of deposit reported as being in effect on such
               day (or, if such day shall not be a Business Day, the next
               preceding Business Day) by the Board through the public
               information telephone line of the Federal Reserve Bank of
               New York (which rate will, under the current practices of
               the Board, be published in Federal Reserve Statistical
               Release H.15(519) during the week following such day), or,
               if such rate shall not be so reported on such day or such
               next preceding Business Day, the average of the secondary
               market quotations for three-month certificates of deposit of
               major money center banks in New York City received at
               approximately 10:00 a.m., New York City time, on such day
               (or, if such day shall not be a Business Day, on the next
               preceding Business Day) by the CAF Agent from three New York
               City negotiable certificate of deposit dealers of recognized
               standing selected by it; "ASSESSMENT RATE" shall mean, for
               any day, the annual rate (rounded upwards to the next 1/100
               of 1%) most recently estimated by Chase as the then current
               net annual assessment rate that will be employed in
               determining amounts payable by Chase to the Federal Deposit
               Insurance Corporation (or any successor) for insurance by
               such Corporation (or such successor) of time deposits made
               in US dollars at Chase's domestic offices; and "FEDERAL
               FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
               average of the rates on overnight Federal funds transactions
               with members of the Federal Reserve System arranged by
               Federal funds brokers, as released on the next succeeding
               Business Day by the Federal Reserve Bank of New York, or, if
               such rate is not so released for any day which is a Business
               Day, the arithmetic average (rounded upwards to the next
               1/100th of 1%), as determined by Chase, of the quotations
               for the day of such transactions received by Chase from
               three Federal funds brokers of recognized standing selected
               by it.  If for any reason Chase shall have determined (which
               determination shall be conclusive absent manifest error;
               provided that Chase shall, upon request, provide to the
               applicable Borrower a certificate setting forth in
               reasonable detail the basis for such determination) that it
               is unable to ascertain the Federal Funds Effective Rate for
               any reason, including the inability of Chase to obtain
               sufficient quotations in accordance with the terms thereof,
               the Alternate Base Rate shall be determined without regard
               to clause (a) of the first sentence of this definition until
               the circumstances giving rise to such inability no longer
               exist.  Any change in the Alternate Base Rate due to a
               change in the Prime Rate or the Federal Funds Effective Rate
               shall be effective on the effective date of such change in
               the Prime Rate or the Federal Funds Effective Rate,
               respectively.

                    "APPLICABLE MARGIN" shall mean, (i) on any date from
               May 28, 1998, to and including September 2, 1998, 0.0% for
               ABR Loans made to any Borrower, 1.05% per annum for
               Eurodollar Loans made to TUC, .85% per annum for Eurodollar
               Loans made to TU Electric and .85% per annum for Eurodollar
               Loans made to Enserch and (ii) on any date following
               September 2, 1998 with respect to any Borrower, the
               percentage per annum set forth in the column identified as
               Level 1, Level 2, Level 3 or  Level 4 below, based upon the
               Level corresponding to the lower Debt Rating of such
               Borrower at the time of determination, provided, that the

          <PAGE>

                                                                       4

               Applicable Margins set forth below with respect to each
               Level shall be increased by .50% with respect to Eurodollar
               Loans outstanding at any time following the Revolving
               Period, provided, further, that the Applicable Margin with
               respect to ABR Loans outstanding at any time following the
               Revolving Period shall be equal to, for each Level, the
               then-effective Applicable Margin for Eurodollar Loans less
               1.00% (but not negative).  Any change in the Applicable
               Margin shall be effective on the date on which the
               applicable rating agency announces any change in the Debt
               Rating.

            ==============================================================
                            Level 1      Level 2    Level 3     Level 4
                            -------      -------    -------     -------

             S&P         BBB+or better     BBB        BBB-   BB+ or below*
             Moody's     Baa1 or better    Baa2       Baa3   Ba1 or below*
                         --------------   -----       ----   -------------
           ---------------------------------------------------------------
            Percentage Per Annum
           ---------------------------------------------------------------
            Eurodollar       .625%         .85%      1.05%       1.25%
               Margin
           ---------------------------------------------------------------
                ABR            0            0         .05%        .25%
              Margin
           ===============================================================

           * or unrated

                    "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment
               and acceptance entered into by a Lender and an assignee in
               the form of Exhibit C.

                    "AUCTION FEES" shall mean the competitive advance
               auction fees provided for in the Letter Agreement, payable
               to the CAF Agent by the applicable Borrower at the time of
               each competitive advance auction request made by such
               Borrower pursuant to Section 2.03.

                    "BIDCO" shall mean TU Acquisition plc, a direct wholly
               owned subsidiary of FinCo 2.

                    "BOARD" shall mean the Board of Governors of the
               Federal Reserve System of the United States.

                    "BOARD OF DIRECTORS" shall mean the Board of Directors
               of a Borrower or any duly authorized committee thereof.

                    "BORROWER" shall have the meaning given such term in
               the preamble hereto.

                    "BORROWING" shall mean a group of Loans of a single
               Type made by the Lenders (or, in the case of a Competitive
               Borrowing, by the Lender or Lenders whose Competitive Bids
               have been accepted pursuant to Section 2.03) on a single
               date and as to which a single Interest Period is in effect.

          <PAGE>

                                                                       5

                    "BUSINESS DAY" shall mean any day (other than a day
               which is a Saturday, Sunday or legal holiday in the State of
               New York or the State of Texas) on which banks are open for
               business in New York City and Houston; provided, however,
               that, when used in connection with a Eurodollar Loan, the
               term "BUSINESS DAY" shall also exclude any day on which
               banks are not open for dealings in dollar deposits in the
               London interbank market.

                    "CERTAIN FUNDS PERIOD" shall mean the period beginning
               on March 2, 1998 and ending on February 25, 1999.

                    "A CHANGE IN CONTROL" shall be deemed to have occurred
               if (a) any person or group of related persons (other than
               TUC, any Subsidiary of TUC, or any pension, savings or other
               employee benefit plan for the benefit of employees of TUC
               and/or any Subsidiary of TUC) shall have acquired beneficial
               ownership of more than 30% of the outstanding Voting Shares
               of TUC (within the meaning of Section 13(d) or 14(d) of the
               Securities Exchange Act of 1934, as amended, and the
               applicable rules and regulations thereunder);  provided that
               a Change in Control shall not be deemed to have occurred if
               such acquisition has been approved, prior to the Acquisition
               Date and the date on which any tender offer for Voting
               Shares of TUC was commenced, by a majority of the
               Disinterested Directors of TUC, or (b) during any period of
               12 consecutive months, commencing before or after the date
               of this Agreement, individuals who on the first day of such
               period were directors of TUC (together with any replacement
               or additional directors who were nominated or elected by a
               majority of directors then in office) cease to constitute a
               majority of the Board of Directors of TUC.

                    "CITY CODE" shall mean the City Code on Takeovers and
               Mergers (UK).

                    "CODE" shall mean the Internal Revenue Code of 1986, as
               the same may be amended from time to time.

                    "COMMISSION" shall mean the Public Utility Commission
               of the State of Texas.

                    "COMMITMENT"  shall mean, with respect to each Lender,
               the sum of such Lender's General Loan Commitment and Offer
               Loan Commitment.

                    "COMPANIES ACT" shall mean the Companies Act 1985 (UK).

                    "COMPETITIVE BID" shall mean an offer by a Lender to
               make a Competitive Loan pursuant to Section 2.03.

                    "COMPETITIVE BID ACCEPT/REJECT LETTER" shall mean a
               notification made by a Borrower pursuant to Section 2.03(d)
               in the form of Exhibit A-4.

          <PAGE>

                                                                       6


                    "COMPETITIVE BID MARGIN" shall mean, as to any
               Eurodollar Competitive Loan, the margin (expressed as a
               percentage rate per annum in the form of a decimal to no
               more than four decimal places) to be added to or subtracted
               from the LIBO Rate in order to determine the interest rate
               applicable to such Loan, as specified in the Competitive Bid
               relating to such Loan.

                    "COMPETITIVE BID RATE" shall mean, as to any
               Competitive Bid, (i) in the case of a Eurodollar Loan, the
               LIBO Rate for the Interest Period requested in such
               Competitive Bid plus the Competitive Bid Margin, and (i) in
               the case of a Fixed Rate Loan, the fixed rate of interest
               offered by the Lender making such Competitive Bid.

                    "COMPETITIVE BID REQUEST" shall mean a request made
               pursuant to Section 2.03 in the form of Exhibit A-1.

                    "COMPETITIVE BORROWING" shall mean a Borrowing
               consisting of a Competitive Loan or concurrent Competitive
               Loans from the Lender or Lenders whose Competitive Bids for
               such Borrowing have been accepted under the bidding
               procedure described in Section 2.03.

                    "COMPETITIVE LOAN" shall mean a Loan made pursuant to
               the bidding procedure described in Section 2.03.  Each
               Competitive Loan shall be a Eurodollar Competitive Loan or a
               Fixed Rate Loan.

                    "CONSOLIDATED EARNINGS AVAILABLE FOR FIXED CHARGES" for
               any twelve-month period shall mean (i) consolidated net
               income, calculated after deducting preferred stock dividends
               and preferred securities distributions of Subsidiaries, but
               before any extraordinary items and before the effect in such
               twelve-month period of any change in accounting principles
               promulgated by the Financial Accounting Standards Board
               becoming effective after December 31, 1997, less
               (ii) allowances for equity funds used during construction to
               the extent that such allowances, taken as a whole, increased
               such consolidated net income, plus (iii) provisions for
               Federal income taxes, to the extent that such provisions,
               taken as a whole, decreased such consolidated net income,
               plus (iv) Consolidated Fixed Charges, all determined for
               such twelve-month period with respect to TUC and its
               Consolidated Subsidiaries on a consolidated basis; provided,
               however, that in computing Consolidated Earnings Available
               for Fixed Charges for any twelve-month period the following
               amounts shall be excluded: (A) the effect of any regulatory
               disallowances resolving fuel or other issues in any
               proceeding before the Commission or the Railroad Commission
               of Texas in an aggregate amount not to exceed $100,000,000,
               (B) any non-cash book losses relating to the sale or write-
               down of assets and (C) one-time costs incurred in connection
               with the Mergers (as defined in the Joint Proxy
               Statement/Prospectus dated September 23, 1996 for Texas
               Utilities Company (as predecessor to Texas Energy
               Industries, Inc.) and Enserch) in an aggregate amount not to
               exceed $100,000,000.

          <PAGE>

                                                                       7


                    "CONSOLIDATED FIXED CHARGES" for any twelve-month
               period shall mean the sum of (i) interest on mortgage bonds,
               (ii) interest on other long-term debt, (iii) other interest
               expense, including interest on short-term debt and the
               current portion of long-term debt, and (iv) preferred stock
               dividends and preferred securities distributions of
               Subsidiaries, all determined for such twelve-month period
               with respect to TUC and its Consolidated Subsidiaries on a
               consolidated basis.

                    "CONSOLIDATED SHAREHOLDERS' EQUITY" shall mean the sum
               of (i) total common stock equity plus (ii) preferred stock
               not subject to mandatory redemption, both determined with
               respect to TUC and its Consolidated Subsidiaries on a
               consolidated basis.

                    "CONSOLIDATED SUBSIDIARY" shall mean at any date any
               Subsidiary or other entity the accounts of which would be
               consolidated with those of TUC, TU Electric or Enserch, as
               the case may be, in its consolidated financial statements as
               of such date.

                    "CONSOLIDATED TOTAL CAPITALIZATION" shall mean the sum
               of (i) total common stock equity, (ii) preferred stock and
               preferred securities, (iii) long-term debt (less amounts due
               currently) and (iv) the sum of the outstanding aggregate
               principal amount of Offer Loans plus the outstanding
               aggregate principal amount of General Loans used for the
               purposes described in Sections 5.08(ii)(A), (C) and (E), all
               determined with respect to TUC and its Consolidated
               Subsidiaries on a consolidated basis.

                    "CONTROLLED GROUP" shall mean all members of a
               controlled group of corporations and all trades or
               businesses (whether or not incorporated) under common
               control which, together with TUC, are treated as a single
               employer under Section 414(b) or 414(c) of the Code.

                    "DEBT RATING" shall mean, with respect to any Borrower,
               the ratings (whether explicit or implied) assigned by S&P
               and Moody's to such Borrower's senior unsecured non-credit
               enhanced long term debt.

                    "DEFAULT" shall mean any event or condition which upon
               notice, lapse of time or both would constitute an Event of
               Default.

                    "DISINTERESTED DIRECTOR" shall mean any member of the
               Board of Directors of TUC who is not affiliated, directly or
               indirectly, with, or appointed by, a person or group of
               related persons (other than TUC, any Subsidiary of TUC, or
               any pension, savings or other employee benefit plan for the
               benefit of employees of TUC and/or any Subsidiary of TUC)
               acquiring the beneficial ownership of more than 30% of the
               outstanding Voting Shares of TUC (within the meaning of
               Section 13(d) or 14(d) of the Securities Exchange Act of
               1934, as amended, and the applicable rules and regulations
               thereunder) and who either was a member of the Board of
               Directors of TUC prior to the Acquisition Date or was

          <PAGE>

                                                                       8

               recommended for election by a majority of the Disinterested
               Directors in office prior to the Acquisition Date.

                    "DOLLARS" or "$" shall mean lawful money of the
               United States of America.

                    "EFFECTIVE DATE" shall mean May 28, 1998.

                    "ELECTRICITY ACT" shall mean the Electricity Act 1989
               (UK).

                    "EQUITY EVENT" shall mean the date on which the
               aggregate amount of the Offer Loan Commitments as of the
               date hereof shall be permanently reduced by $1.505 billion.

                    "ERISA" shall mean the Employee Retirement Income
               Security Act of 1974, as the same may be amended from time
               to time.

                    "ERISA AFFILIATE" shall mean any trade or business
               (whether or not incorporated) that is a member of a group of
               (i) organizations described in Section 414(b) or (c) of the
               Code and (ii) solely for purposes of the Lien created under
               Section 412(n) of the Code, organizations described in
               Section 414(m) or (o) of the Code of which the relevant
               Borrower is a member.

                    "ERISA EVENT" shall mean (i) any "Reportable Event";
               (ii) the adoption of any amendment to a Plan that would
               require the provision of security pursuant to Section
               401(a)(29) of the Code or Section 307 of ERISA; (iii) the
               incurrence of any liability under Title IV of ERISA with
               respect to the termination of any Plan or the withdrawal or
               partial withdrawal of any Borrower or any of its ERISA
               Affiliates from any Plan or Multiemployer Plan; (iv) the
               receipt by any Borrower or any ERISA Affiliate from the PBGC
               of any notice relating to the intention to terminate any
               Plan or Plans or to appoint a trustee to administer any
               Plan; (v) the receipt by any Borrower or any ERISA Affiliate
               of any notice concerning the imposition of Withdrawal
               Liability or a determination that a Multiemployer Plan is,
               or is expected to be, insolvent or in reorganization, within
               the meaning of Title IV of ERISA; (vi) the occurrence of a
               "prohibited transaction" with respect to which any Borrower
               or any of its subsidiaries is liable; and (vii) any other
               similar event or condition with respect to a Plan or
               Multiemployer Plan that could result in liability of any
               Borrower other than a liability to pay premiums or benefits
               when due.

                    "EURODOLLAR BORROWING" shall mean a Borrowing comprised
               of Eurodollar Loans.

                    "EURODOLLAR COMPETITIVE LOAN" shall mean any
               Competitive Loan bearing interest at a rate determined by
               reference to the LIBO Rate in accordance with the provisions
               of Article II.

          <PAGE>

                                                                       9


                    "EURODOLLAR LOAN" shall mean any Eurodollar Competitive
               Loan or Eurodollar Standby Loan.

                    "EURODOLLAR STANDBY LOAN" shall mean any Standby Loan
               bearing interest at a rate determined by reference to the
               LIBO Rate in accordance with the provisions of Article II.

                    "EVENT OF DEFAULT" shall have the meaning assigned to
               such term in Article VI.

                    "EXCHANGE ACT" shall mean the Securities Exchange Act
               of 1934, as amended.

                    "EXISTING TU CREDIT AGREEMENTS" shall mean the Amended
               and Restated Competitive Advance and Revolving Credit
               Facility Agreements for Facility A and Facility B, each
               dated as of April 24, 1997, as amended as of November 10,
               1997 and April 15, 1998, among TUC Holding Company
               (predecessor to TUC), Texas Utilities Company (predecessor
               to Texas Energy Industries, Inc.), TU Electric, Enserch, the
               lenders parties thereto from time to time, Texas Commerce
               Bank National Association (predecessor to Chase Bank of
               Texas), as Administrative Agent, and Chase, as Competitive
               Advance Facility Agent.

                    "FACILITY B CREDIT AGREEMENT" shall mean the
               $1,400,000,000 Amended and Restated Competitive Advance and
               Revolving Credit Facility Agreement, dated as of May 28,
               1998, among the Borrowers and certain other parties named
               therein, as amended, modified or supplemented from time to
               time.

                    "FACILITY FEE" shall have the meaning assigned to such
               term in Section 2.05(a).

                    "FACILITY FEE PERCENTAGE" shall mean (i) from May 28,
               1998, to and including September 2, 1998, .20% per annum and
               (ii) thereafter, the percentage per annum set forth in the
               column identified as Level 1, Level 2, Level 3 or Level 4
               below, based upon the Level corresponding to the lower Debt
               Rating of TUC at the time of determination.  Any change in
               the Facility Fee Percentage shall be effective on the date
               on which the applicable rating agency announces any change
               in the applicable Debt Rating.

           ==============================================================
                           Level 1      Level 2   Level 3      Level 4
                           -------      -------   -------      -------
           S&P          BBB+ or better    BBB       BBB-    BB+ or below*
           Moody's      Baa1 or better    Baa2      Baa3    Ba1 or below*
                        --------------    ----      ----    -------------
           --------------------------------------------------------------
           Percentage Per Annum
           --------------------------------------------------------------
           Facility Fee   0.125%       0.150%    0.20%        0.25%
           ==============================================================

                 * or unrated

                    "FEES" shall mean the Facility Fee, the Auction Fees,
               the Administrative Fees and any other fees provided for in
               the Letter Agreement, together with any fees payable on or

          <PAGE>

                                                                       10

               prior to the Restatement Date in connection with the
               amendment and restatement of this agreement as of
               February 26, 1999.

                    "FINANCIAL OFFICER" of any corporation shall mean the
               chief financial officer, principal accounting officer,
               treasurer, associate or assistant treasurer, or any
               responsible officer designated by one of the foregoing
               persons, of such corporation.

                    "FINCO 1" shall mean TU Finance (No. 1) Limited, a
               company registered in England and Wales, now known as TXU
               Eastern Holdings Limited, 100% of the share capital of which
               is owned directly or indirectly by TUC.

                    "FINCO 2" shall mean TU Finance (No. 2) Limited, a
               company registered in England and Wales, 90% of the share
               capital of which is owned directly by FinCo 1 and 10% of the
               share capital of which is owned directly or indirectly by
               TUC.

                    "FIRST MORTGAGE" shall mean (i) the TU Electric
               Mortgage and (ii) any Mortgage and Deed of Trust of TU
               Electric issued to refund, to replace or in substitution for
               the TU Electric Mortgage.

                    "FIXED RATE BORROWING" shall mean a Borrowing comprised
               of Fixed Rate Loans.

                    "FIXED RATE LOAN" shall mean any Competitive Loan
               bearing interest at a fixed percentage rate per annum (the
               "FIXED RATE") (expressed in the form of a decimal to no more
               than four decimal places) specified by the Lender making
               such Loan in its Competitive Bid.

                    "FUEL COMPANY" shall mean Texas Utilities Fuel Company,
               a Texas corporation, and its successors.

                    "GAAP" shall mean generally accepted accounting
               principles, applied on a consistent basis.

                    "GENERAL LOAN" shall mean a Loan the proceeds of which
               are used solely for the purposes permitted under Sections
               5.08(i) and 5.08(ii)(A), (C) and (E).

                    "GENERAL LOAN COMMITMENT" shall mean, with respect to
               each Lender, the commitment of such Lender set forth in
               Schedule 2.01 hereto to make General Loans, as such General
               Loan Commitment may be permanently terminated or reduced
               from time to time pursuant to Section 2.10 or modified from
               time to time pursuant to Section 8.04.  The General Loan
               Commitment of each Lender shall automatically and
               permanently terminate on the Maturity Date if not terminated
               earlier pursuant to the terms hereof.


          <PAGE>

                                                                       11

                    "GOVERNMENTAL AUTHORITY" shall mean any Federal, state,
               local or foreign court or governmental agency, authority,
               instrumentality or regulatory body.

                    "INDEBTEDNESS" of any person shall mean all
               indebtedness representing money borrowed which is created,
               assumed, incurred or guaranteed in any manner by such person
               or for which such person is responsible or liable (whether
               by agreement to purchase indebtedness of, or to supply funds
               to or invest in, others or otherwise).

                    "INITIAL UNDERWRITERS" shall mean each of Chase, Lehman
               Commercial Paper Inc. and Merrill Lynch Capital Corporation,
               each in its capacity as an initial underwriter of the credit
               facilities evidenced by this Agreement and the Facility B
               Credit Agreement.

                    "INTEREST PAYMENT DATE" shall mean, with respect to any
               Loan, the last day of the Interest Period applicable thereto
               and, in the case of a Eurodollar Loan with an Interest
               Period of more than three months' duration or a Fixed Rate
               Loan with an Interest Period of more than 90 days' duration,
               each day that would have been an Interest Payment Date for
               such Loan had successive Interest Periods of three months'
               duration or 90 days' duration, as the case may be, been
               applicable to such Loan and, in addition, the date of any
               prepayment of each Loan or conversion of such Loan to a Loan
               of a different Type.

                    "INTEREST PERIOD" shall mean (a) as to any Eurodollar
               Borrowing, the period commencing on the date of such
               Borrowing and ending on the numerically corresponding day
               (or, if there is no numerically corresponding day, on the
               last day) in the calendar month that is 1, 2, 3 or 6 months
               thereafter; provided that in the case of any Eurodollar
               Borrowing made during the period commencing on the Effective
               Date and ending on the date on which syndication of the
               Total Commitment has been fully completed (as determined by
               the Joint Lead Arrangers and notified by them to the
               Borrowers and the Administrative Agent), such period shall
               be one month or such other periods as the Joint Lead
               Arrangers and TUC agree as being necessary to effect the
               assignment of Commitments in connection with syndication
               and, in addition, in the case of any Eurodollar Borrowing
               made during the 30-day period ending on the Maturity Date,
               the period commencing on the date of such Borrowing and
               ending on the seventh or fourteenth day thereafter, as the
               Borrower may elect, (b) as to any ABR Borrowing, the period
               commencing on the date of such Borrowing and ending on the
               earliest of (i) the next succeeding March 31, June 30,
               September 30 or December 31, (ii) the Maturity Date, and
               (iii) the date such Borrowing is repaid or prepaid in
               accordance with Section 2.06 or Section 2.11 and (b) as to
               any Fixed Rate Borrowing, the period commencing on the date
               of such Borrowing and ending on the date specified in the
               Competitive Bids in which the offers to make the Fixed Rate
               Loans comprising such Borrowing were extended, which shall
               not be earlier than seven days after the date of such
               Borrowing or later than 360 days after the date of such
               Borrowing; provided, however, that if any Interest Period
               would end on a day other than a Business Day, such Interest
               Period shall be extended to the next succeeding Business Day
               unless, in the case of Eurodollar Loans only, such next

          <PAGE>

                                                                       12

               succeeding Business Day would fall in the next calendar
               month, in which case such Interest Period shall end on the
               next preceding Business Day.  Interest shall accrue from and
               including the first day of an Interest Period to but
               excluding the last day of such Interest Period.

                    "JOINT LEAD ARRANGER" shall mean each of Chase
               Securities Inc., Lehman Brothers Inc. and Merrill Lynch &
               Co., each in its capacity as a joint lead arranger of the
               credit facilities evidenced by this Agreement and the
               Facility B Credit Agreement.

                    "LETTER AGREEMENT" shall mean, collectively, (i) the
               Syndication Letter, dated March 2, 1998, among TUC, the
               Joint Lead Arrangers and the Initial Underwriters, (ii) the
               Underwriting Fee Letter, dated March 2, 1998, among TUC and
               the Initial Underwriters, and (iii) the Agent Fee Letter,
               dated March 2, 1998, among the Administrative Agent, the CAF
               Agent and the Borrowers, each as amended, modified or
               supplemented from time to time.

                    "LIBO RATE" shall mean, with respect to any Eurodollar
               Borrowing for any Interest Period, the rate appearing on
               Page 3750 of the Telerate Service (or on any successor or
               substitute page of such service, or any successor to or
               substitute for such service, providing rate quotations
               comparable to those currently provided on such page of such
               service, as determined by the Administrative Agent from time
               to time for purposes of providing quotations of interest
               rates applicable to dollar deposits in the London interbank
               market) at approximately 11:00 a.m., London time, two
               Business Days prior to the commencement of such Interest
               Period as the rate for dollar deposits with a maturity
               comparable to such Interest Period.  In the event that such
               rate is not available at such time for any reason, then the
               "LIBO RATE" with respect to such Eurodollar Borrowing for
               such Interest Period shall be the rate at which dollar
               deposits of $5,000,000 and for a maturity comparable to such
               Interest Period are offered by the principal London office
               of Chase in immediately available funds in the London
               interbank market at approximately 11:00 a.m. London time,
               two Business Days prior to the commencement of such Interest
               Period.

                    "LICENSES" shall mean those licenses granted under
               Section 6 of the Electricity Act authorizing one or more
               members of the TEG Group to carry on the business of
               electricity generation, supply and distribution and any
               activities ancillary thereto, as amended and extended from
               time to time.

                    "LIEN" shall mean, with respect to any asset, any
               mortgage, lien, pledge, charge, security interest or
               encumbrance of any kind in respect of such asset.  For the
               purposes of this Agreement, any person shall be deemed to
               own subject to a Lien any asset which it has acquired or
               holds subject to the interest of a vendor or lessor under
               any conditional sale agreement, capital lease or other title
               retention agreement relating to such asset.

          <PAGE>

                                                                       13


                    "LOAN" shall mean a Competitive Loan or a Standby Loan,
               whether made as a Eurodollar Loan, an ABR Loan or a Fixed
               Rate Loan, as permitted hereby.

                    "MAJOR DEFAULT" shall mean the occurrence of any of the
               following events:

                         (i)  any Event of Default described in paragraph
                    (h) or (i) of Article VI;

                         (ii) any Target Insolvency Event;

                         (iii)     default shall be made by TUC in the due
                    observance or performance of any covenant, condition or
                    agreement contained in Section 5.14(iii), (iv), (v),
                    (vi) or (vii);

                         (iv) on the date of any Offer Loan, any
                    representation and warranty set forth in Section 3.01,
                    3.02 or 3.03 shall be false or misleading in any
                    material respect; or

                         (v)  any other Default that is within the power of
                    a Borrower to remedy within 7 days of receiving notice
                    of such Default, but that such Borrower chooses not to
                    remedy within 7 days following written notice to the
                    Borrowers by the Administrative Agent requesting the
                    Borrowers to remedy such Default.

                    "MARGIN REGULATIONS" shall mean Regulations G, T, U
               and X of the Board as from time to time in effect, and all
               official rulings and interpretations thereunder or thereof.

                    "MARGIN STOCK" shall have the meaning given such term
               under Regulation U of the Board.

                    "MATERIAL ADVERSE CHANGE" shall mean a materially
               adverse change in the business, assets, operations or
               financial condition of TUC and its Subsidiaries taken as a
               whole which makes any Borrower unable to perform any of its
               obligations under this Agreement or the Facility B Credit
               Agreement or which impairs the rights of, or benefits
               available to, the Lenders under this Agreement or the
               Facility B Credit Agreement; provided that it is agreed and
               understood that the Acquisition, as contemplated by the
               Offer Documents and the Offer Press Release, shall not be
               deemed to be a Material Adverse Change.

                    "MATURITY DATE" shall mean the earlier to occur of
               (i) the last day of the Revolving Period, or, if the
               Borrowers shall have made the Term Election, the date 364
               days following the last day of the Revolving Period and
               (ii) the date of termination or reduction in whole of the
               Commitments pursuant to Section 2.10 or Article VI.

          <PAGE>

                                                                       14

                    "MINING COMPANY" shall mean Texas Utilities Mining
               Company, a Texas corporation, and its successors.

                    "MOODY'S" shall mean Moody's Investors Service, Inc.

                    "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as
               defined in Section 4001(a)(3) of ERISA to which any Borrower
               or any ERISA Affiliate is making, or accruing an obligation
               to make, contributions, or has within any of the preceding
               five plan years made, or accrued an obligation to make,
               contributions.

                    "NOTICE OF COMPETITIVE BID REQUEST" shall mean a
               notification made pursuant to Section 2.03 in the form of
               Exhibit A-2.

                    "OFFER" shall mean the offer made by and on behalf of
               Bidco, on the terms and conditions set forth in the Offer
               Press Release, to acquire the whole of the ordinary share
               capital (whether in issue or failing to be allotted) of TEG
               not already owned by Bidco, as such offer may from time to
               time be amended, revised, renewed or waived in accordance
               with Section 5.14 of this Agreement.

                    "OFFER DOCUMENTS" shall mean each of the documents
               issued or to be issued by Bidco to the shareholders of TEG
               in respect of the Offer (including the forms of acceptance).

                    "OFFER LOAN" shall mean a Loan the proceeds of which
               are used solely for the purposes permitted under
               Section 5.08(ii).

                    "OFFER LOAN COMMITMENT" shall mean, with respect to
               each Lender, the commitment of such Lender set forth in
               Schedule 2.01 hereto to make Offer Loans, as such Offer Loan
               Commitment may be permanently terminated or reduced from
               time to time pursuant to Section 2.10, or modified from time
               to time pursuant to Section 8.04.  The Offer Loan Commitment
               of each Lender shall automatically and permanently terminate
               on the Maturity Date if not terminated earlier pursuant to
               the terms hereof.

                    "OFFER PRESS RELEASE" shall mean the press announcement
               in form and substance acceptable to the Joint Lead
               Arrangers, delivered pursuant to Section 4.02(a) and
               proposed to be released in connection with the Offer.

                    "OPERATING AGREEMENTS" shall mean the (i) Operating
               Agreement, dated April 28, 1978, between Mining Company and
               Dallas Power & Light Company, Texas Electric Service Company
               and Texas Power & Light Company, as amended by the
               Modification of Operating Agreement, dated April 20, 1979,
               between the same parties and (ii) the Operating Agreement,
               dated December 15, 1976, between Fuel Company and Dallas
               Power & Light Company, Texas Electric Service Company and

          <PAGE>

                                                                       15


               Texas Power & Light Company, as the same may be amended from
               time to time, provided that any resulting amended agreement
               shall not increase the scope of Liens permitted under
               Section 5.10(i).

                    "PBGC" shall mean the Pension Benefit Guaranty
               Corporation or any entity succeeding to any or all of its
               functions under ERISA.

                    "PERMITTED ENCUMBRANCES" shall mean, as to any person
               at any date, any of the following:

                    (a)  (i)  Liens for taxes, assessments or governmental
               charges not then delinquent and Liens for workers'
               compensation awards and similar obligations not then
               delinquent and undetermined Liens or charges incidental to
               construction, Liens for taxes, assessments or governmental
               charges then delinquent but the validity of which is being
               contested at the time by such person in good faith against
               which an adequate reserve has been established, with respect
               to which levy and execution thereon have been stayed and
               continue to be stayed and which do not impair the use of the
               property or the operation of such person's business, (ii)
               Liens incurred or created in connection with or to secure
               the performance of bids, tenders, contracts (other than for
               the payment of money), leases, statutory obligations, surety
               bonds or appeal bonds, and mechanics' or materialmen's
               Liens, assessments or similar encumbrances, the existence of
               which does not impair the use of the property subject
               thereto for the purposes for which it was acquired, and
               other Liens of like nature incurred or created in the
               ordinary course of business;

                    (b)  Liens securing indebtedness, neither assumed nor
               guaranteed by such person nor on which it customarily pays
               interest, existing upon real estate or rights in or relating
               to real estate acquired by such person for any substation,
               transmission line, transportation line, distribution line,
               right of way or similar purpose;

                    (c)  rights reserved to or vested in any municipality
               or public authority by the terms of any right, power,
               franchise, grant, license or permit, or by any provision of
               law, to terminate such right, power, franchise, grant,
               license or permit or to purchase or recapture or to
               designate a purchaser of any of the property of such person;

                    (d)  rights reserved to or vested in others to take or
               receive any part of the power, gas, oil, coal, lignite or
               other minerals or timber generated, developed, manufactured
               or produced by, or grown on, or acquired with, any property
               of such person and Liens upon the production from property
               of power, gas, oil, coal, lignite or other minerals or
               timber, and the by-products and proceeds thereof, to secure
               the obligations to pay all or a part of the expenses of
               exploration, drilling, mining or development of such
               property only out of such production or proceeds;

                    (e)  easements, restrictions, exceptions or
               reservations in any property and/or rights of way of such
               person for the purpose of roads, pipe lines, substations,

          <PAGE>

                                                                       16

               transmission lines, transportation lines, distribution
               lines, removal of oil, gas, lignite, coal or other minerals
               or timber, and other like purposes, or for the joint or
               common use of real property, rights of way, facilities
               and/or equipment, and defects, irregularities and
               deficiencies in titles of any property and/or rights of way,
               which do not materially impair the use of such property
               and/or rights of way for the purposes for which such
               property and/or rights of way are held by such person;

                    (f)  rights reserved to or vested in any municipality
               or public authority to use, control or regulate any property
               of such person;

                    (g)  any obligations or duties, affecting the property
               of such person, to any municipality or public authority with
               respect to any franchise, grant, license or permit;

                    (h)  as of any particular time any controls, Liens,
               restrictions, regulations, easements, exceptions or
               reservations of any municipality or public authority
               applying particularly to space satellites or nuclear fuel;

                    (i)  any judgment Lien against such person securing a
               judgment for an amount not exceeding 25% of Consolidated
               Shareholders' Equity, so long as the finality of such
               judgment is being contested by appropriate proceedings
               conducted in good faith and execution thereon is stayed;

                    (j)  any Lien arising by reason of deposits with or
               giving of any form of security to any federal, state,
               municipal or other governmental department, commission,
               board, bureau, agency or instrumentality, domestic or
               foreign, for any purpose at any time as required by law or
               governmental regulation as a condition to the transaction of
               any business or the exercise of any privilege or license, or
               to enable such person to maintain self-insurance or to
               participate in any fund for liability on any insurance risks
               or in connection with workers' compensation, unemployment
               insurance, old age pensions or other social security or to
               share in the privileges or benefits required for companies
               participating in such arrangements; or

                    (k)  any landlords' Lien on fixtures or movable
               property located on premises leased by such person in the
               ordinary course of business so long as the rent secured
               thereby is not in default.

                    "PERSON" shall mean any natural person, corporation,
               business trust, joint venture, association, company, limited
               liability company, partnership or government, or any agency
               or political subdivision thereof.

                    "PLAN" shall mean any employee pension benefit plan
               described under Section 3(2) of ERISA (other than a
               Multiemployer Plan) subject to the provisions of Title IV of
               ERISA that is maintained by any Borrower or any ERISA
               Affiliate.

          <PAGE>

                                                                       17

                    "POOLING AND SETTLEMENT AGREEMENT" shall mean the
               pooling and settlement agreement, dated March 30, 1990,
               between REC and the National Grid Company plc and others.

                    "REC" shall mean Eastern Electricity plc (company no.
               2366906).

                    "REGISTER" shall have the meaning given such term in
               Section 8.04(d).

                    "REPORTABLE EVENT" shall mean any reportable event as
               defined in Sections 4043(c)(1)-(8) of ERISA or the
               regulations issued thereunder (other than a reportable event
               for which the 30 day notice requirement has been waived)
               with respect to a Plan (other than a Plan maintained by an
               ERISA Affiliate that is considered an ERISA Affiliate only
               pursuant to subsection (m) or (o) of Code Section 414).

                    "REQUIRED LENDERS" shall mean, at any time, Lenders
               having Commitments representing in excess of 50% of the
               Total Commitment or, (i) for purposes of acceleration
               pursuant to clause (ii) of Article VI, or (ii) if the Total
               Commitment has been terminated, Lenders holding Loans
               representing in excess of 50% of the aggregate principal
               amount of the Loans outstanding.

                    "RESPONSIBLE OFFICER" of any corporation shall mean any
               executive officer or Financial Officer of such corporation
               and any other officer or similar official thereof
               responsible for the administration of the obligations of
               such corporation in respect of this Agreement.

                    "RESTATEMENT DATE" shall have the meaning assigned to
               such term in Section 4.01.

                    "REVOLVING PERIOD" shall mean the period beginning on
               March 2, 1998 and ending on February 25, 2000.

                    "S&P" shall mean Standard & Poor's Ratings Services (a
               division of The McGraw-Hill Companies, Inc.).

                    "SEC" shall mean the Securities and Exchange
               Commission.

                    "SIGNIFICANT SUBSIDIARY" shall mean at any time a
               Subsidiary of TUC that as of such time satisfies the
               definition of a "significant subsidiary" contained as of May
               28, 1998, in Regulation S-X of the SEC; provided, that each
               of TU Electric, Enserch and any other Borrower hereunder
               shall at all times be considered a Significant Subsidiary of
               TUC.

                    "STANDBY BORROWING" shall mean a Borrowing consisting
               of simultaneous Standby Loans from each of the Lenders.

          <PAGE>

                                                                       18


                    "STANDBY BORROWING REQUEST" shall mean a request made
               pursuant to Section 2.04 in the form of Exhibit A-5.

                    "STANDBY LOANS" shall mean the revolving loans made
               pursuant to Section 2.04.  Each Standby Loan shall be a
               Eurodollar Standby Loan or an ABR Loan.

                    "STATUTORY RESERVES" shall mean a fraction (expressed
               as a decimal), the numerator of which is the number one and
               the denominator of which is the number one minus the
               aggregate (without duplication) of the maximum reserve
               percentages (including any marginal, special, emergency or
               supplemental reserves) expressed as a decimal established by
               the Board and any other banking authority to which the
               Administrative Agent is subject for new negotiable
               nonpersonal time deposits in dollars of over $100,000 with
               maturities approximately equal to three months.  Statutory
               Reserves shall be adjusted automatically on and as of the
               effective date of any change in any reserve percentage.

                    "SUBSIDIARY" shall mean, with respect to any person
               (the "PARENT"), any corporation or other entity of which
               securities or other ownership interests having ordinary
               voting power to elect a majority of the board of directors
               or other persons performing similar functions are at the
               time directly or indirectly owned by such parent.

                    "SUBSTANTIAL" shall mean an amount in excess of 10% of
               the consolidated assets of TUC and its Consolidated
               Subsidiaries taken as a whole.

                    "TAKEOVER PANEL" shall mean the Panel on Takeovers and
               Mergers of the U.K.

                    "TARGET INSOLVENCY EVENT" shall mean any one or more of
               the following events:

                         (i)  any Acquisition Company is deemed pursuant to
                    applicable law unable to pay its debts as they fall due
                    or commences negotiations with its creditors with a
                    view to a general re-scheduling of indebtedness;

                         (ii) any administrative or other receiver or
                    manager is appointed over any Acquisition Company or
                    any material part of the assets, business or
                    undertaking of such Acquisition Company;

                         (iii)     a winding-up order or an administration
                    order is made in relation to any Acquisition Company;

                         (iv) any Acquisition Company threatens to pass or
                    passes a resolution for (or petitions for) its winding
                    up or administration; or

                         (v)  with respect to any Loan made for the purpose
                    described in Section 5.08(ii)(D), the occurrence of any
                    event described in paragraphs (i) through (iv) above

          <PAGE>

                                                                       19

                    with respect to TEG, any Significant Subsidiary of TEG
                    or any holder of a License.

                    "TARGET SHARES" means the issued and to be issued
               shares in the capital of TEG (including TEG's American
               Depositary Shares) that are the subject of the Offer.

                    "TEG" shall mean The Energy Group PLC.

                    "TEG GROUP" shall mean TEG and its Subsidiaries.

                    "TERM ELECTION" shall have the meaning assigned to that
               term in Section 2.19.

                    "TOTAL COMMITMENT" shall mean, at any time, the
               aggregate amount of Commitments of all the Lenders, as in
               effect at such time.

                    "TRANSACTIONS" shall have the meaning assigned to such
               term in Section 3.02.

                    "TU ELECTRIC APPROVAL DATE" shall mean the first date
               on which the following shall have occurred:  TU Electric
               shall have delivered to the Administrative Agent (in
               sufficient copies for each of the Lenders) (i) a certificate
               of the Secretary or an Assistant Secretary of TU Electric
               certifying that (A) attached thereto are true and correct
               copies of all corporate resolutions and all orders, consents
               and approvals required by any Governmental Authority in
               order to permit or authorize TU Electric to borrow and to
               repay Loans hereunder and "Loans" under and as defined in
               the Facility B Credit Agreement in an aggregate principal
               amount at least equal to the sum of the General Loan
               Commitments hereunder and the "Commitments" under and as
               defined in the Facility B Credit Agreement and (B) that all
               such resolutions, orders, consents and approvals are in full
               force and effect, sufficient for their purpose and, in the
               case of such orders, consents and approvals, not subject to
               any pending or, to the knowledge of such Secretary or
               Assistant Secretary (as the case may be), threatened appeal
               or other proceeding seeking reconsideration or review
               thereof and (ii) an opinion of counsel to TU Electric, in
               form and substance satisfactory to the Administrative Agent,
               as to such orders, consents and approvals and as to the
               enforceability of the obligations of TU Electric hereunder
               on and after such date.

                    "TU ELECTRIC MORTGAGE" shall mean the Mortgage and Deed
               of Trust, dated as of December 1, 1983, from TU Electric to
               Irving Trust Company (now The Bank of New York), Trustee, as
               amended or supplemented from time to time.

                    "TYPE", when used in respect of any Loan or Borrowing,
               shall refer to the Rate by reference to which interest on
               such Loan or on the Loans comprising such Borrowing is
               determined. For purposes hereof, "RATE" shall include the
               LIBO Rate, the Alternate Base Rate and the Fixed Rate.

          <PAGE>

                                                                       20

                    "U.K. FACILITY AGREEMENT" shall mean the Pound British
               3.515 Billion Facilities Agreement, dated March 2, 1998, as
               amended March 3, 1998, April 21, 1998 and May 28, 1998,
               among FinCo 1, FinCo 2, Bidco, the lenders parties thereto
               and certain other parties named therein, as amended,
               modified or supplemented from time to time.

                    "UNCONDITIONAL DATE" shall mean May 19, 1998.

                    "VOTING SHARES" shall mean, as to shares of a
               particular corporation, outstanding shares of stock of any
               class of such corporation entitled to vote in the election
               of directors, excluding shares entitled so to vote only upon
               the happening of some contingency.

                    "WHOLLY OWNED SUBSIDIARY" shall mean any Consolidated
               Subsidiary all the shares of common stock and other voting
               capital stock or other voting ownership interests having
               ordinary voting power to vote in the election of the board
               of directors or other governing body performing similar
               functions (except directors' qualifying shares) of which are
               at the time directly or indirectly owned by TUC.

                    "WITHDRAWAL LIABILITY" shall mean liability of a
               Borrower established under Section 4201 of ERISA as a result
               of a complete or partial withdrawal from a Multiemployer
               Plan, as such terms are defined in Part I of Subtitle E of
               Title IV of ERISA.

               SECTION 1.02.  TERMS GENERALLY.  The definitions in Section
          1.01 shall apply equally to both the singular and plural forms of
          the terms defined.  Whenever the context may require, any pronoun
          shall include the corresponding masculine, feminine and neuter
          forms.  The words "include," "includes" and "including" shall be
          deemed to be followed by the phrase "without limitation."  All
          references herein to Articles, Sections, Exhibits and Schedules
          shall be deemed references to Articles and Sections of, and
          Exhibits and Schedules to, this Agreement unless the context
          shall otherwise require.  Except as otherwise expressly provided
          herein, all terms of an accounting or financial nature shall be
          construed in accordance with GAAP, as in effect from time to
          time; provided, however, that for purposes of determining
          compliance with any covenant set forth in Article V, such terms
          shall be construed in accordance with GAAP as in effect on the
          date hereof applied on a basis consistent with the application
          used in preparing the Borrowers' audited financial statements
          referred to in Section 3.05.


                                      ARTICLE II
                                     THE CREDITS

               SECTION 2.01.  COMMITMENTS.  Subject to the terms and
          conditions and relying upon the representations and warranties
          herein set forth, each Lender agrees, severally and not jointly,
          to make Standby Loans, at any time and from time to time until
          the earlier of the Maturity Date and the termination of the
          Commitment of such Lender, to each Borrower in an aggregate
          principal amount at any time outstanding not to exceed such
          Lender's Commitment minus the amount by which the Competitive

          <PAGE>

                                                                      21


          Loans made to any Borrower and outstanding at such time shall be
          deemed to have used such Commitment pursuant to Section 2.14,
          subject, however, to the conditions that (i) at no time shall the
          sum of (x) the outstanding aggregate principal amount of all
          Standby Loans plus (y) the outstanding aggregate principal amount
          of all Competitive Loans exceed the Total Commitment, (ii) Offer
          Loans shall be made solely to TUC and in no more than ten
          Borrowings that would, after giving effect to any such Borrowing,
          increase the principal amount of Loans outstanding, (iii) at no
          time shall the sum of (x) the outstanding aggregate principal
          amount of Offer Loans plus (y) the outstanding aggregate
          principal amount of General Loans used for purposes described in
          Sections 5.08(ii)(A), (C) and (E) and Loans under and as defined
          in the Facility B Credit Agreement used for purposes described in
          Section 5.08(ii) exceed $2,930,000,000, (iv) at no time shall the
          sum of (x) the outstanding aggregate principal amount of all
          Loans made to Enserch plus (y) the outstanding aggregate
          principal amount of all Loans under and as defined in the
          Facility B Credit Agreement made to Enserch exceed $650,000,000,
          (v) unless and until the TU Electric Approval Date shall have
          occurred, at no time shall the sum of (x) the outstanding
          aggregate principal amount of all Loans made to TU Electric plus
          (y) the outstanding aggregate principal amount of all Loans under
          and as defined in the Facility B Credit Agreement made to TU
          Electric exceed $1,250,000,000, (vi) at no time shall the
          outstanding aggregate principal amount of all Standby Loans made
          by any Lender exceed the amount of such Lender's Commitment and
          (vii) at all times, the outstanding aggregate principal amount of
          all Standby Loans made by each Lender to each Borrower shall
          equal the product of (A) the percentage which such Lender's
          Commitment represents of the Total Commitment times (B) the
          outstanding aggregate principal amount of all Standby Loans made
          to such Borrower.

               Within the foregoing limits, the Borrowers may borrow, pay
          or prepay and, subject to the limitations set forth in Section
          2.11(a), reborrow Standby Loans hereunder, on and after the
          Effective Date and prior to the Maturity Date, subject to the
          terms, conditions and limitations set forth herein.

               SECTION 2.02  LOANS.  (a)  Each Standby Loan shall be made
          as part of a Borrowing consisting of Loans made by the Lenders
          ratably in accordance with their respective Commitments;
          provided, however, that the failure of any Lender to make any
          Standby Loan shall not in itself relieve any other Lender of its
          obligation to lend hereunder (it being understood, however, that
          no Lender shall be responsible for the failure of any other
          Lender to make any Loan required to be made by such other
          Lender).  Each Competitive Loan shall be made in accordance with
          the procedures set forth in Section 2.03.  The Standby Loans or
          Competitive Loans comprising any Borrowing shall be (i) in the
          case of Competitive Loans, in an aggregate principal amount which
          is an integral multiple of $1,000,000 and not less than
          $5,000,000 and (ii) in the case of Standby Loans, in an aggregate
          principal amount which is an integral multiple of $5,000,000 and
          not less than $25,000,000 (or an aggregate principal amount equal
          to the remaining balance of the available Commitments).

               (b)  Each Competitive Borrowing shall be comprised entirely
          of Eurodollar Competitive Loans or Fixed Rate Loans, and each
          Standby Borrowing shall be comprised entirely of Eurodollar

          <PAGE>

                                                                   22


          Standby Loans or ABR Loans, as the Borrower may request pursuant
          to Section 2.03 or 2.04, as applicable. Each Lender may at its
          option make any Eurodollar Loan by causing any domestic or
          foreign branch or Affiliate of such Lender to make such Loan;
          provided that any exercise of such option shall not affect the
          obligation of the Borrower to repay such Loan in accordance with
          the terms of this Agreement.  Borrowings of more than one Type
          may be outstanding at the same time.

               (c)  Subject to paragraph (d) below, each Lender shall make
          each Loan to be made by it hereunder on the proposed date thereof
          by wire transfer of immediately available funds to the
          Administrative Agent in Houston, Texas, not later than noon,
          Houston time, and the Administrative Agent shall by 2:00 p.m.,
          Houston time, credit the amounts so received to the account or
          accounts specified from time to time in one or more notices
          delivered by the applicable Borrower to the Administrative Agent
          or, if a Borrowing shall not occur on such date because any
          condition precedent herein specified shall not have been met,
          return the amounts so received to the respective Lenders.
          Competitive Loans shall be made by the Lender or Lenders whose
          Competitive Bids therefor are accepted pursuant to Section 2.03
          in the amounts so accepted.  Standby Loans shall be made by the
          Lenders pro rata in accordance with Section 2.14.  Unless the
          Administrative Agent shall have received notice from a Lender
          prior to the date of any Borrowing that such Lender will not make
          available to the Administrative Agent such Lender's portion of
          such Borrowing, the Administrative Agent may assume that such
          Lender has made such portion available to the Administrative
          Agent on the date of such Borrowing in accordance with this
          paragraph (c) and the Administrative Agent may, in reliance upon
          such assumption, make available to the Borrower on such date a
          corresponding amount.  If and to the extent that such Lender
          shall not have made such portion available to the Administrative
          Agent, such Lender and such Borrower (without waiving any claim
          against such Lender for such Lender's failure to make such
          portion available) severally agree to repay to the Administrative
          Agent forthwith on demand such corresponding amount together with
          interest thereon, for each day from the date such amount is made
          available to the Borrower until the date such amount is repaid to
          the Administrative Agent at (i) in the case of the Borrower, the
          interest rate applicable at the time to the Loans comprising such
          Borrowing and (ii) in the case of such Lender, the Federal Funds
          Effective Rate.  If such Lender shall repay to the Administrative
          Agent such corresponding amount, such amount shall constitute
          such Lender's Loan as part of such Borrowing for purposes of this
          Agreement.

               (d)  A Borrower may refinance all or any part of any Standby
          Borrowing with a Standby Borrowing of the same or a different
          Type, subject to the conditions and limitations set forth in this
          Agreement.  Any Standby Borrowing or part thereof so refinanced
          shall be deemed to be repaid or prepaid in accordance with
          Section 2.06 or 2.11, as applicable, with the proceeds of a new
          Standby Borrowing, and the proceeds of the new Standby Borrowing,
          to the extent they do not exceed the principal amount of the
          Standby Borrowing being refinanced, shall not be paid by the
          Lenders to the Administrative Agent or by the Administrative
          Agent to such Borrower pursuant to paragraph (c) above.


          <PAGE>
                                                                 23

               SECTION 2.03.  COMPETITIVE BID PROCEDURE.  (a)  In order to
          request Competitive Bids, a Borrower shall hand deliver or
          telecopy to the CAF Agent a duly completed Competitive Bid
          Request in the form of Exhibit A-1 hereto, to be received by the
          CAF Agent (i) in the case of a Eurodollar Competitive Borrowing,
          not later than 11:00 a.m., New York City time, four Business Days
          before a proposed Competitive Borrowing and (ii) in the case of a
          Fixed Rate Borrowing, not later than 11:00 a.m., New York City
          time, one Business Day before a proposed Competitive Borrowing.
          No ABR Loan shall be requested in, or made pursuant to, a
          Competitive Bid Request.  A Competitive Bid Request that does not
          conform substantially to the format of Exhibit A-1 may be
          rejected in the CAF Agent's sole discretion, and the CAF Agent
          shall promptly notify the Borrower of such rejection by telecopy.
          Each Competitive Bid Request shall refer to this Agreement and
          specify (w) whether the Borrowing then being requested is to be a
          Eurodollar Borrowing or a Fixed Rate Borrowing, (x) the date of
          such Borrowing (which shall be a Business Day) and the aggregate
          principal amount thereof which shall be in a minimum principal
          amount of $5,000,000 and in an integral multiple of $1,000,000,
          and (y) the Interest Period with respect thereto (which may not
          end after the earlier to occur of the last day of the Revolving
          Period and the Maturity Date).  Promptly after its receipt of a
          Competitive Bid Request that is not rejected as aforesaid, the
          CAF Agent shall telecopy to each Lender a Notice of Competitive
          Bid Request in the form of Exhibit A-2 inviting the Lenders to
          bid, on the terms and conditions of this Agreement, to make
          Competitive Loans.

               (b)  Each Lender invited to bid may, in its sole discretion,
          make one or more Competitive Bids to the Borrower responsive to
          such Borrower's Competitive Bid Request.  Each Competitive Bid by
          a Lender must be received by the CAF Agent by telecopy, in the
          form of Exhibit A-3 hereto, (i) in the case of a Eurodollar
          Competitive Borrowing, not later than 9:30 a.m., New York City
          time, three Business Days before a proposed Competitive Borrowing
          and (ii) in the case of a Fixed Rate Borrowing, not later than
          9:30 a.m., New York City time, on the day of a proposed
          Competitive Borrowing.  Multiple bids will be accepted by the CAF
          Agent.  Competitive Bids that do not conform substantially to the
          format of Exhibit A-3 may be rejected by the CAF Agent, and the
          CAF Agent shall notify the Lender making such nonconforming bid
          of such rejection as soon as practicable.  Each Competitive Bid
          shall refer to this Agreement and specify (x) the principal
          amount (which shall be in a minimum principal amount of
          $5,000,000 and in an integral multiple of $1,000,000 and which
          may equal the entire principal amount of the Competitive
          Borrowing requested by the applicable Borrower) of the
          Competitive Loan or Loans that the Lender is willing to make to
          such Borrower, (y) the Competitive Bid Rate or Rates at which the
          Lender is prepared to make the Competitive Loan or Loans and (z)
          the Interest Period and the last day thereof.  If any Lender
          invited to bid shall elect not to make a Competitive Bid, such
          Lender shall so notify the CAF Agent by telecopy (I) in the case
          of Eurodollar Competitive Loans, not later than 9:30 a.m., New
          York City time, three Business Days before a proposed Competitive
          Borrowing, and (II) in the case of Fixed Rate Loans, not later
          than 9:30 a.m., New York City time, on the day of a proposed
          Competitive Borrowing; provided, however, that failure by any
          Lender to give such notice shall not cause such Lender to be
          obligated to make any Competitive Loan as part of such
          Competitive Borrowing.  A Competitive Bid submitted by a Lender
          pursuant to this paragraph (b) shall be irrevocable.

          <PAGE>

                                                                     23

               (c)  The CAF Agent shall notify the Borrower by telecopy, of
          all the Competitive Bids made, the Competitive Bid Rate and the
          principal amount of each Competitive Loan in respect of which
          such Competitive Bid was made and the identity of the Lender that
          made each such bid by (i)in the case of a Eurodollar Competitive
          Borrowing, not later than 10:00 a.m., New York City time, three
          Business Days before a proposed Competitive Borrowing and (ii) in
          the case of a Fixed Rate Borrowing, not later than 10:00 a.m.,
          New York City time, on the day of a proposed Competitive
          Borrowing.  The CAF Agent shall send a copy of all Competitive
          Bids to the Borrower for its records as soon as practicable after
          the completion of the bidding process set forth in this Section
          2.03.

               (d)  A Borrower may in its sole and absolute discretion,
          subject only to the provisions of this paragraph (d), accept or
          reject any or all Competitive Bids referred to in paragraph (c)
          above.  Such Borrower shall notify the CAF Agent by telephone,
          confirmed by telecopy in the form of a Competitive Bid
          Accept/Reject Letter, whether and to what extent it has decided
          to accept or reject any of or all the bids referred to in
          paragraph (c) above by (i) in the case of a Eurodollar
          Competitive Borrowing, not later than 10:30 a.m., New York City
          time, three Business Days before a proposed Competitive Borrowing
          and (ii) in the case of a Fixed Rate Borrowing, not later than
          10:30 a.m., New York City time, on the day of a proposed
          Competitive Borrowing; provided, however, that (i) the failure by
          such Borrower to give such notice shall be deemed to be a
          rejection of all the bids referred to in paragraph (c) above,
          (ii) such Borrower shall not accept a bid made at a particular
          Competitive Bid Rate if it has decided to reject a bid made at a
          lower Competitive Bid Rate, (iii) the aggregate amount of the
          Competitive Bids accepted by such Borrower shall not exceed the
          principal amount specified in the Competitive Bid Request, (iv)
          if such Borrower shall accept a bid or bids made at a particular
          Competitive Bid Rate but the amount of such bid or bids shall
          cause the total amount of bids to be accepted by such Borrower to
          exceed the amount specified in the Competitive Bid Request, then
          such Borrower shall accept a portion of such bid or bids in an
          amount equal to the amount specified in the Competitive Bid
          Request less the amount of all other Competitive Bids accepted
          with respect to such Competitive Bid Request, which acceptance,
          in the case of multiple bids at such Competitive Bid Rate, shall
          be made pro rata in accordance with the amount of each such bid
          at such Competitive Bid Rate, and (v) except pursuant to
          clause (iv) above, no bid shall be accepted for a Competitive
          Loan unless such Competitive Loan is in a minimum principal
          amount of $5,000,000 and an integral multiple of $1,000,000;
          provided further, however, that if a Competitive Loan must be in
          an amount less than $5,000,000 because of the provisions of
          clause (iv) above, such Competitive Loan may be for a minimum of
          $1,000,000 or any integral multiple thereof, and in calculating
          the pro rata allocation of acceptances of portions of multiple
          bids at a particular Competitive Bid Rate pursuant to clause (iv)
          the amounts shall be rounded to integral multiples of $1,000,000
          in a manner which shall be in the discretion of the applicable
          Borrower.  A notice given by a Borrower pursuant to this
          paragraph (d) shall be irrevocable.

               (e)  The CAF Agent shall promptly notify each bidding Lender
          (and the Administrative Agent), by telecopy, whether or not its
          Competitive Bid has been accepted (and if so, in what amount and
          at what Competitive Bid Rate) and each successful bidder will

          <PAGE>

                                                                     25

          thereupon become bound, subject to the other applicable
          conditions hereof, to make the Competitive Loan in respect of
          which its bid has been accepted.

               (f)  No Competitive Borrowing shall be requested or made
          hereunder if after giving effect thereto any of the conditions
          set forth in clauses (i) through (iv) of Section 2.01 would not
          be met.

               (g)  If either the Administrative Agent or CAF Agent shall
          elect to submit a Competitive Bid in its capacity as a Lender,
          such party shall submit such bid directly to the Borrower one
          quarter of an hour earlier than the latest time at which the
          other Lenders are required to submit their bids to the CAF Agent
          pursuant to paragraph (b) above.

               (h)  Each of the Borrowers and the CAF Agent shall deliver
          to the Administrative Agent by telecopy copies of all notices
          delivered by it pursuant to this Section 2.03 at the same times
          such notices are delivered hereunder.  All notices required by
          this Section 2.03 shall be given in accordance with Section 8.01.

               (i)  A Competitive Bid Request shall not be made within five
          Business Days after the date of any previous Competitive Bid
          which was accepted by a Borrower pursuant to paragraph (d) above.

               (j)  Notwithstanding any provision in this Agreement to the
          contrary, no Competitive Borrowing shall be made or requested
          after the last day of the Revolving Period.

               SECTION 2.04.  STANDBY BORROWING PROCEDURE.  In order to
          request a Standby Borrowing, a Borrower shall hand deliver or
          telecopy to the Administrative Agent a duly completed Standby
          Borrowing Request in the form of Exhibit A-5 (a) in the case of a
          Eurodollar Standby Borrowing, not later than 10:00 a.m., Houston
          time, three Business Days before such Borrowing, and (b) in the
          case of an ABR Borrowing, not later than 10:00 a.m., Houston
          time, one Business Day before such Borrowing.  No Fixed Rate Loan
          shall be requested or made pursuant to a Standby Borrowing
          Request.  Such notice shall be irrevocable and shall in each case
          specify (i) whether the Borrowing then being requested is to be a
          Eurodollar Standby Borrowing or an ABR Borrowing; (ii) the date
          of such Standby Borrowing (which shall be a Business Day) and the
          amount thereof; and (iii) if such Borrowing is to be a Eurodollar
          Standby Borrowing, the Interest Period with respect thereto,
          which shall not end after the Maturity Date.  If no election as
          to the Type of Standby Borrowing is specified in any such notice,
          then the requested Standby Borrowing shall be an ABR Borrowing.
          If no Interest Period with respect to any Eurodollar Standby
          Borrowing is specified in any such notice, then the Borrower
          shall be deemed to have selected an Interest Period of one
          month's duration (subject to the limitations set forth in the
          definition of "Interest Period").  If a Borrower shall not have
          given notice in accordance with this Section 2.04 of its election
          to refinance a Standby Borrowing prior to the end of the Interest
          Period in effect for such Borrowing, then such Borrower shall
          (unless such Borrowing is repaid at the end of such Interest
          Period) be deemed to have given notice of an election to

          <PAGE>
                                                                26

          refinance such Borrowing with an ABR Borrowing.  Notwithstanding
          any other provision of this Agreement to the contrary, no Standby
          Borrowing shall be requested if the Interest Period with respect
          thereto would end after the Maturity Date.  The Administrative
          Agent shall promptly advise the Lenders of any notice given
          pursuant to this Section 2.04 and of each Lender's portion of the
          requested Borrowing.

               SECTION 2.05  FEES.  (a) The Borrowers agree jointly and
          severally to pay to each Lender, through the Administrative
          Agent, on each March 31, June 30, September 30 and December 31
          (with the first payment being due on June 30, 1998) and on each
          date on which the Commitment of such Lender shall be terminated
          as provided herein, a facility fee (a "FACILITY FEE"), at a rate
          per annum equal to the Facility Fee Percentage from time to time
          in effect on the amount of the sum of the unused Commitment of
          such Lender plus the principal amount of Loans outstanding made
          by such Lender (without regard, in either case, to any
          Competitive Loans made by any Lender), during the preceding
          quarter (or other period commencing on the earlier of the
          Effective Date and June 30, 1998 or ending with the Maturity Date
          or any date on which the Commitment of such Lender shall be
          terminated).  All Facility Fees shall be computed on the basis of
          the actual number of days elapsed in a year of 365 or 366 days,
          as the case may be.  The Facility Fee due to each Lender shall
          commence to accrue on the earlier of the Effective Date and June
          30, 1998, and shall cease to accrue on the earlier of the
          Maturity Date and the termination of the Commitment of such
          Lender as provided herein.

               (b)  Each Borrower agrees jointly and severally to pay the
          Administrative Agent, for its own account, the administrative
          fees provided for in the Agent Fee Letter referred to in the
          Letter Agreement (the "ADMINISTRATIVE FEES").

               (c)  Each Borrower agrees to pay the CAF Agent, for its own
          account, the Auction Fees applicable to such Borrower.

               (d)  All Fees shall be paid on the dates due, in immediately
          available funds, to the Administrative Agent for distribution, if
          and as appropriate, among the Lenders, the Initial Underwriters
          or the Joint Lead Arrangers or to the CAF Agent.  Once paid, none
          of the Fees shall be refundable under any circumstances.

               SECTION 2.06.  REPAYMENT OF LOANS; EVIDENCE OF INDEBTEDNESS.
          (a)  The outstanding principal balance of each Loan shall be due
          and payable on the last day of the Interest Period applicable
          thereto and on the Maturity Date.

               (b)  Each Lender shall maintain in accordance with its usual
          practice an account or accounts evidencing the indebtedness to
          such Lender resulting from each Loan made by such Lender from
          time to time, including the amounts of principal and interest
          payable and paid to such Lender from time to time under this
          Agreement.

               (c)  The Administrative Agent shall maintain accounts in
          which it will record (i) the amount of each Loan made hereunder,
          the Type of each Loan made and the Interest Period applicable

          <PAGE>
                                                                27

          thereto, (ii) the amount of any principal or interest due and
          payable or to become due and payable from each Borrower to each
          Lender hereunder and (iii) the amount of any sum received by the
          Administrative Agent hereunder from each Borrower and each
          Lender's share thereof.

               (d)  The entries made in the accounts maintained pursuant to
          paragraphs (b) and (c) of this Section 2.06 shall, to the extent
          permitted by applicable law, be prima facie evidence of the
          existence and amounts of the obligations therein recorded;
          provided, however, that the failure of any Lender or the
          Administrative Agent to maintain such accounts or any error
          therein shall not in any manner affect the obligations of the
          Borrowers to repay the Loans in accordance with their terms.

               SECTION 2.07.  INTEREST ON LOANS.  (a) Subject to the
          provisions of Section 2.08, the Loans comprising each Eurodollar
          Borrowing shall bear interest (computed on the basis of the
          actual number of days elapsed over a year of 360 days) at a rate
          per annum equal to the LIBO Rate for the Interest Period in
          effect for such Borrowing plus the Applicable Margin from time to
          time in effect and in the case of each Eurodollar Competitive
          Loan, the LIBO Rate for the Interest Period in effect for such
          Borrowing plus the Competitive Bid Margin offered by the Lender
          making such Loan and accepted by the applicable Borrower pursuant
          to Section 2.03.

               (b)  Subject to the provisions of Section 2.08, the Loans
          comprising each ABR Borrowing shall bear interest (computed on
          the basis of the actual number of days elapsed over a year of 365
          or 366 days, as the case may be, for periods during which the
          Alternate Base Rate is determined by reference to the Prime Rate
          and 360 days for other periods) at a rate per annum equal to the
          Alternate Base Rate plus the Applicable Margin from time to time
          in effect.

               (c)  Subject to the provisions of Section 2.08, each Fixed
          Rate Loan shall bear interest at a rate per annum (computed on
          the basis of the actual number of days elapsed over a year of 360
          days) equal to the fixed rate of interest offered by the Lender
          making such Loan and accepted by the Borrower pursuant to Section
          2.03.

               (d)  Interest on each Loan shall be payable on each Interest
          Payment Date applicable to such Loan except as otherwise provided
          in this Agreement.  The applicable LIBO Rate or Alternate Base
          Rate for each Interest Period or day within an Interest Period,
          as the case may be, shall be determined by Chase, and such
          determination shall be conclusive absent manifest error; provided
          that Chase shall, upon request, provide to the applicable
          Borrower a certificate setting forth in reasonable detail the
          basis for such determination.

               SECTION 2.08.  DEFAULT INTEREST.  If a Borrower shall
          default in the payment of the principal of or interest on any
          Loan or any other amount becoming due hereunder, whether by
          scheduled maturity, notice of prepayment, acceleration or
          otherwise, such Borrower shall on demand from time to time from
          the Administrative Agents pay interest, to the extent permitted
          by law, on such defaulted amount up to (but not including) the
          date of actual payment (after as well as before judgment) at a

          <PAGE>
                                                                  28


          rate per annum (computed as provided in Section 2.07(b)) equal to
          the Alternate Base Rate plus the Applicable Margin for ABR Loans
          plus 1%.

               SECTION 2.09.  ALTERNATE RATE OF INTEREST.  In the event,
          and on each occasion, that on the day two Business Days prior to
          the commencement of any Interest Period for a Eurodollar
          Borrowing the Administrative Agent shall have determined (i) that
          dollar deposits in the principal amounts of the Eurodollar Loans
          comprising such Borrowing are not generally available in the
          London interbank market or (ii) that reasonable means do not
          exist for ascertaining the LIBO Rate, the Administrative Agent
          shall, as soon as practicable thereafter, give telecopy notice of
          such determination to the Borrowers and the Lenders.  In the
          event of any such determination under clauses (i) or (ii) above,
          until the Administrative Agent shall have advised the Borrowers
          and the Lenders that the circumstances giving rise to such notice
          no longer exist, (x) any request by a Borrower for a Eurodollar
          Competitive Borrowing pursuant to Section 2.03 shall be of no
          force and effect and shall be denied by the Administrative Agent
          and (y) any request by a Borrower for a Eurodollar Standby
          Borrowing pursuant to Section 2.04 shall be deemed to be a
          request for an ABR Borrowing.  In the event the Required Lenders
          notify the Administrative Agent that the rates at which dollar
          deposits are being offered will not adequately and fairly reflect
          the cost to such Lenders of making or maintaining Eurodollar
          Loans during such Interest Period, the Administrative Agent shall
          notify the applicable Borrower of such notice and until the
          Required Lenders shall have advised the Administrative Agent that
          the circumstances giving rise to such notice no longer exist, any
          request by such Borrower for a Eurodollar Standby Borrowing shall
          be deemed a request for an ABR Borrowing.  Each determination by
          the Administrative Agent hereunder shall be made in good faith
          and shall be conclusive absent manifest error; provided that the
          Administrative Agent, shall, upon request, provide to the
          applicable Borrower a certificate setting forth in reasonable
          detail the basis for such determination.

               SECTION 2.10.  TERMINATION AND REDUCTION OF COMMITMENTS.
          1.  The Commitments shall be automatically terminated on the
          Maturity Date.  In addition, until such time as the Equity Event
          shall have occurred, the Offer Loan Commitments shall be
          automatically reduced by an amount equal to the net proceeds of
          any issuance or disposition or any payment to TUC, in each case
          described in Section 2.11(d), with such reduction to be effective
          on the later to occur of the date of such issuance, sale or
          payment, as the case may be, and the date specified under Section
          2.11(d) for any related prepayment or repayment of the Offer
          Loans.

               (b)  Upon (i) the date of the withdrawal or lapse of the
          Offer and (ii) 28 days after the Effective Date if the Offer has
          not yet been posted, the unused Offer Loan Commitments shall be
          automatically terminated.

               (c)  Upon at least two Business Days' prior irrevocable
          written notice to the Administrative Agent, the Borrowers, acting
          jointly, may at any time in whole permanently terminate, or from
          time to time in part permanently reduce, the Offer Loan
          Commitments or the General Loan Commitments; provided, however,
          that (i) each partial reduction of the Commitments shall be in an
          integral multiple of $10,000,000 and in a minimum principal

          <PAGE>
                                                                  29


          amount of $10,000,000 and (ii) no such termination or reduction
          shall be made that would reduce the Total Commitment to an amount
          (1) less than the aggregate outstanding principal amount of all
          Competitive Loans or (2) less than $50,000,000, unless the result
          of such termination or reduction referred to in this clause (2)
          is to reduce the Total Commitment to $0.  The Administrative
          Agent shall advise the Lenders of any notice given pursuant to
          this Section 2.10(c) and of each Lender's portion of any such
          termination or reduction of the Total Commitment.

               (d)  If the Borrowers shall make the Term Election, then on
          the last day of the Revolving Period the Total Commitment shall
          be permanently reduced to an amount equal to the aggregate
          principal amount of Loans then outstanding.  In addition, if on
          any date following the last day of the Revolving Period the
          aggregate principal amount of Loans then outstanding shall be
          less than the Total Commitment, then on such date the Total
          Commitment shall be permanently reduced to an amount equal to the
          aggregate principal amount of Loans then outstanding.

               (e)  Each reduction in the Total Commitment hereunder shall
          be made ratably among the Lenders in accordance with their
          respective Commitments.  The Borrowers shall pay to the
          Administrative Agent for the account of the Lenders, on the date
          of each termination or reduction of the Total Commitment, the
          Facility Fees on the amount of the Commitments so terminated or
          reduced accrued through the date of such termination or
          reduction.

               SECTION 2.11.  PREPAYMENT.  (a)  Each Borrower shall have
          the right at any time and from time to time to prepay any Standby
          Borrowing, in whole or in part, upon giving telecopy notice (or
          telephone notice promptly confirmed by telecopy) to the
          Administrative Agent: (i) before 10:00 a.m., Houston time, three
          Business Days prior to prepayment, in the case of Eurodollar
          Loans, and (ii) before 10:00 a.m., Houston time, one Business Day
          prior to prepayment, in the case of ABR Loans; provided, however,
          that each partial prepayment shall be in an amount which is an
          integral multiple of $10,000,000 and not less than $10,000,000.
          No prepayment may be made in respect of any Competitive
          Borrowing.  Any (i) principal amount of any Offer Loan repaid or
          prepaid at any time and not refinanced on the date of such
          repayment or prepayment (as the case may be) with the proceeds of
          another Offer Loan and (ii) any principal amount of any Loan
          repaid or prepaid on or after the last day of the Revolving
          Period and not refinanced with the proceeds of another Loan on
          the date of such repayment or prepayment may not be reborrowed.

               (b)  On the date of any termination or reduction of the
          Commitments pursuant to Section 2.10, the Borrowers shall pay or
          prepay so much of the Standby Borrowings as shall be necessary in
          order that the aggregate principal amount of the Competitive
          Loans and Standby Loans outstanding will not exceed the Total
          Commitment, after giving effect to such termination or reduction.

               (c)  Each notice of prepayment shall specify the prepayment
          date and the principal amount of each Borrowing (or portion
          thereof) to be prepaid, shall be irrevocable and shall commit the
          Borrower to prepay such Borrowing (or portion thereof) by the

          <PAGE>

                                                                    30

          amount stated therein on the date stated therein.  All
          prepayments under this Section 2.11 shall be subject to Section
          8.05 but otherwise without premium or penalty.  All prepayments
          under this Section 2.11 shall be accompanied by accrued interest
          on the principal amount being prepaid to the date of payment.

               (d)  Until such time as the Equity Event shall have
          occurred, upon (i) the issuance by TUC (or any special purpose
          financing Subsidiary of TUC, other than FinCo 1, FinCo 2 or any
          Subsidiary of FinCo 1 or of FinCo 2) of any debt, equity or other
          capital market instruments or other securities (other than stock
          of TUC issued in connection with employee stock option and other
          stock purchase and incentive plans in effect on May 28, 1998),
          (ii) the disposition by TUC (other than to a direct or indirect
          wholly owned Subsidiary of TUC) of any of the capital shares of
          FinCo 1, FinCo 2 or Enserch, or (iii) the payment by any
          Acquisition Company to TUC of any amount in respect of shares of
          TUC exchanged for Target Shares, TUC shall prepay the principal
          amount of Offer Loans hereunder in an amount equal to the net
          proceeds of such issuance or disposition or such payment, as the
          case may be, with such prepayment to be accompanied by payment of
          accrued interest on such Offer Loans being prepaid to the date of
          payment and any amounts payable pursuant to Section 8.05.  Any
          amounts required to be applied to the prepayment of Offer Loans
          shall be applied as follows:  first, to the immediate prepayment
          of ABR Loans outstanding, second, to the prepayment of Eurodollar
          Loans (not constituting Competitive Loans) outstanding on the
          last day of the respective Interest Periods for such Eurodollar
          Loans in the order that they occur, and third, to the repayment
          of Competitive Loans, on the last day of the respective Interest
          Periods for such Competitive Loans in the order that they occur.

               SECTION 2.12.  RESERVE REQUIREMENTS; CHANGE IN
          CIRCUMSTANCES.  (a)  Notwithstanding any other provision herein,
          if after the date of this Agreement any change in applicable law
          or regulation or in the interpretation or administration thereof
          by any Governmental Authority charged with the interpretation or
          administration thereof (whether or not having the force of law)
          shall change the basis of taxation of payments to any Lender
          hereunder (except for changes in respect of taxes on the overall
          net income of such Lender or its lending office imposed by the
          jurisdiction in which such Lender's principal executive office or
          lending office is located), or shall result in the imposition,
          modification or applicability of any reserve, special deposit or
          similar requirement against assets of, deposits with or for the
          account of or credit extended by any Lender, or shall result in
          the imposition on any Lender or the London interbank market of
          any other condition affecting this Agreement, such Lender's
          Commitment or any Eurodollar Loan or Fixed Rate Loan made by such
          Lender, and the result of any of the foregoing shall be to
          increase the cost to such Lender of making or maintaining any
          Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any
          sum received or receivable by such Lender hereunder (whether of
          principal, interest or otherwise) by an amount deemed by such
          Lender to be material, then the applicable Borrower or, if the
          foregoing circumstances do not relate to a particular Borrowing,
          the Borrowers shall, upon receipt of the notice and certificate
          provided for in Section 2.12(c), promptly pay to such Lender such
          additional amount or amounts as will compensate such Lender for
          such additional costs incurred or reduction suffered.
          Notwithstanding the foregoing, no Lender shall be entitled to
          request compensation under this paragraph with respect to any

          <PAGE>

                                                                31

          Competitive Loan if the change giving rise to such request was
          applicable to such Lender at the time of submission of the
          Competitive Bid pursuant to which such Competitive Loan was made.

               (b)  If any Lender shall have determined that the adoption
          of any law, rule, regulation or guideline arising out of the July
          1988 report of the Basle Committee on Banking Regulations and
          Supervisory Practices entitled "International Convergence of
          Capital Measurement and Capital Standards," or the adoption after
          the date hereof of any other law, rule, regulation or guideline
          regarding capital adequacy, or any change in any of the foregoing
          or in the interpretation or administration of any of the
          foregoing by any Governmental Authority, central bank or
          comparable agency charged with the interpretation or
          administration thereof, or compliance by any Lender (or any
          lending office of such Lender) or any Lender's holding company
          with any request or directive regarding capital adequacy (whether
          or not having the force of law) of any such authority, central
          bank or comparable agency, has or would have the effect of
          reducing the rate of return on such Lender's capital or on the
          capital of such Lender's holding company, if any, as a
          consequence of this Agreement, such Lender's Commitment or the
          Loans made by such Lender pursuant hereto to a level below that
          which such Lender or such Lender's holding company could have
          achieved but for such adoption, change or compliance (taking into
          consideration such Lender's policies and the policies of such
          Lender's holding company with respect to capital adequacy) by an
          amount deemed by such Lender to be material, then from time to
          time such additional amount or amounts as will compensate such
          Lender for any such reduction suffered will be paid by the
          Borrowers to such Lender.  It is acknowledged that this Agreement
          is being entered into by the Lenders on the understanding that
          the Lenders will not be required to maintain capital against
          their Commitments under currently applicable laws, regulations
          and regulatory guidelines.  In the event the Lenders shall
          otherwise determine that such understanding is incorrect, it is
          agreed that the Lenders will be entitled to make claims under
          this paragraph (b) based upon market requirements prevailing on
          the date hereof for commitments under comparable credit
          facilities against which capital is required to be maintained.

               (c)  A certificate of each Lender setting forth such amount
          or amounts as shall be necessary to compensate such Lender or its
          holding company as specified in paragraph (a) or (b) above, as
          the case may be, and containing an explanation in reasonable
          detail of the manner in which such amount or amounts shall have
          been determined, shall be delivered to the applicable Borrower or
          the Borrowers, as the case may be, and shall be conclusive absent
          manifest error.  The Borrowers shall pay each Lender the amount
          shown as due on any such certificate delivered by it within 10
          days after its receipt of the same.  Each Lender shall give
          prompt notice to the applicable Borrower of any event of which it
          has knowledge, occurring after the date hereof, that it has
          determined will require compensation by such Borrower pursuant to
          this Section; provided, however, that failure by such Lender to
          give such notice shall not constitute a waiver of such Lender's
          right to demand compensation hereunder.

               (d)  Failure on the part of any Lender to demand
          compensation for any increased costs or reduction in amounts
          received or receivable or reduction in return on capital with
          respect to any period shall not constitute a waiver of such
          Lender's right to demand compensation with respect to such period

          <PAGE>
                                                                    32


          or any other period; provided, however, that no Lender shall be
          entitled to compensation under this Section 2.12 for any costs
          incurred or reductions suffered with respect to any date unless
          it shall have notified the applicable Borrower that it will
          demand compensation for such costs or reductions under paragraph
          (c) above not more than 90 days after the later of (i) such date
          and (ii) the date on which it shall have become aware of such
          costs or reductions.  The protection of this Section shall be
          available to each Lender regardless of any possible contention of
          the invalidity or inapplicability of the law, rule, regulation,
          guideline or other change or condition which shall have occurred
          or been imposed.

               (e)  Each Lender agrees that it will designate a different
          lending office if such designation will avoid the need for, or
          reduce the amount of, such compensation and will not, in the
          reasonable judgment of such Lender, be disadvantageous to such
          Lender.

               SECTION 2.13.  CHANGE IN LEGALITY.  (a)  Notwithstanding any
          other provision herein, if any change in any law or regulation or
          in the interpretation thereof by any Governmental Authority
          charged with the administration or interpretation thereof shall
          make it unlawful for any Lender to make or maintain any
          Eurodollar Loan or to give effect to its obligations as
          contemplated hereby with respect to any Eurodollar Loan, then, by
          written notice to the Borrowers and to the Agents, such Lender
          may:

                    (i)  declare that Eurodollar Loans will not thereafter
               be made by such Lender hereunder, whereupon such Lender
               shall not submit a Competitive Bid in response to a request
               for Eurodollar Competitive Loans and any request for a
               Eurodollar Standby Borrowing shall, as to such Lender only,
               be deemed a request for an ABR Loan unless such declaration
               shall be subsequently withdrawn (any Lender delivering such
               a declaration hereby agreeing to withdraw such declaration
               promptly upon determining that such event of illegality no
               longer exists); and

                    (ii) require that all outstanding Eurodollar Loans made
               by it be converted to ABR Loans, in which event all such
               Eurodollar Loans shall be automatically converted to ABR
               Loans as of the effective date of such notice as provided in
               paragraph (b) below.

          In the event any Lender shall exercise its rights under (i) or
          (ii) above, all payments and prepayments of principal which would
          otherwise have been applied to repay the Eurodollar Loans that
          would have been made by such Lender or the converted Eurodollar
          Loans of such Lender shall instead be applied to repay the ABR
          Loans made by such Lender in lieu of, or resulting from the
          conversion of, such Eurodollar Loans.

               (b)  For purposes of this Section 2.13, a notice by any
          Lender shall be effective as to each Eurodollar Loan, if lawful,
          on the last day of the Interest Period currently applicable to
          such Eurodollar Loan; in all other cases such notice shall be
          effective on the date of receipt.

          <PAGE>

                                                                 33


               SECTION 2.14. PRO RATA TREATMENT.  Except as provided below
          in this Section 2.14 with respect to Competitive Borrowings and
          as required under Sections 2.13 and 2.18, each Standby Borrowing,
          each payment or prepayment of principal of any Standby Borrowing,
          each payment of interest on the Standby Loans, each payment of
          the Facility Fees, each reduction of the Commitments and each
          refinancing or conversion of any Borrowing with a Standby
          Borrowing of any Type, shall be allocated pro rata among the
          Lenders in accordance with their respective Commitments (or, if
          such Commitments shall have expired or been terminated, in
          accordance with the respective principal amounts of their
          outstanding Standby Loans).  Each payment of principal of any
          Competitive Borrowing shall be allocated pro rata among the
          Lenders participating in such Borrowing in accordance with the
          respective principal amounts of their outstanding Competitive
          Loans comprising such Borrowing.  Each payment of interest on any
          Competitive Borrowing shall be allocated pro rata among the
          Lenders participating in such Borrowing in accordance with the
          respective amounts of accrued and unpaid interest on their
          outstanding Competitive Loans comprising such Borrowing.  For
          purposes of determining the available Commitments of the Lenders
          at any time, each outstanding Competitive Borrowing shall be
          deemed to have utilized the Commitments of the Lenders (including
          those Lenders which shall not have made Loans as part of such
          Competitive Borrowing) pro rata in accordance with such
          respective Commitments.  Each Lender agrees that in computing
          such Lender's portion of any Borrowing to be made hereunder, the
          Administrative Agent may, in its discretion, round each Lender's
          percentage of such Borrowing to the next higher or lower whole
          dollar amount.

               SECTION 2.15.  SHARING OF SETOFFS.  Each Lender agrees that
          if it shall, through the exercise of a right of banker's lien,
          setoff or counterclaim, or pursuant to a secured claim under
          Section 506 of Title 11 of the United States Bankruptcy Code or
          other security or interest arising from, or in lieu of, such
          secured claim, received by such Lender under any applicable
          bankruptcy, insolvency or other similar law or otherwise, or by
          any other means, obtain payment (voluntary or involuntary) in
          respect of any Standby Loan or Loans as a result of which the
          unpaid principal portion of its Standby Loans shall be
          proportionately less than the unpaid principal portion of the
          Standby Loans of any other Lender, it shall be deemed
          simultaneously to have purchased from such other Lender at face
          value, and shall promptly pay to such other Lender the purchase
          price for, a participation in the Standby Loans of such other
          Lender, so that the aggregate unpaid principal amount of the
          Standby Loans and participations in the Standby Loans held by
          each Lender shall be in the same proportion to the aggregate
          unpaid principal amount of all Standby Loans then outstanding as
          the principal amount of its Standby Loans prior to such exercise
          of banker's lien, setoff or counterclaim or other event was to
          the principal amount of all Standby Loans outstanding prior to
          such exercise of banker's lien, setoff or counterclaim or other
          event; provided, however, that, if any such purchase or purchases
          or adjustments shall be made pursuant to this Section 2.15 and
          the payment giving rise thereto shall thereafter be recovered,
          such purchase or purchases or adjustments shall be rescinded to
          the extent of such recovery and the purchase price or prices or
          adjustment restored without interest.  Each Borrower expressly
          consents to the foregoing arrangements and agrees that any Lender
          holding a participation in a Standby Loan deemed to have been so
          purchased may exercise any and all rights of banker's lien,
          setoff or counterclaim with respect to any and all moneys owing
          by such Borrower to such Lender by reason thereof as fully as if

          <PAGE>
                                                                      34

          such Lender had made a Standby Loan in the amount of such
          participation.

               SECTION 2.16.  PAYMENTS.  (a)  Each Borrower shall make each
          payment (including principal of or interest on any Borrowing or
          any Fees or other amounts) hereunder from an account in the
          United States not later than 10:00 a.m., Houston time, on the
          date when due in dollars to the Administrative Agent at its
          offices at 707 Travis Street, 8-CBBN- N 96, Houston, Texas 77002,
          in immediately available funds.

               (b)  Whenever any payment (including principal of or
          interest on any Borrowing or any Fees or other amounts) hereunder
          shall become due, or otherwise would occur, on a day that is not
          a Business Day, such payment may be made on the next succeeding
          Business Day, and such extension of time shall in such case be
          included in the computation of interest or Fees, if applicable.

               SECTION 2.17.  TAXES.  (a)  Any and all payments of
          principal and interest on any Borrowings, or of any Fees or
          indemnity or expense reimbursements by a Borrower hereunder
          ("BORROWER PAYMENTS") shall be made, in accordance with Section
          2.16, free and clear of and without deduction for any and all
          current or future United States Federal, state and local taxes,
          levies, imposts, deductions, charges or withholdings, and all
          liabilities with respect to such Borrower Payments, but only to
          the extent reasonably attributable to such Borrower Payments,
          excluding (i) income taxes imposed on the net income of the
          Administrative Agent, the CAF Agent or any Lender (or any
          transferee or assignee thereof, including a participation holder
          (any such entity a "TRANSFEREE")) and (ii) franchise taxes
          imposed on the net income of the Administrative Agent, the CAF
          Agent or any Lender (or Transferee), in each case by the
          jurisdiction under the laws of which the Administrative Agent,
          the CAF Agent or such Lender (or Transferee) is organized or
          doing business through offices or branches located therein, or
          any political subdivision thereof (all such nonexcluded taxes,
          levies, imposts, deductions, charges, withholdings and
          liabilities, collectively or individually, "TAXES").  If any
          Borrower shall be required to deduct any Taxes from or in respect
          of any sum payable hereunder to any Lender (or any Transferee) or
          the Agents, (i) the sum payable shall be increased by the amount
          (an "ADDITIONAL AMOUNT") necessary so that after making all
          required deductions (including deductions applicable to
          additional sums payable under this Section 2.17) such Lender (or
          Transferee) or Agent (as the case may be) shall receive an amount
          equal to the sum it would have received had no such deductions
          been made, (ii) such Borrower shall make such deductions and
          (iii) such Borrower shall pay the full amount deducted to the
          relevant Governmental Authority in accordance with applicable
          law.

               (b)  In addition, each Borrower shall pay to the relevant
          United States Governmental Authority in accordance with
          applicable law any current or future stamp or documentary taxes
          or any other excise or property taxes, charges or similar levies
          that arise from any payment made hereunder or from the execution,
          delivery or registration of, or otherwise with respect to, this
          Agreement or the Letter Agreement ("OTHER TAXES").

          <PAGE>

                                                                  35

               (c)  Each Borrower shall indemnify each Lender (or
          Transferee thereof) and each Agent for the full amount of Taxes
          and Other Taxes with respect to Borrower Payments paid by such
          Lender (or Transferee) or such Agent, as the case may be, and any
          liability (including penalties, interest and expenses (including
          reasonable attorney's fees and expenses)) arising therefrom or
          with respect thereto, whether or not such Taxes or Other Taxes
          were correctly or legally asserted by the relevant United States
          Governmental Authority.  A certificate setting forth and
          containing an explanation in reasonable detail of the manner in
          which such amount shall have been determined and the amount of
          such payment or liability prepared by a Lender, the CAF Agent, or
          the Administrative Agent on their behalf, absent manifest error,
          shall be final, conclusive and binding for all purposes.  Such
          indemnification shall be made within 30 days after the date the
          Lender (or Transferee) or any Agent, as the case may be, makes
          written demand therefor.

               (d)  If a Lender (or Transferee) or any Agent shall become
          aware that it is entitled to claim a refund from a United States
          Governmental Authority in respect of Taxes or Other Taxes as to
          which it has been indemnified by a Borrower, or with respect to
          which a Borrower has paid additional amounts, pursuant to this
          Section 2.17, it shall promptly notify such Borrower of the
          availability of such refund claim and shall, within 30 days after
          receipt of a request by such Borrower, make a claim to such
          United States Governmental Authority for such refund at such
          Borrower's expense.  If a Lender (or Transferee) or any Agent
          receives a refund (including pursuant to a claim for refund made
          pursuant to the preceding sentence) in respect of any Taxes or
          Other Taxes as to which it has been indemnified by a Borrower or
          with respect to which a Borrower had paid additional amounts
          pursuant to this Section 2.17, it shall within 30 days from the
          date of such receipt pay over such refund to such Borrower (but
          only to the extent of indemnity payments made, or additional
          amounts paid, by such Borrower under this Section 2.17 with
          respect to the Taxes or Other Taxes giving rise to such refund),
          net of all out-of-pocket expenses of such Lender (or Transferee)
          or such Agent and without interest (other than interest paid by
          the relevant United States Governmental Authority with respect to
          such refund); provided, however, that such Borrower, upon the
          request of such Lender (or Transferee) or such Agent, agrees to
          repay the amount paid over to such Borrower (plus penalties,
          interest or other charges) to such Lender (or Transferee) or such
          Agent in the event such Lender (or Transferee) or such Agent is
          required to repay such refund to such United States Governmental
          Authority.

               (e)  As soon as practicable, but in any event within 30
          days, after the date of any payment of Taxes or Other Taxes by a
          Borrower to the relevant United States Governmental Authority,
          such Borrower will deliver to the Administrative Agent, at its
          address referred to in Section 8.01, the original or a certified
          copy of a receipt issued by such United States Governmental
          Authority evidencing payment thereof.

               (f)  Without prejudice to the survival of any other
          agreement contained herein, the agreements and obligations
          contained in this Section 2.17 shall survive the payment in full
          of the principal of and interest on all Loans made hereunder.

          <PAGE>
                                                                       36

               (g)  Each Lender or Agent (or Transferee) that is organized
          under the laws of a jurisdiction other than the United States,
          any State thereof or the District of Columbia (a "NON-U.S.
          LENDER" or "NON U.S. AGENT", as applicable) shall deliver to the
          Borrowers and the Administrative Agent two copies of either
          United States Internal Revenue Service Form 1001 or Form 4224,
          properly completed and duly executed by such Non-U.S. Lender
          claiming complete exemption from, or reduced rate of, United
          States Federal withholding tax on payments by any Borrower under
          this Agreement.  Such forms shall be delivered by each Non-U.S.
          Lender on or before the date it becomes a party to this Agreement
          (or, in the case of a Transferee that is a participation holder,
          on or before the date such participation holder becomes a
          Transferee hereunder) and on or before the date, if any, such
          Non-U.S. Lender changes its applicable lending office by
          designating a different lending office (a "NEW LENDING OFFICE").
          In addition, each Non-U.S. Lender shall deliver such forms
          promptly upon the obsolescence or invalidity of any form
          previously delivered by such Non-U.S. Lender.  Notwithstanding
          any other provision of this Section 2.17(g), a Non-U.S. Lender
          shall not be required to deliver any form pursuant to this
          Section 2.17(g) that such Non-U.S. Lender is not legally able to
          deliver.

               (h)  A Borrower shall not be required to indemnify any Non-
          U.S. Lender or Non-U.S. Agent (including any Transferee), or to
          pay any additional amounts to any Non-U.S. Lender or Non-U.S.
          Agent (including any Transferee), in respect of United States
          Federal, state or local withholding tax pursuant to paragraph (a)
          or (c) above to the extent that (i) the obligation to withhold
          amounts with respect to United States Federal, state or local
          withholding tax existed on the date such Non-U.S. Lender became a
          party to this Agreement (or, in the case of a Transferee that is
          a participation holder, on the date such participation holder
          became a Transferee hereunder) or, with respect to payments to a
          New Lending Office, the date such Non-U.S. Lender designated such
          New Lending Office with respect to a Loan; provided, however,
          that this clause (i) shall not apply to any Transferee or New
          Lending Office that becomes a Transferee or New Lending Office as
          a result of an assignment, participation, transfer or designation
          made at the request of such Borrower; and provided further,
          however, that this clause (i) shall not apply to the extent the
          indemnity payment or additional amounts any Transferee, or Lender
          (or Transferee) through a New Lending Office, would be entitled
          to receive (without regard to this clause (i)) do not exceed the
          indemnity payment or additional amounts that the person making
          the assignment, participation or transfer to such Transferee, or
          Lender (or Transferee) making the designation of such New Lending
          Office, would have been entitled to receive in the absence of
          such assignment, participation, transfer or designation or (ii)
          the obligation to pay such additional amounts or such indemnity
          payments would not have arisen but for a failure by such Non-U.S.
          Lender (including any Transferee) to comply with the provisions
          of paragraph (g) above and (i) below.

               (i)  Any Lender (or Transferee) claiming any indemnity
          payment or additional amounts payable pursuant to this Section
          2.17 shall use reasonable efforts (consistent with legal and
          regulatory restrictions) to file any certificate or document
          reasonably requested in writing by a Borrower or to change the
          jurisdiction of its applicable lending office if the making of
          such a filing or change would avoid the need for or reduce the
          amount of any such indemnity payment or additional amounts that

          <PAGE>

                                                                      37

          may thereafter accrue and would not, in the good faith
          determination of such Lender (or Transferee), be otherwise
          disadvantageous to such Lender (or Transferee).

               (j)  Nothing contained in this Section 2.17 shall require
          any Lender (or Transferee) or any Agent to make available to such
          Borrower any of its tax returns (or any other information) that
          it deems to be confidential or proprietary.

               (k)  Notwithstanding anything herein to the contrary, the
          indemnification obligations under this Section shall, to the
          extent practicable, be allocated between the Borrowers based upon
          their relative liability for the interest, fee or other payments
          in respect of which such indemnification obligations arise.

               SECTION 2.18.  ASSIGNMENT OF COMMITMENTS UNDER CERTAIN
          CIRCUMSTANCES.  In the event that any Lender shall have delivered
          a notice or certificate pursuant to Section 2.12 or 2.13, or any
          Borrower shall be required to make additional payments to any
          Lender under Section 2.17, the Borrowers shall have the right, at
          their own expense, upon notice to such Lender and the Agents, to
          require such Lender to transfer and assign without recourse (in
          accordance with and subject to the restrictions contained in
          Section 8.04) all such Lender's interests, rights and obligations
          contained hereunder to another financial institution approved by
          the Agents and the Borrowers (which approval shall not be
          unreasonably withheld) which shall assume such obligations;
          provided that (i) no such assignment shall conflict with any law,
          rule or regulation or order of any Governmental Authority and
          (ii) the assignee shall pay to the affected Lender in immediately
          available funds on the date of such assignment the principal of
          and interest accrued to the date of payment on the Loans made by
          it hereunder and all other amounts accrued for its account or
          owed to it hereunder and the Borrowers shall pay the processing
          and recordation fee due pursuant to Section 8.04.

               SECTION 2.19.  TERM ELECTION.  At least 20 but not more than
          40 days prior to the end of the Revolving Period, the Borrowers
          may, by delivering a written notice to the Administrative Agent
          (with such notice being irrevocable), and subject to the
          condition set forth below, elect that the Maturity Date be
          extended for a period of 364 days, commencing on the last day of
          the Revolving Period (any such election to so extend the Maturity
          Date being the "TERM ELECTION").  Upon receipt of any such notice
          the Administrative Agent shall promptly communicate such notice
          to the Lenders.  The Term Election shall be effective on the last
          day of the Revolving Period, if and only if on such date, no
          Default or Event of Default shall have occurred and be
          continuing.

          <PAGE>

                                                                        38


                                     ARTICLE III
                            REPRESENTATIONS AND WARRANTIES

               Each Borrower represents and warrants to each of the Lenders
          as follows (except in the case of the representations contained
          (i) in Section 3.05(a), which are made by TUC only, (ii) in
          Section 3.05(b), which are made by TU Electric only, and (iii) in
          Section 3.05(c), which are made by Enserch only; and provided,
          that each representation or warranty made by any Borrower in
          respect of TEG or any member of the TEG Group on any date up to
          (but not including) the 120th day following the Unconditional
          Date shall be subject to the qualification that such
          representation or warranty is true and accurate insofar as such
          Borrower was aware as of the date of this Agreement:

               SECTION 3.01.  ORGANIZATION; POWERS.  Such Borrower (a) is a
          corporation duly organized, validly existing and in good standing
          under the laws of the jurisdiction of its organization, (b) has
          all requisite power and authority to own its property and assets
          and to carry on its business as now conducted and as proposed to
          be conducted, (c) is qualified to do business in every
          jurisdiction where such qualification is required, except where
          the failure so to qualify would not result in a Material Adverse
          Change, and (d) has the corporate power and authority to execute,
          deliver and perform its obligations under this Agreement and to
          borrow hereunder.

               SECTION 3.02.  AUTHORIZATION.  The execution, delivery and
          performance by such Borrower of this Agreement, the Borrowings
          hereunder and the Acquisition (collectively, the "TRANSACTIONS")
          (a) have been duly authorized by all requisite corporate action
          and (b) will not (i) violate (A) any provision of any law,
          statute, rule or regulation (including, without limitation, the
          Margin Regulations) or of the certificate of incorporation or
          other constitutive documents or by-laws of such Borrower or any
          of its Subsidiaries to which such Borrower is subject, (B) any
          order of any Governmental Authority or (C) any provision of any
          indenture, agreement or other instrument to which such Borrower
          or any of its Subsidiaries is a party or by which it or any of
          its property is or may be bound, (i) be in conflict with, result
          in a breach of or constitute (alone or with notice or lapse of
          time or both) a default under any such indenture, agreement or
          other instrument or (ii) result in the creation or imposition of
          any Lien upon any property or assets of such Borrower.

               SECTION 3.03.  ENFORCEABILITY.  This Agreement constitutes a
          legal, valid and binding obligation of such Borrower enforceable
          in accordance with its terms except to the extent that
          enforcement may be limited by bankruptcy, insolvency or similar
          laws affecting the enforcement of creditors' rights generally.

               SECTION 3.04.  GOVERNMENTAL APPROVALS.  No action, consent
          or approval of, registration or filing with or other action by
          any Governmental Authority is or will be required in connection
          with the Transactions, to the extent they relate to such
          Borrower, except those as have been duly obtained and as are (i)
          in full force and effect, (ii) sufficient for their purpose and

          <PAGE>
                                                                       39


          (iii) not subject to any pending or, to the knowledge of such
          Borrower, threatened appeal or other proceeding seeking
          reconsideration or review thereof.

               SECTION 3.05.  FINANCIAL STATEMENTS.  (a)  The consolidated
          balance sheet of TUC and its Consolidated Subsidiaries as of
          December 31, 1997 and the related consolidated statements of
          income, retained earnings and cash flows for the fiscal year then
          ended, reported on by Deloitte & Touche LLP and set forth in
          TUC's 1997 Annual Report on Form 10-K, copies of which have been
          delivered to each of the Lenders, fairly present, in conformity
          with GAAP, the consolidated financial position of TUC and its
          Consolidated Subsidiaries as of such date and their consolidated
          results of operations and cash flows for such period ending on
          such date.  The unaudited consolidated balance sheets of TUC and
          its Consolidated Subsidiaries as of March 31, 1998, June 30, 1998
          and September 30, 1998 and the related consolidated statements of
          income and cash flows for each of the three-month periods ending
          on such dates, certified by a Responsible Officer of TUC, copies
          of which have been delivered to each of the Lenders, fairly
          present (subject to year-end adjustments), in conformity with
          GAAP, the consolidated financial position of TUC and its
          Consolidated Subsidiaries as of such dates and their consolidated
          results of operations and cash flows for the periods ending on
          such dates.

               (b)  The consolidated balance sheet of TU Electric and its
          Consolidated Subsidiaries as of December 31, 1997 and the related
          consolidated statements of income, retained earnings and cash
          flows for the fiscal year then ended, reported on by Deloitte &
          Touche LLP and set forth in TU Electric's 1997 Annual Report on
          Form 10-K, copies of which have been delivered to each of the
          Lenders, fairly present, in conformity with GAAP, the
          consolidated financial position of TU Electric and its
          Consolidated Subsidiaries as of such dates and their consolidated
          results of operations and cash flows for the period ending on
          such date.  The unaudited consolidated balance sheets of TU
          Electric and its Consolidated Subsidiaries as of March 31, 1998,
          June 30, 1998 and September 30, 1998 and the related consolidated
          statements of income and cash flows for each of the three-month
          periods ending on such dates, certified by a Responsible Officer
          of TU Electric, copies of which have been delivered to each of
          the Lenders, fairly present (subject to year-end adjustments), in
          conformity with GAAP, the consolidated financial position of TU
          Electric and its Consolidated Subsidiaries as of such dates and
          their consolidated results of operations and cash flows for the
          periods ending on such dates.

               (c)  The consolidated balance sheet of Enserch and its
          Consolidated Subsidiaries as of December 31, 1997 and the related
          consolidated statements of income, retained earnings and cash
          flows for the fiscal year then ended, reported on by Deloitte &
          Touche LLP and set forth in Enserch's 1997 Annual Report on Form
          10-K, copies of which have been delivered to each of the Lenders,
          fairly present, in conformity with GAAP, the consolidated
          financial position of Enserch and its Consolidated Subsidiaries
          as of such dates and their consolidated results of operations and
          cash flows for the period ending on such date.  The unaudited
          consolidated balance sheets of Enserch and its Consolidated
          Subsidiaries as of March 31, 1998, June 30, 1998 and September
          30, 1998 and the related consolidated statements of income and
          cash flows for the three-month periods ending on such dates,
          certified by a Responsible Officer of Enserch, copies of which

          <PAGE>
                                                                     40

          have been delivered to each of the Lenders, fairly present
          (subject to year-end adjustments), in conformity with GAAP, the
          consolidated financial position of Enserch and its Consolidated
          Subsidiaries as of such dates and their consolidated results of
          operations and cash flows for the periods ending on such dates.

               (d)  Since December 31, 1997, there has been no Material
          Adverse Change with respect to such Borrower, other than as a
          result of the matters excluded from the computation of
          Consolidated Earnings Available for Fixed Charges as set forth in
          the definition thereof.

               SECTION 3.06.  LITIGATION.  Except as set forth in the
          financial statements or other reports of the type referred to in
          Section 5.03 hereof and which have been delivered to the Lenders
          on or prior to the date hereof or as set forth on Schedule 3.06,
          there is no action, suit or proceeding pending against, or to the
          knowledge of such Borrower threatened against or affecting, TUC
          or any of its Subsidiaries before any court or arbitrator or any
          governmental body, agency or official in which there is a
          reasonable possibility of an adverse decision which could
          materially adversely affect the ability of such Borrower to pay
          its obligations hereunder or which in any manner draws into
          question the validity of this Agreement.

               SECTION 3.07.  FEDERAL RESERVE REGULATIONS.  (a)  Neither
          such Borrower nor any of its Subsidiaries is engaged principally,
          or as one of its important activities, in the business of
          extending credit for the purpose of purchasing or carrying Margin
          Stock.

               (b)  No part of the proceeds of any Loan will be used by
          such Borrower, whether directly or indirectly, and whether
          immediately, incidentally or ultimately, to purchase or carry
          Margin Stock (other than the American Depositary Shares of TEG to
          be acquired in connection with the Acquisition) or to refund
          indebtedness originally incurred for such purpose, or for any
          other purpose which entails a violation of, or which is
          inconsistent with, the provisions of the Margin Regulations.

               (c)  Not more than 25% of the value of the assets of any
          Borrower subject to the restrictions of Sections 5.09 and 5.10
          are represented by Margin Stock.

               SECTION 3.08.  INVESTMENT COMPANY ACT; PUBLIC UTILITY
          HOLDING COMPANY ACT.  (a)  Neither such Borrower nor any of its
          Subsidiaries is an "investment company" as defined in, or subject
          to regulation under, the Investment Company Act of 1940.

               (b)  Such Borrower and each of its Subsidiaries is exempt
          from all provisions of the Public Utility Holding Company Act of
          1935 and rules and regulations thereunder, except for Sections
          9(a)(2) and 33 of such Act and the rules and regulations
          thereunder, and the execution, delivery and performance by the
          Borrowers of this Agreement and their respective obligations
          hereunder do not violate any provision of such Act or any rule or
          regulation thereunder.

          <PAGE>
                                                                       41

               SECTION 3.09.  NO MATERIAL MISSTATEMENTS.  No report,
          financial statement or other written information furnished by or
          on behalf of such Borrower to the Agents or any Lender pursuant
          to or in connection with this Agreement contains or will contain
          any material misstatement of fact or omits or will omit to state
          any material fact necessary to make the statements therein, in
          the light of the circumstances under which they were or will be
          made, not misleading.

               SECTION 3.10.  TAXES.  Such Borrower and its Subsidiaries
          have filed or caused to be filed within 3 days of the date on
          which due, all Federal and material state and local tax returns
          which to their knowledge are required to be filed by them, and
          have paid or caused to be paid all material taxes shown to be due
          and payable on such returns or on any assessments received by
          them, other than any taxes or assessments the validity of which
          is being contested in good faith by appropriate proceedings and
          with respect to which appropriate accounting reserves have to the
          extent required by GAAP been set aside.

               SECTION 3.11.  EMPLOYEE BENEFIT PLANS.  With respect to each
          Plan such Borrower and its ERISA Affiliates are in compliance in
          all material respects with the applicable provisions of ERISA and
          the Code and the final regulations and published interpretations
          thereunder.  No ERISA Event has occurred that alone or together
          with any other ERISA Event has resulted or could reasonably be
          expected to result in a Material Adverse Change.  Neither such
          Borrower nor any ERISA Affiliate has incurred any Withdrawal
          Liability that could result in a Material Adverse Change.
          Neither such Borrower nor any ERISA Affiliate has received any
          notification that any Multiemployer Plan is in reorganization or
          has been terminated within the meaning of Title IV of ERISA,
          which such reorganization or termination could result in a
          Material Adverse Change, and no Multiemployer Plan is reasonably
          expected to be in reorganization or to be terminated where such
          reorganization or termination has resulted or can reasonably be
          expected to result, through an increase in the contributions
          required to be made to such Plan or otherwise, in a Material
          Adverse Change.

               SECTION 3.12.  SIGNIFICANT SUBSIDIARIES.  Each of TUC's
          corporate Significant Subsidiaries is a corporation duly
          incorporated, validly existing and in good standing under the
          laws of its jurisdiction of incorporation and has all corporate
          powers necessary to carry on its business substantially as now
          conducted.  TUC's corporate Significant Subsidiaries have all
          material governmental licenses, authorizations, consents and
          approvals required to carry on the business of the corporate
          Significant Subsidiaries substantially as now conducted.

               SECTION 3.13.  ENVIRONMENTAL MATTERS.  Except as set forth
          in or contemplated by the financial statements or other reports
          of the type referred to in Section 5.03 hereof and which have
          been delivered to the Lenders on or prior to the date hereof,
          such Borrower and each of its Subsidiaries has complied in all
          material respects with all Federal, state, local and other
          statutes, ordinances, orders, judgments, rulings and regulations
          relating to environmental pollution or to environmental or
          nuclear regulation or control, except to the extent that failure
          to so comply could not reasonably be expected to result in a
          Material Adverse Change.  Except as set forth in or contemplated

          <PAGE>
                                                                      42

          by such financial statements or other reports, neither such
          Borrower nor any of its Subsidiaries has received notice of any
          material failure so to comply, except where such failure could
          not reasonably be expected to result in a Material Adverse
          Change.  Except as set forth in or contemplated by such financial
          statements or other reports, the facilities of such Borrower or
          any of its Subsidiaries, as the case may be, are not used to
          manage any hazardous wastes, hazardous substances, hazardous
          materials, toxic substances, toxic pollutants or substances
          similarly denominated, as those terms or similar terms are used
          in the Resource Conservation and Recovery Act, the Comprehensive
          Environmental Response Compensation and Liability Act, the
          Hazardous Materials Transportation Act, the Toxic Substance
          Control Act, the Clean Air Act, the Clean Water Act or any other
          applicable law relating to environmental pollution, or any
          nuclear fuel or other radioactive materials, in violation in any
          material respect of any law or any regulations promulgated
          pursuant thereto, except to the extent that such violations could
          not reasonably be expected to result in a Material Adverse
          Change.  Except as set forth in or contemplated by such financial
          statements or other reports, such Borrower is aware of no events,
          conditions or circumstances involving environmental pollution or
          contamination that could reasonably be expected to result in a
          Material Adverse Change.

               SECTION 3.14.  YEAR 2000 COMPLIANCE.   All material
          computer-based systems and software of such Borrower and its
          Subsidiaries will record, store, process and present calendar
          dates falling on or after January 1, 2000, in the same manner,
          and with the same functionality, as such computer-based systems
          and software record, store, process and present calendar dates
          falling on or before December 31, 1999.  In all other respects,
          such computer-based systems and software will not in any way lose
          functionality or degrade in performance as a consequence of such
          computer-based system and software operating at a date later than
          December 31, 1999.  At the request of the Administrative Agent,
          each Borrower shall provide the Administrative Agent and the
          Lenders assurances in form and substance satisfactory to the
          Administrative Agent and the Lenders as to the proper
          functioning, prior to and following January 1, 2000, of the
          computer-based systems and software of such Borrower and its
          Subsidiaries.


                                      ARTICLE IV
                                      CONDITIONS

               The obligations of the Lenders to make Loans hereunder, and
          the effectiveness of this amendment and restatement, are subject
          to the satisfaction of the following conditions:

               SECTION 4.01.  RESTATEMENT DATE.  The Commitment of each
          Lender to make any Loan on or after February 26, 1999 and the
          effectiveness of this amendment and restatement are subject to
          the conditions (the first date such conditions are satisfied
          being hereinafter referred to as the "RESTATEMENT DATE") that on
          the Restatement Date:

                    (a)  The representations and warranties set forth in
               Article III hereof shall be true and correct in all material
               respects on and as of such date with the same effect as

          <PAGE>
                                                                      43

               though made on and as of such date, except to the extent
               such representations and warranties expressly relate to an
               earlier date.

                    (b)  No Event of Default or Default shall have occurred
               and be continuing on such date.

                    (c)  The Agents shall have received favorable written
               opinions of (i) Thelen Reid & Priest LLP
               and Worsham,Forsythe & Wooldridge, L.L.P. each dated the
               Restatement Date and addressed to the Lenders and
               satisfactory to King & Spalding, counsel for the Agents, to
               the effect set forth in Exhibits D-1 and D-2 hereto and
               (ii) King & Spalding, dated the Restatement Date, addressed
               to the Lenders and in form satisfactory to the Agents.

                    (d)  The Agents shall have received (i) a copy of the
               certificate of incorporation, including all amendments
               thereto, of each Borrower, certified as of a recent date by
               the Secretary of State of its state of incorporation, and a
               certificate as to the good standing of each Borrower as of a
               recent date from such Secretary of State; (ii) a certificate
               of the Secretary or an Assistant Secretary of each Borrower
               dated the Restatement Date and certifying (A) that attached
               thereto is a true and complete copy of the by-laws of such
               Borrower as in effect on the Restatement Date and at all
               times since a date prior to the date of the resolutions
               described in clause (B) below, (B) that attached thereto is
               a true and complete copy of resolutions duly adopted by the
               Board of Directors of such Borrower authorizing the
               execution, delivery and performance of this Agreement and
               the Borrowings hereunder, and that such resolutions have not
               been modified, rescinded or amended and are in full force
               and effect, (C) that the certificate of incorporation
               referred to in clause (i) above has not been amended since
               the date of the last amendment thereto shown on the
               certificate of good standing furnished pursuant to such
               clause (i) and (D) as to the incumbency and specimen
               signature of each officer executing this Agreement or any
               other document delivered in connection herewith on behalf of
               such Borrower; (iii) a certificate of another officer of
               such Borrower as to the incumbency and specimen signature of
               the Secretary or Assistant Secretary executing the
               certificate pursuant to (ii) above; (iv) evidence
               satisfactory to the Agents that the requisite approvals
               referred to in Section 3.04 hereof have been obtained, are
               in full force and effect (other than approvals the failure
               to obtain which could not reasonably be expected to have a
               Material Adverse Effect); and (v) such other documents as
               the Lenders or King & Spalding, counsel for the Agents,
               shall reasonably request.

                    (e)  The Agents shall have received a certificate,
               dated the Restatement Date and signed by a Financial Officer
               of each Borrower, confirming compliance with the conditions
               precedent set forth in paragraphs (a) and (b) of Section
               4.01.

                    (f)  The Agents shall have received all Fees and
               amounts due and payable by the Borrowers on or prior to the
               Restatement Date.

          <PAGE>
                                                                     44

                    (g)  The Agents shall have received an executed
               counterpart to this Agreement of each Agent, each Lender and
               each Borrower.

                    (h)  Each Lender under (and as defined in) the Original
               Credit Agreement immediately prior to the Restatement Date
               that does not desire to remain a Lender after the
               Restatement Date shall have executed and delivered to the
               Administrative Agent an Assignment and Acceptance with
               respect to such Lender's Commitment in form and substance
               satisfactory to the Administrative Agent.

                    (i)  The Agents shall have received such other
               approvals, opinions and documents as the Agents may
               reasonably request as to the legality, validity, binding
               effect or enforceability of this Agreement or the financial
               condition, properties, operations or prospects of any
               Borrower.

               SECTION 4.02.  INITIAL OFFER LOANS. The Commitment of each
          Lender to make its initial Offer Loan shall be subject to the
          satisfaction of the following conditions precedent on or after
          the Effective Date:

                    (a)  The terms of the Offer as set forth in the Offer
               Press Release shall have been found to be acceptable by the
               Joint Lead Arrangers prior to the public announcement
               thereof by or on behalf of Bidco.  The Joint Lead Arrangers
               shall have received copies of the Offer Documents and the
               Offer Press Release and of all other documents and materials
               filed or released publicly by TUC, Bidco or any of TUC's
               other affiliates in connection with the Offer, certified as
               true and correct copies thereof as of the date thereof by a
               responsible officer of TUC, and the conditions set forth in
               such documents shall conform to the conditions set forth in
               the Offer Press Release as approved by the Joint Lead
               Arrangers prior to the release thereof.

                    (b)  All conditions precedent to borrowings under the
               U.K. Facility Agreement for the purpose of consummating the
               Acquisition shall have been satisfied (other than any such
               condition relating to, or that would be satisfied upon, the
               making of Offer Loans).

                    (c)  The Unconditional Date shall have occurred.

                    (d)  The Agents shall have received evidence
               satisfactory to them that all amounts outstanding under the
               Existing TU Credit Agreements have been repaid (or will be
               repaid on such date with the proceeds of the Loans hereunder
               and the Loans under and as defined in the Facility B Credit
               Agreement) and that the "Commitments" thereunder have been
               terminated.

               SECTION 4.03.  CONDITIONS FOR ALL OFFER LOANS DURING THE
          CERTAIN FUNDS PERIOD.  To ensure that TUC has resources available
          to advance to Bidco funds to enable Bidco to fulfill its
          obligations in respect of the Offer, the Lenders agree that the
          Commitment of each Lender to make each Offer Loan to be made by

          <PAGE>
                                                                        45

          it (including the initial Offer Loan to be made by it) during the
          Certain Funds Period shall be subject to the satisfaction of the
          conditions precedent set forth in Section 4.02 on or prior to the
          date of such Offer Loan, and the only further conditions
          precedent to the Commitment of each Lender to make each Offer
          Loan to be made by it during the Certain Funds Period shall be
          that on the date of such Offer Loan:

                    (a)  The Agents shall have received a notice of such
               Borrowing as required by Section 2.03 or Section 2.04, as
               applicable.

                    (b)  No Major Default shall have occurred and be
               continuing or would result from the making of such Offer
               Loan.

                    (c)  The Agents shall have received a certificate of a
               Responsible Officer of TUC certifying that the matter set
               forth in the foregoing paragraph (b) is true and correct on
               the date of the making of such Offer Loan.

          Each such Offer Loan shall be deemed to constitute a
          representation and warranty by TUC on the date of such Loan as to
          the matters specified in subsection (b) of this Section 4.03.

               SECTION 4.04.  INITIAL GENERAL LOANS.  The Commitment of
          each Lender to make its initial General Loan shall be subject to
          the satisfaction of the following conditions precedent on the
          date of such Borrowing:

                    (a)  The Effective Date shall have occurred.

                    (b)  The Agents shall have received evidence
               satisfactory to them that all amounts outstanding under the
               Existing TU Credit Agreements have been repaid (or will be
               repaid on such date with the proceeds of the Loans hereunder
               and the Loans under and as defined in the Facility B Credit
               Agreement) and that the "Commitments" thereunder have been
               terminated.

               SECTION 4.05.  OFFER LOANS AFTER THE CERTAIN FUNDS PERIOD
          AND ALL GENERAL LOANS.  The Commitment of each Lender to make
          each General Loan to be made by it (including the initial General
          Loan to be made by it), and each Offer Loan to be made by it at
          any time on or after the last day of the Certain Funds Period,
          shall be subject to the satisfaction of the following conditions
          precedent on the date of such Borrowing:

                    (a)  The Agents shall have received a notice of such
               Borrowing as required by Section 2.03 or Section 2.04, as
               applicable.

                    (b)  The representations and warranties set forth in
               Article III hereof (except, in the case of a refinancing of
               a Standby Borrowing (whether for Offer Loans or General
               Loans) with a new Standby Borrowing that does not increase
               the aggregate principal amount of the Loans of any Lender

          <PAGE>
                                                                    46

               outstanding, the representations set forth in Sections
               3.05(e), 3.06, 3.11 and 3.13) shall be true and correct in
               all material respects on and as of the date of such
               Borrowing with the same effect as though made on and as of
               such date, except to the extent such representations and
               warranties expressly relate to an earlier date.

                    (c)  At the time of and immediately after such
               Borrowing no Event of Default or Default shall have occurred
               and be continuing.

                    (d)  The Agents shall have received a certificate of a
               Responsible Officer of the applicable Borrower certifying
               that the matters set forth in paragraphs (b) and (c) of this
               Section 4.05 are true and correct as of such date.

          Each such Loan shall be deemed to constitute a representation and
          warranty by each Borrower on the date of such Borrowing as to the
          matters specified in subsections (b) and (c) of this Section
          4.05.


                                      ARTICLE V
                                      COVENANTS

               TUC (and each of TU Electric and Enserch, to the extent such
          covenants apply to it) agrees that, so long as any Lender has any
          Commitment hereunder or any amount payable hereunder remains
          unpaid (provided, that such covenants shall not apply to TEG or
          any member of the TEG Group until the 120th day following the
          Unconditional Date, but TUC shall use all reasonable efforts to
          cause TEG and all members of the TEG Group to comply with such
          covenants at all times on and after the Unconditional Date):

               SECTION 5.01.  EXISTENCE.  It will, and will cause each of
          its Significant Subsidiaries to, do or cause to be done all
          things necessary to preserve and keep in full force and effect
          its corporate existence and all rights, licenses, permits,
          franchises and authorizations necessary or desirable in the
          normal conduct of its business except as otherwise permitted
          pursuant to Section 5.09.

               SECTION 5.02. BUSINESS AND PROPERTIES.   It will, and will
          cause each of its Subsidiaries to, comply with all applicable
          material laws, rules, regulations and orders of any Governmental
          Authority, whether now in effect or hereafter enacted, except
          where the validity or applicability of such laws, rules,
          regulations or orders is being contested by appropriate
          proceedings in good faith; and at all times maintain and preserve
          all property material to the conduct of its business and keep
          such property in good repair, working order and condition and
          from time to time make, or cause to be made, all needful and
          proper repairs, renewals, additions, improvements and
          replacements thereto necessary in order that the business carried
          on in connection therewith may be properly conducted at all
          times.

          <PAGE>
                                                                       47

               SECTION 5.03.  FINANCIAL STATEMENTS, REPORTS, ETC. TUC (and
          TU Electric and Enserch, to the extent such information relates
          to TU Electric or Enserch, as applicable, only) will furnish to
          the Agents and each Lender:

                    (a)  as soon as available and in any event within
               120 days after the end of each fiscal year of TUC, a
               consolidated balance sheet of TUC and its Consolidated
               Subsidiaries as of the end of such fiscal year and the
               related consolidated statements of income, retained earnings
               and cash flows for such fiscal year, setting forth in each
               case in comparative form the figures for the previous fiscal
               year, all reported on in a manner reasonably acceptable to
               the Securities and Exchange Commission by Deloitte &
               Touche LLP or other independent public accountants of
               nationally recognized standing;

                    (b)  as soon as available and in any event within
               60 days after the end of each of the first three quarters of
               each fiscal year of TUC a consolidated balance sheet of TUC
               and its Consolidated Subsidiaries as of the end of such
               quarter and the related consolidated statements of income
               for such quarter, for the portion of TUC's fiscal year ended
               at the end of such quarter, and for the twelve months ended
               at the end of such quarter, and the related consolidated
               statement of cash flows for the portion of TUC's fiscal year
               ended at the end of such quarter, setting forth comparative
               figures for previous dates and periods to the extent
               required in Form 10-Q, all certified (subject to normal
               year-end adjustments) as to fairness of presentation, GAAP
               and consistency by a Financial Officer of TUC;

                    (c)  simultaneously with any delivery of each set of
               financial statements referred to in paragraphs (a) and (b)
               above, (i) an unconsolidated balance sheet of TUC and the
               related unconsolidated statements of income, retained
               earnings and cash flows as of the same date and for the same
               periods applicable to the statements delivered pursuant to
               paragraph (a) or (b) above, as applicable, all certified
               (subject to normal year-end adjustments in the case of
               quarterly statements) as to fairness of presentation, GAAP
               and consistency by a Financial Officer or TUC and (ii) a
               certificate of a Financial Officer of TUC (A) setting forth
               in reasonable detail the calculations required to establish
               whether TUC was in compliance with the requirements of
               Sections 5.11 and 5.12 on the date of such financial
               statements, and (B) stating whether any Default exists on
               the date of such certificate and, if any Default then
               exists, setting forth the details thereof and the action
               which TUC is taking or proposes to take with respect
               thereto;

                    (d)  simultaneously with the delivery of each set of
               financial statements referred to in paragraph (a) above, a
               statement of the firm of independent public accountants
               which reported on such statements (i) stating whether
               anything has come to their attention to cause them to
               believe that any Default existed on the date of such
               statements and (ii) confirming the calculations set forth in
               the Financial Officer's certificate delivered simultaneously
               therewith pursuant to paragraph (c) above;


          <PAGE>
                                                                       48

                    (e)  forthwith upon becoming aware of the occurrence of
               any Default, a certificate of a Financial Officer of TUC
               setting forth the details thereof and the action which TUC
               is taking or proposes to take with respect thereto;

                    (f)  promptly upon the mailing thereof to the
               shareholders of TUC generally, copies of all financial
               statements, reports and proxy statements so mailed;

                    (g)  promptly upon the filing thereof, copies of each
               final prospectus (other than a prospectus included in any
               registration statement on Form S-8 or its equivalent or with
               respect to a dividend reinvestment plan) and all reports on
               Forms 10-K, 10-Q and 8-K and similar reports which TUC, TU
               Electric or Enserch shall have filed with the SEC, or any
               Governmental Authority succeeding to any of or all the
               functions of the SEC;

                    (h)  if and when any member of the Controlled Group (i)
               gives or is required to give notice to the PBGC of any
               Reportable Event with respect to any Plan which might
               constitute grounds for a termination of such Plan under
               Title IV of ERISA, or knows that the plan administrator of
               any Plan has given or is required to give notice of any such
               Reportable Event, a copy of the notice of such Reportable
               Event given or required to be given to the PBGC; (i)
               receives notice from a proper representative of a
               Multiemployer Plan of complete or partial Withdrawal
               Liability being imposed upon such member of the Controlled
               Group under Title IV of ERISA, a copy of such notice; or
               (ii) receives notice from the PBGC under Title IV of ERISA
               of an intent to terminate, or appoint a trustee to
               administer, any Plan, a copy of such notice; and

                    (i)  promptly, from time to time, such additional
               information regarding the financial position or business of
               TUC and its Subsidiaries as the Agents, at the request of
               any Lender, may reasonably request.

          As promptly as practicable after delivering each set of financial
          statements as required in paragraph (a) of this Section, TUC
          shall make available a copy of the consolidating workpapers used
          by TUC in preparing such consolidated statements to each Lender
          that shall have requested such consolidating workpapers.  Each
          Lender that receives such consolidating workpapers shall hold
          them in confidence as required by Section 8.15; provided that no
          Lender may disclose such consolidating workpapers to any other
          person pursuant to clause (iv) of Section 8.15.

               SECTION 5.04.  INSURANCE.  It will, and will cause each of
          its Subsidiaries to, maintain such insurance or self insurance,
          to such extent and against such risks, including fire and other
          risks insured against by extended coverage, as is customary with
          companies similarly situated and in the same or similar
          businesses.

               SECTION 5.05.  TAXES, ETC.  It will, and will cause each of
          its Subsidiaries to, pay and discharge promptly when due all
          material taxes, assessments and governmental charges imposed upon
          it or upon its income or profits or in respect of its property,

          <PAGE>
                                                                     49

          as well as all other material liabilities, in each case before
          the same shall become delinquent or in default and before
          penalties accrue thereon, unless and to the extent that the same
          are being contested in good faith by appropriate proceedings and
          adequate reserves with respect thereto shall, to the extent
          required by GAAP, have been set aside.

               SECTION 5.06.  MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
          INSPECTIONS.  It will, and will cause each of its Subsidiaries
          to, maintain financial records in accordance with GAAP and, upon
          reasonable notice and at reasonable times, permit authorized
          representatives designated by any Lender to visit and inspect its
          properties and to discuss its affairs, finances and condition
          with its officers.

               SECTION 5.07.  ERISA.  It will, and will cause each of its
          Subsidiaries that are members of the Controlled Group to, comply
          in all material respects with the applicable provisions of ERISA
          and the Code except where any noncompliance, individually or in
          the aggregate, would not result in a Material Adverse Change.

               SECTION 5.08.  USE OF PROCEEDS.  It will not, and will not
          cause or permit any of its Subsidiaries to, use the proceeds of
          the Loans for purposes other than as set forth below:

                    (i)  up to $800 million of the proceeds of the Loans to
               refinance the Existing TU Credit Agreements and for working
               capital and other general corporate purposes, including
               commercial paper back-up (and excluding the purposes
               described in clauses (ii)(B) and (D) below); and

                    (ii) up to $2.8 billion of the proceeds of the Loans
               solely to finance or refinance (directly or indirectly,
               including as a commercial paper back-up) equity or
               subordinated loan advances from TUC to FinCo 1 and FinCo 2
               to finance:

                         (A)  consideration payable by Bidco to TEG
                              shareholders in respect of open market
                              purchases;

                         (B)  the acquisition of the Target Shares by Bidco
                              pursuant to the Offer;

                         (C)  fees and expenses of TUC in relation to the
                              Acquisition and the negotiation, execution
                              and delivery of this Agreement and the
                              Facility B Credit Agreement;

                         (D)  the consideration payable pursuant to the
                              operation by Bidco of the procedures
                              contained in Sections 428-430 of the
                              Companies Act; and

          <PAGE>
                                                                       50

                         (E)  consideration payable to TEG share options
                              holders pursuant to any relevant offer to
                              them by Bidco to purchase or cancel such
                              share options.

               SECTION 5.09.  CONSOLIDATIONS, MERGERS, SALES AND
          ACQUISITIONS OF ASSETS AND INVESTMENTS IN SUBSIDIARIES.  TUC will
          not (a) consolidate or merge with or into any person unless (i)
          the surviving corporation is incorporated under the laws of a
          State of the United States of America and assumes or is
          responsible by operation of law for all the obligations of  TUC
          hereunder and (ii) no Default or Event of Default shall have
          occurred or be continuing at the time of or after giving effect
          to such consolidation or merger or (b) sell, lease or otherwise
          transfer, in a single transaction or in a series of transactions,
          all or any Substantial part of its assets to any person or
          persons other than a Wholly Owned Subsidiary.  TUC will not
          permit any Significant Subsidiary to consolidate or merge with or
          into, or sell, lease or otherwise transfer all or any Substantial
          part of its assets to, any person other than TUC or a Wholly
          Owned Subsidiary (or a person which as a result of such
          transaction becomes a Wholly Owned Subsidiary), provided that in
          the case of any merger or consolidation involving TU Electric or
          Enserch, such person must assume or be responsible by operation
          of law for all the obligations of TU Electric or Enserch, as
          applicable, hereunder, and TUC will not in any event permit any
          such consolidation, merger, sale, lease or transfer if any
          Default or Event of Default shall have occurred and be continuing
          at the time of or after giving effect to any such transaction.
          Notwithstanding the foregoing, (a) neither TUC nor any of its
          Subsidiaries will engage to a Substantial extent in businesses
          other than those currently conducted by them, or in the case of
          Enserch, by Enserch and other businesses reasonably related
          thereto,  (b) neither TUC nor any of its Subsidiaries will
          acquire any Subsidiary or make any investment in any Subsidiary
          if, upon giving effect to such acquisition or investment, as the
          case may be, TUC would not be in compliance with the covenants
          set forth in Sections 5.11 and 5.12 and (c) nothing in this
          Section shall prohibit any sales of assets permitted by Section
          5.10(d).

               SECTION 5.10.  LIMITATIONS ON LIENS.  Neither TUC nor any
          Significant Subsidiary will create or assume or permit to exist
          any Lien in respect of any property or assets of any kind (real
          or personal, tangible or intangible) of TUC or any Significant
          Subsidiary, or sell any such property or assets subject to an
          understanding or agreement, contingent or otherwise, to
          repurchase such property or assets, or sell, or permit any
          Significant Subsidiary to sell, any accounts receivable; provided
          that the provisions of this Section shall not prevent or restrict
          the creation, assumption or existence of:

                    (a)  any Lien in respect of any such property or assets
               of any Significant Subsidiary to secure indebtedness owing
               by it to TUC or any Wholly Owned Subsidiary of TUC; or

                    (b)  purchase money Liens (including capital leases) in
               respect of property acquired by TUC or any Significant
               Subsidiary, to secure the purchase price of such property
               (or to secure indebtedness incurred prior to, at the time

          <PAGE>
                                                                     51

               of, or within 90 days after the acquisition solely for the
               purpose of financing the acquisition of such property), or
               Liens existing on any such property at the time of
               acquisition of such property by TUC or such Significant
               Subsidiary, whether or not assumed, or any Lien in respect
               of property of a corporation existing at the time such
               corporation becomes a Subsidiary of TUC; or agreements to
               acquire any property or assets under conditional sale
               agreements or other title retention agreements, or capital
               leases in respect of any other property; provided that

                         (1)  the aggregate principal amount of
                    Indebtedness secured by all Liens in respect of any
                    such property shall not exceed the cost (as determined
                    by the board of directors of TUC or such Significant
                    Subsidiary, as the case may be) of such property at the
                    time of acquisition thereof (or (x) in the case of
                    property covered by a capital lease, the fair market
                    value, as so determined, of such property at the time
                    of such transaction, or (y) in the case of a Lien in
                    respect of property existing at the time such
                    corporation becomes a Subsidiary of TUC the fair market
                    value, as so determined of such property at such time),
                    and

                         (2)  at the time of the acquisition of the
                    property by TUC or such Subsidiary, or at the time such
                    corporation becomes a Subsidiary of TUC, as the case
                    may be, every such Lien shall apply and attach only to
                    the property originally subject thereto and fixed
                    improvements constructed thereon; or

                    (c)  refundings or extensions of any Lien permitted in
               the foregoing paragraph (b) for amounts not exceeding the
               principal amount of the Indebtedness so refunded or extended
               or the fair market value (as determined by the board of
               directors of TUC or such Significant Subsidiary, as the case
               may be) of the property theretofore subject to such Lien,
               whichever shall be lower, in each case at the time of such
               refunding or extension; provided that such Lien shall apply
               only to the same property theretofore subject to the same
               and fixed improvements constructed thereon; or

                    (d)  sales subject to understandings or agreements to
               repurchase; provided that the aggregate sales price for all
               such sales (other than sales to any governmental
               instrumentality in connection with such instrumentality's
               issuance of indebtedness, including without limitation
               industrial development bonds and pollution control bonds, on
               behalf of TUC or any Significant Subsidiary) made in any one
               calendar year shall not exceed $50,000,000; or

                    (e)  any production payment or similar interest which
               is dischargeable solely out of natural gas, coal, lignite,
               oil or other mineral to be produced from the property
               subject thereto and to be sold or delivered by TUC or any
               Significant Subsidiary; or

                    (f)  any Lien including in connection with sale-
               leaseback transactions created or assumed by any Significant
               Subsidiary on natural gas, coal, lignite, oil or other
               mineral properties or nuclear fuel owned or leased by such
               Subsidiary, to secure loans to such Subsidiary in an

          <PAGE>
                                                                    52

               aggregate amount not to exceed $400,000,000; provided that
               neither TUC nor any Subsidiary of TUC shall assume or
               guarantee such financings; or

                    (g)  leases (other than capital leases) now or
               hereafter existing and any renewals and extensions thereof
               under which TUC or any Significant Subsidiary may acquire or
               dispose of any of its property, subject, however, to the
               terms of Section 5.09; or

                    (h)  any Lien created or to be created by the First
               Mortgage of TU Electric; or

                    (i)  any Lien on the rights of the Mining Company or
               Fuel Company existing under their respective Operating
               Agreements; or

                    (j)  Liens securing the obligations of the Borrowers
               (as defined in the U.K. Facility Agreement) under the U.K.
               Facility Agreement; or

                    (k)  pledges or sales by TU Electric, Enserch or
               Eastern Electric plc of its accounts receivable including
               customers' installment paper; or

                    (l)  the pledge of current assets, in the ordinary
               course of business, to secure current liabilities; or

                    (m)  Permitted Encumbrances; or

                    (n)  Permitted Security Interests (as such term is
               defined in the U.K. Facility Agreement) created by any
               Significant Subsidiary subject to the U.K. Facility
               Agreement.

               SECTION 5.11.  FIXED CHARGE COVERAGE.  TUC will not, as of
          the end of each quarter of each fiscal year of TUC, permit
          Consolidated Earnings Available for Fixed Charges for the twelve
          months then ended to be less than or equal to 150% of
          Consolidated Fixed Charges for the twelve months then ended.

               SECTION 5.12.  EQUITY CAPITALIZATION RATIO.  TUC will not at
          any time during any period specified below permit Consolidated
          Shareholders' Equity to be less than the percentage of
          Consolidated Total Capitalization set forth below next to such
          period:

                       =======================================
                                 Period         Percentage
                                 ------         ----------
                       ---------------------------------------
                         Until but excluding
                         6-30-99                    26%
                       ---------------------------------------
                         6-30-99 to but excluding
                         6-30-00                    30%
                       ---------------------------------------
                         6-30-00 and thereafter     35%
                       =======================================

          <PAGE>

                                                                     53

               SECTION 5.13.  RESTRICTIVE AGREEMENTS.  TUC will not, and
          will not permit TU Electric, Enserch or any other Subsidiary of
          TUC with respect to which TU Electric or Enserch is also a
          Subsidiary to, enter into any agreement restricting the ability
          of such Subsidiary to make payments, directly or indirectly, to
          its shareholders by way of dividends, advances, repayments of
          loans or advances, reimbursements of management and other
          intercompany charges, expenses and accruals or other returns on
          investments or any other agreement or arrangement that restricts
          the ability of such Subsidiary to make any payment, directly or
          indirectly, to its shareholders if the effect of such agreement
          it to subject such Subsidiary to restrictions on such payments
          greater than those to which such Subsidiary is subject on the
          date of this Agreement.

               SECTION 5.14.  THE OFFER.  At all times prior to the end of
          the Certain Funds Period, TUC shall:

                    (i)  cause Bidco, until the earlier of the date the
               Offer lapses or is finally closed, to comply in all material
               respects with the City Code, the Financial Services Act
               1986 (UK) and the Companies Act and all other applicable
               laws and regulations relevant in the context of the Offer;

                    (ii) cause Bidco to provide the Administrative Agent
               with such information regarding the progress of the Offer as
               it may reasonably request and, provided no breach of the
               City Code would result, all material written advice given to
               it in respect of the Offer;

                    (iii)     not cause or permit Bidco to declare the
               Offer unconditional at a level of acceptances below that
               required by Rule 10 of the City Code;

                    (iv) cause Bidco to ensure that at no time shall
               circumstances arise whereby a mandatory offer is required to
               be made by the terms of Rule 9 of the City Code in respect
               of the Target Shares;

                    (v)  not cause or permit Bidco, without the prior
               consent of the Administrative Agent (acting on the
               instructions of the Required Lenders), to waive, amend or
               agree or decide not to enforce, in whole or in part, the
               conditions of the Offer set out in paragraph (c) (Referral)
               of Appendix 1 to the Offer Press Release;

                    (vi) not cause or permit Bidco, without the prior
               consent of the Administrative Agent (acting on the
               instructions of the Required Lenders), such consent not to
               be unreasonably withheld or delayed, to waive, amend (but
               not including extending the Offer period, which shall be at
               Bidco's discretion provided that the Offer is closed within
               the period required by paragraph (ix) below of this Section
               5.14) or agree or decide not to invoke, in whole or in part,
               in any material respect, any of the other material
               conditions of the Offer (and the Borrowers acknowledge that
               the total indebtedness of the TEG Group requiring to be
               refinanced, and the amount of any contingent liabilities of

          <PAGE>

                                                                        54

               the TEG Group which would or might crystallize upon the
               Offer becoming unconditional, are material), provided that
               TUC shall not be in breach of this paragraph (vi) if it
               fails to cause Bidco to invoke a condition of the Offer
               because the Takeover Panel has directed that Bidco may not
               do so;

                    (vii)     cause Bidco to keep the Joint Lead Arrangers
               informed and consult with them as to:

                         (A)  the terms of any undertaking or assurance
                    proposed to be given by it, any of its Affiliates or
                    any member of the TEG Group to the Director General of
                    Electricity Supply, the Director General of Gas Supply
                    or the Secretary of State for Trade and Industry in
                    connection with the Offer;

                         (B)  the terms of any modification to any of the
                    Licenses proposed in connection with the Offer; and

                         (C)  any terms proposed in connection with any
                    authorization or determination necessary or appropriate
                    in connection with the Offer;

                    (viii)    within 15 days of the date on which
               acceptances of the Offer are received from holders of not
               less than 90% of the Target Shares, procure that a director
               of Bidco issues a statutory declaration pursuant to section
               429(4) of the Companies Act, gives notice to all remaining
               holders of Target Shares that it intends to acquire their
               Target Shares pursuant to section 429 of the Companies Act
               and cause Bidco subsequently to purchase all such Target
               Shares; and

                    (ix) in any event give notice to close the Offer no
               less than 120 days after the Effective Date, unless the
               Required Lenders agree in their discretion to extend such
               period.


                                      ARTICLE VI
                                  EVENTS OF DEFAULT

               In case of the happening of any of the following events
          (each an "EVENT OF DEFAULT") (provided that subsection (g) below
          shall not apply to any member of the TEG Group at any time prior
          to the 120th day following the Unconditional Date):

                    (a)  any representation or warranty made or deemed made
               by any Borrower in or in connection with the execution and
               delivery of this Agreement or the Borrowings hereunder shall
               prove to have been false or misleading in any material
               respect when so made, deemed made or furnished;

          <PAGE>
                                                                        55

                    (b)  default shall be made by any Borrower in the
               payment of any principal of any Loan when and as the same
               shall become due and payable, whether at the due date
               thereof or at a date fixed for prepayment thereof or by
               acceleration thereof or otherwise;

                    (c)  default shall be made by any Borrower in the
               payment of any interest on any Loan or any Fee or any other
               amount (other than an amount referred to in paragraph (b)
               above) due hereunder, when and as the same shall become due
               and payable, and such default shall continue unremedied for
               a period of five days;

                    (d)  default shall be made by any Borrower in the due
               observance or performance of any covenant, condition or
               agreement contained in Section 5.01, 5.11 or  5.12;

                    (e)  default shall be made by any Borrower in the due
               observance or performance of any covenant, condition or
               agreement contained in Section 5.09 and such default shall
               continue unremedied for a period of 5 days or default shall
               be made by any Borrower in the due observance or performance
               of any covenant, condition or agreement contained herein
               (other than those specified in (b), (c) or (d) above) or in
               the Letter Agreement and such default shall continue
               unremedied for a period of 30 days after notice thereof from
               the Administrative Agent at the request of any Lender to
               such Borrower;

                    (f)  TUC shall no longer own, directly or indirectly,
               all the outstanding common stock of TU Electric (or any
               successor) and at least 51% of the outstanding common stock
               of Enserch (or any successor);

                    (g)  any Borrower or any Subsidiary shall (i) fail to
               pay any principal or interest, regardless of amount, due in
               respect of any Indebtedness in a principal amount in excess
               of $40,000,000, when and as the same shall become due and
               payable, subject to any applicable grace periods, or (ii)
               fail to observe or perform any other term, covenant,
               condition or agreement contained in any agreement or
               instrument evidencing or governing any such Indebtedness if
               the effect of any failure referred to in this clause (ii) is
               to cause, or to permit the holder or holders of such
               Indebtedness or a trustee on its or their behalf to cause,
               such Indebtedness to become due prior to its stated
               maturity;

                    (h)  an involuntary proceeding shall be commenced or an
               involuntary petition shall be filed in a court of competent
               jurisdiction seeking (i) relief in respect of TUC or any
               Significant Subsidiary, or of a substantial part of the
               property or assets of TUC or any Significant Subsidiary,
               under Title 11 of the United States Bankruptcy Code, as now
               constituted or hereafter amended, or any other Federal or
               state bankruptcy, insolvency, receivership or similar law,
               (i) the appointment of a receiver, trustee, custodian,
               sequestrator, conservator or similar official for TUC or any
               Significant Subsidiary or for a substantial part of the
               property or assets of TUC or any Significant Subsidiary or
               (ii) the winding up or liquidation of TUC or any Significant
               Subsidiary; and such proceeding or petition shall continue

          <PAGE>
                                                                        56

               undismissed for 60 days or an order or decree approving or
               ordering any of the foregoing shall be entered;

                    (i)  TUC or any Significant Subsidiary shall (i)
               voluntarily commence any proceeding or file any petition
               seeking relief under Title 11 of the United States
               Bankruptcy Code, as now constituted or hereafter amended, or
               any other Federal or state bankruptcy, insolvency,
               receivership or similar law, (ii) consent to the institution
               of, or fail to contest in a timely and appropriate manner,
               any proceeding or the filing of any petition described in
               (h) above, (iii) apply for or consent to the appointment of
               a receiver, trustee, custodian, sequestrator, conservator or
               similar official for TUC or any Significant Subsidiary or
               for a substantial part of the property or assets of it or
               such Significant Subsidiary, (iv) file an answer admitting
               the material allegations of a petition filed against it in
               any such proceeding, (v) make a general assignment for the
               benefit of creditors, (vi) become unable, admit in writing
               its inability or fail generally to pay its debts as they
               become due or (vii) take any action for the purpose of
               effecting any of the foregoing;

                    (j)  A Change in Control shall occur;

                    (k)  one or more judgments or orders for the payment of
               money in an aggregate amount in excess of $50,000,000 shall
               be rendered against TUC or any Subsidiary thereof or any
               combination thereof and such judgment or order shall remain
               undischarged or unstayed for a period of 30 days, or any
               action shall be legally taken by a judgment creditor to levy
               upon assets or properties of TUC or any Subsidiary to
               enforce any such judgment or order;

                    (l)  an ERISA Event or ERISA Events shall have occurred
               that reasonably could be expected to result in a Material
               Adverse Change;

          then, and in every such event, and at any time thereafter during
          the continuance of such event, the Administrative Agent, at the
          request of the Required Lenders, shall, by notice to the
          Borrowers, take either or both of the following actions, at the
          same or different times:  (i) terminate forthwith the right of
          any or all of the Borrowers to borrow pursuant to the Commitments
          and (ii) declare the Loans of any or all of the Borrowers then
          outstanding to be forthwith due and payable in whole or in part,
          whereupon the principal of the Loans so declared to be due and
          payable, together with accrued interest thereon and any unpaid
          accrued Fees and all other liabilities of such Borrower accrued
          hereunder, shall become forthwith due and payable, without
          presentment, demand, protest or any other notice of any kind, all

          <PAGE>
                                                                          57

          of which are hereby expressly waived, anything contained herein
          to the contrary notwithstanding; provided that in the case of any
          event described in paragraph (h) or (i) above with respect to any
          Borrower, the Commitments of the Lenders with respect to such
          Borrower shall automatically terminate and the principal of the
          Loans then outstanding of the Borrower with respect to which such
          event has occurred, together with accrued interest thereon and
          any unpaid accrued Fees and all other liabilities of such
          Borrower accrued hereunder shall automatically become due and
          payable, without presentment, demand, protest or any other notice
          of any kind, all of which are hereby expressly waived by such
          Borrower, anything contained herein to the contrary
          notwithstanding; and provided further, that the remedies
          described in clauses (i) and (ii) above may be exercised with
          respect to the Offer Loans and the Offer Loan Commitments during
          the Certain Funds Period only if an Event of Default that is also
          a Major Default shall have occurred and be continuing.


                                     ARTICLE VII
                                      THE AGENTS

               In order to expedite the transactions contemplated by this
          Agreement, Chase Bank of Texas, National Association is hereby
          appointed to act as Administrative Agent and Chase is hereby
          appointed to act as CAF Agent, on behalf of the Lenders.  Each of
          the Lenders hereby irrevocably authorizes the Agents to take such
          actions on behalf of such Lender or holder and to exercise such
          powers as are specifically delegated to the Agents by the terms
          and provisions hereof, together with such actions and powers as
          are reasonably incidental thereto.  The Administrative Agent is
          hereby expressly authorized by the Lenders and the CAF Agent,
          without hereby limiting any implied authority, (a) to receive on
          behalf of the Lenders and the CAF Agent all payments of principal
          of and interest on the Loans and all other amounts due to the
          Lenders and the CAF Agent hereunder, and promptly to distribute
          to each Lender and the CAF Agent its proper share of each payment
          so received; (b) to give notice on behalf of each of the Lenders
          to the Borrowers of any Event of Default of which the
          Administrative Agent has actual knowledge acquired in connection
          with its agency hereunder; and (c) to distribute to each Lender
          copies of all notices, financial statements and other materials
          delivered by the Borrowers pursuant to this Agreement as received
          by the Administrative Agent.

               No Agent or any of its directors, officers, employees or
          agents shall be liable as such for any action taken or omitted by
          any of them except for its or his or her own gross negligence or
          willful misconduct, or be responsible for any statement, warranty
          or representation herein or the contents of any document
          delivered in connection herewith, or be required to ascertain or
          to make any inquiry concerning the performance or observance by
          the Borrowers of any of the terms, conditions, covenants or
          agreements contained in this Agreement.  The Agents shall not be
          responsible to the Lenders for the due execution, genuineness,
          validity, enforceability or effectiveness of this Agreement or
          other instruments or agreements.  The Agents may deem and treat
          the Lender which makes any Loan as the holder of the indebtedness
          resulting therefrom for all purposes hereof until it shall have
          received notice from such Lender, given as provided herein, of
          the transfer thereof.  The Agents shall in all cases be fully
          protected in acting, or refraining from acting, in accordance
          with written instructions signed by the Required Lenders and,
          except as otherwise specifically provided herein, such
          instructions and any action or inaction pursuant thereto shall be
          binding on all the Lenders.  Each of the Agents shall, in the
          absence of knowledge to the contrary, be entitled to rely on any
          instrument or document believed by it in good faith to be genuine
          and correct and to have been signed or sent by the proper person
          or persons.  No Agent or any of its directors, officers,
          employees or agents shall have any responsibility to the

          <PAGE>

                                                                        58

          Borrowers on account of the failure of or delay in performance or
          breach by the other Agent or any Lender of any of its obligations
          hereunder or to the other Agent or any Lender on account of the
          failure of or delay in performance or breach by any other Lender,
          the other Agent or any Borrower of any of their respective
          obligations hereunder or in connection herewith.  Each of the
          Agents may execute any and all duties hereunder by or through
          agents or employees and shall be entitled to rely upon the advice
          of legal counsel selected by it with respect to all matters
          arising hereunder and shall not be liable for any action taken or
          suffered in good faith by it in accordance with the advice of
          such counsel.

               The Lenders hereby acknowledge that the Agents shall be
          under no duty to take any discretionary action permitted to be
          taken by it pursuant to the provisions of this Agreement unless
          it shall be requested in writing to do so by the Required
          Lenders.

               Subject to the appointment and acceptance of a successor
          Agent as provided below, either Agent may resign at any time by
          notifying the Lenders and the Borrowers.  Upon any such
          resignation, the Required Lenders shall have the right to appoint
          a successor Agent acceptable to the Borrowers.  If no successor
          shall have been so appointed by the Required Lenders and shall
          have accepted such appointment within 30 days after the retiring
          Agent gives notice of its resignation, then the retiring Agent
          may, on behalf of the Lenders, appoint a successor Agent, having
          a combined capital and surplus of at least $500,000,000 or an
          Affiliate of any such bank.  Upon the acceptance of any
          appointment as Agent hereunder by a successor bank, such
          successor shall succeed to and become vested with all the rights,
          powers, privileges and duties of the retiring Agent and the
          retiring Agent shall be discharged from its duties and
          obligations hereunder.  After any Agent's resignation hereunder,
          the provisions of this Article and Section 8.05 shall continue in
          effect for its benefit in respect of any actions taken or omitted
          to be taken by it while it was acting as Agent.

               With respect to the Loans made by it hereunder, each of the
          Agents, in its individual capacity and not as an Agent shall have
          the same rights and powers as any other Lender and may exercise
          the same as though it were not an Agent, and each of the Agents
          and their Affiliates may accept deposits from, lend money to and
          generally engage in any kind of business with the Borrowers or
          any Subsidiary or other Affiliate thereof as if it were not an
          Agent.

               Each Lender agrees (i) to reimburse the Agents, on demand,
          in the amount of its pro rata share (based on its Commitment
          hereunder or, if the Commitments shall have been terminated, the
          amount of its outstanding Loans) of any expenses incurred for the
          benefit of the Lenders in its role as Agent, including counsel
          fees and compensation of agents and employees paid for services
          rendered on behalf of the Lenders, which shall not have been
          reimbursed by the Borrowers and (ii) to indemnify and hold
          harmless each of the Agents and any of its directors, officers,
          employees or agents, on demand, in the amount of such pro rata
          share, from and against any and all liabilities, taxes,
          obligations, losses, damages, penalties, actions, judgments,
          suits, costs, expenses or disbursements of any kind or nature
          whatsoever which may be imposed on, incurred by or asserted
          against it in any way relating to or arising out of this
          Agreement or any action taken or omitted by it under this

          <PAGE>

                                                                        59

          Agreement to the extent the same shall not have been reimbursed
          by the Borrowers; provided that no Lender shall be liable to any
          Agent for any portion of such liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or
          disbursements resulting from the gross negligence or willful
          misconduct of such Agent or any of its directors, officers,
          employees or agents.  Each Lender agrees that any allocation made
          in good faith by the Agents of expenses or other amounts referred
          to in this paragraph between this Agreement and the Facility B
          Credit Agreement shall be conclusive and binding for all
          purposes.

               Each Lender acknowledges that it has, independently and
          without reliance upon the Agents or any other Lender and based on
          such documents and information as it has deemed appropriate, made
          its own credit analysis and decision to enter into this
          Agreement.  Each Lender also acknowledges that it will,
          independently and without reliance upon the Agents or any other
          Lender and based on such documents and information as it shall
          from time to time deem appropriate, continue to make its own
          decisions in taking or not taking action under or based upon this
          Agreement or any related agreement or any document furnished
          hereunder or thereunder.


                                     ARTICLE VIII
                                    MISCELLANEOUS

               SECTION 8.01.  NOTICES.  Notices and other communications
          provided for herein shall be in writing and shall be delivered by
          hand or overnight courier service, mailed or sent by telecopy, as
          follows:

                    (a)  if to any Borrower, to Texas Utilities Company,
               Energy Plaza, 1601 Bryan Street, 33rd Floor, Dallas, TX
               75201, Attention of Laura Anderson, Manager of Corporate
               Finance and Compliance (Telecopy No. 214-812-2488);

                    (b)  if to the CAF Agent, to The Chase Manhattan Bank,
               Loan and Agency Services Group, One Chase Manhattan Plaza,
               8th Floor, New York, New York 10081, Attention of Chris
               Consomer (Telecopy No. 212-552-5627, with a copy to The
               Chase Manhattan Bank at 270 Park Avenue, New York, New York
               10017, Attention of Jaimin Patel (Telecopy No. 212-270-
               1354);

                    (c)  if to the Administrative Agent, to Chase Bank of
               Texas, National Association, 2200 Ross Avenue 3rd Floor,
               Dallas TX 75201, Attention of Allen King (Telecopy No. 214-
               965-2990); and

                    (d)  if to a Lender, to it at its address (or telecopy
               number) set forth in the Administrative Questionnaire
               delivered to the Administrative Agent by such Lender in
               connection with the execution of this Agreement or
               previously or in the Assignment and Acceptance pursuant to
               which such Lender became a party hereto.

          <PAGE>
                                                                          60

          All notices and other communications given to any party hereto in
          accordance with the provisions of this Agreement shall be deemed
          to have been given on the date of receipt if delivered by hand or
          overnight courier service or sent by telecopy to such party as
          provided in this Section or in accordance with the latest
          unrevoked direction from such party given in accordance with this
          Section.

               SECTION 8.02.  SURVIVAL OF AGREEMENT.  All covenants,
          agreements, representations and warranties made by the Borrowers
          herein and in the certificates or other instruments prepared or
          delivered in connection with or pursuant to this Agreement shall
          be considered to have been relied upon by the Lenders and shall
          survive the making by the Lenders of the Loans regardless of any
          investigation made by the Lenders or on their behalf, and shall
          continue in full force and effect as long as the principal of or
          any accrued interest on any Loan or any Fee or any other amount
          payable under this Agreement is outstanding and unpaid or the
          Commitments have not been terminated.

               SECTION 8.03.  BINDING EFFECT.  This Agreement shall become
          effective when it shall have been executed by the Borrowers and
          each Agent and when the Administrative Agent shall have received
          copies hereof (telecopied or otherwise) which, when taken
          together, bear the signature of each Lender, and thereafter shall
          be binding upon and inure to the benefit of the parties hereto
          and their respective successors and assigns, except that the
          Borrowers shall not have the right to assign any rights hereunder
          or any interest herein without the prior consent of all the
          Lenders.

               SECTION 8.04.  SUCCESSORS AND ASSIGNS.  (a)  Whenever in
          this Agreement any of the parties hereto is referred to, such
          reference shall be deemed to include the successors and assigns
          of such party; and all covenants, promises and agreements by or
          on behalf of any party that are contained in this Agreement shall
          bind and inure to the benefit of its successors and assigns.

               (b)  Each Lender may assign to one or more assignees all or
          a portion of its interests, rights and obligations under this
          Agreement (including all or a portion of its Commitment and the
          Loans at the time owing to it); provided, however, that
          (i) except in the case of an assignment to a Lender or an
          Affiliate of such Lender, an assignment to a Federal Reserve Bank
          or an assignment made at any time an Event of Default shall have
          occurred and be continuing, the Borrowers and the Agents must
          give their prior written consent to such assignment (which
          consent shall not be unreasonably withheld), (ii) the amount of
          the Commitment of the assigning Lender subject to each such
          assignment (determined as of the date the Assignment and
          Acceptance with respect to such assignment is delivered to the
          Administrative Agent) shall not be less than $15,000,000 or, if
          the amount of the Commitment of the assigning Lender is less than
          $15,000,000, the aggregate amount of such Lender's Commitment,
          (iii) each such assignment shall be of a constant, and not a
          varying, percentage of all the assigning Lender's rights and
          obligations under this Agreement, (iv) the parties to each such
          assignment shall execute and deliver to the Administrative Agent
          an Assignment and Acceptance, and a processing and recordation
          fee of $3,000 (provided that, in the case of simultaneous
          assignment of interests under one or more of this Agreement and

          <PAGE>

                                                                          61

          the Facility B Credit Agreement, the aggregate fee shall be
          $3,000), and (v) the assignee, if it shall not be a Lender, shall
          deliver to the Administrative Agent an Administrative
          Questionnaire.  Upon acceptance and recording pursuant to Section
          8.04(e), from and after the effective date specified in each
          Assignment and Acceptance, which effective date shall be at least
          five Business Days after the execution thereof unless otherwise
          agreed by the Administrative Agent (the Borrowers to be given
          reasonable notice of any shorter period), (A) the assignee
          thereunder shall be a party hereto and, to the extent of the
          interest assigned by such Assignment and Acceptance, have the
          rights and obligations of a Lender under this Agreement and (B)
          the assigning Lender thereunder shall, to the extent of the
          interest assigned by such Assignment and Acceptance, be released
          from its obligations under this Agreement (and, in the case of an
          Assignment and Acceptance covering all or the remaining portion
          of an assigning Lender's rights and obligations under this
          Agreement, such Lender shall cease to be a party hereto (but
          shall continue to be entitled to the benefits of Sections 2.12,
          2.17 and 8.05 afforded to such Lender prior to its assignment as
          well as to any Fees accrued for its account hereunder and not yet
          paid)).  Notwithstanding the foregoing, any Lender assigning its
          rights and obligations under this Agreement may retain any
          Competitive Loans made by it outstanding at such time, and in
          such case shall retain its rights hereunder in respect of any
          Loans so retained until such Loans have been repaid in full in
          accordance with this Agreement.

               (c)  By executing and delivering an Assignment and
          Acceptance, the assigning Lender thereunder and the assignee
          thereunder shall be deemed to confirm to and agree with each
          other and the other parties hereto as follows:  (i) such
          assigning Lender warrants that it is the legal and beneficial
          owner of the interest being assigned thereby free and clear of
          any adverse claim, (ii) except as set forth in (i) above, such
          assigning Lender makes no representation or warranty and assumes
          no responsibility with respect to any statements, warranties or
          representations made in or in connection with this Agreement, or
          the execution, legality, validity, enforceability, genuineness,
          sufficiency or value of this Agreement or any other instrument or
          document furnished pursuant hereto or the financial condition of
          the Borrowers or the performance or observance by the Borrowers
          of any obligations under this Agreement or any other instrument
          or document furnished pursuant hereto; (iii) such assignor and
          such assignee represents and warrants that it is legally
          authorized to enter into such Assignment and Acceptance; (iv)
          such assignee confirms that it has received a copy of this
          Agreement, together with copies of the most recent financial
          statements delivered pursuant to Section 5.03 and such other
          documents and information as it has deemed appropriate to make
          its own credit analysis and decision to enter into such
          Assignment and Acceptance; (v) such assignee will independently
          and without reliance upon the Agents, such assigning Lender or
          any other Lender and based on such documents and information as
          it shall deem appropriate at the time, continue to make its own
          credit decisions in taking or not taking action under this
          Agreement; (vi) such assignee appoints and authorizes each Agent
          to take such action as agent on its behalf and to exercise such
          powers under this Agreement as are delegated to such Agent by the
          terms hereof, together with such powers as are reasonably
          incidental thereto; and (vii) such assignee agrees that it will
          perform in accordance with their terms all the obligations which
          by the terms of this Agreement are required to be performed by it
          as a Lender.

          <PAGE>
                                                                          62


               (d)  The Administrative Agent shall maintain at one of its
          offices in the City of Houston a copy of each Assignment and
          Acceptance delivered to it and a register for the recordation of
          the names and addresses of the Lenders, and the Commitment of,
          and the principal amount of the Loans owing to, each Lender
          pursuant to the terms hereof from time to time (the "REGISTER").
          The entries in the Register shall be conclusive in the absence of
          manifest error and the Borrowers, the Agents and the Lenders may
          treat each person whose name is recorded in the Register pursuant
          to the terms hereof as a Lender hereunder for all purposes of
          this Agreement.  The Register shall be available for inspection
          by each party hereto, at any reasonable time and from time to
          time upon reasonable prior notice.

               (e)  Upon its receipt of a duly completed Assignment and
          Acceptance executed by an assigning Lender and an assignee
          together with an Administrative Questionnaire completed in
          respect of the assignee (unless the assignee shall already be a
          Lender hereunder), the processing and recordation fee referred to
          in paragraph (b) above and, if required, the written consent of
          the Borrowers and the Agents to such assignment, the
          Administrative Agent shall (i) accept such Assignment and
          Acceptance and (ii) record the information contained therein in
          the Register.

               (f)  Each Lender may without the consent of the Borrowers or
          the Agents sell participations to one or more banks or other
          entities in all or a portion of its rights and obligations under
          this Agreement (including all or a portion of its Commitment and
          the Loans owing to it); provided, however, that (i) such Lender's
          obligations under this Agreement shall remain unchanged, (ii)
          such Lender shall remain solely responsible to the other parties
          hereto for the performance of such obligations, (iii) each
          participating bank or other entity shall be entitled to the
          benefit of the cost protection provisions contained in Sections
          2.12, 2.17 and 8.05 to the same extent as if it were the selling
          Lender (and limited to the amount that could have been claimed by
          the selling Lender had it continued to hold the interest of such
          participating bank or other entity), except that all claims made
          pursuant to such Sections shall be made through such selling
          Lender, and (iv) the Borrowers, the Agents and the other Lenders
          shall continue to deal solely and directly with such selling
          Lender in connection with such Lender's rights and obligations
          under this Agreement, and such Lender shall retain the sole right
          to enforce the obligations of the Borrowers under this Agreement
          and to approve any amendment, modification or waiver of any
          provision of this Agreement (other than amendments, modifications
          or waivers (x) decreasing any fees payable hereunder or the
          amount of principal of, or the rate at which interest is payable
          on, the Loans, (y) extending any scheduled principal payment date
          or date fixed for the payment of interest on the Loans or (z)
          extending the Commitments).

               (g)  Any Lender or participant may, in connection with any
          assignment or participation or proposed assignment or
          participation pursuant to this Section, disclose to the assignee
          or participant or proposed assignee or participant any
          information relating to the Borrowers furnished to such Lender by
          or on behalf of the Borrowers; provided that, prior to any such
          disclosure, each such assignee or participant or proposed
          assignee or participant shall execute an agreement whereby such
          assignee or participant shall agree (subject to customary
          exceptions) to preserve the confidentiality of any such
          information.


          <PAGE>

                                                                        63

               (h)  The Borrowers shall not assign or delegate any rights
          and duties hereunder without the prior written consent of all
          Lenders, and any attempted assignment or delegation (except as a
          consequence of a transaction expressly permitted under Section
          5.09) by a Borrower without such consent shall be void.

               (i)  Any Lender may at any time pledge all or any portion of
          its rights under this Agreement to a Federal Reserve Bank;
          provided that no such pledge shall release any Lender from its
          obligations hereunder or substitute any such Bank for such Lender
          as a party hereto.  In order to facilitate such an assignment to
          a Federal Reserve Bank, each Borrower shall, at the request of
          the assigning Lender, duly execute and deliver to the assigning
          Lender a promissory note or notes evidencing the Loans made to
          such Borrower by the assigning Lender hereunder.

               SECTION 8.05.  EXPENSES; INDEMNITY.  (a)  The Borrowers
          agree to pay all reasonable out-of-pocket expenses incurred by
          the Agents in connection with entering into this Agreement or in
          connection with any amendments, modifications or waivers of the
          provisions hereof (but only if such amendments, modifications or
          waivers are requested by a Borrower) (whether or not the
          transactions hereby contemplated are consummated), or incurred by
          the Agents or any Lender in connection with the enforcement of
          their rights in connection with this Agreement or in connection
          with the Loans made hereunder, including the reasonable fees and
          disbursements of counsel for the Agents or, in the case of
          enforcement following an Event of Default, the Lenders.

               (b)  The Borrowers agree to indemnify each Lender against
          any loss, calculated in accordance with the next sentence, or
          reasonable expense which such Lender may sustain or incur as a
          consequence of (a) any failure by such Borrower to borrow or to
          refinance, convert or continue any Loan hereunder (including as a
          result of such Borrower's failure to fulfill any of the
          applicable conditions set forth in Article IV) after irrevocable
          notice of such borrowing, refinancing, conversion or continuation
          has been given pursuant to Section 2.03 or 2.04, (b) any payment,
          prepayment or conversion, or assignment of a Eurodollar Loan or
          Fixed Rate Loan of such Borrower required by any other provision
          of this Agreement or otherwise made or deemed made on a date
          other than the last day of the Interest Period, if any,
          applicable thereto, (c) any default in payment or prepayment of
          the principal amount of any Loan or any part thereof or interest
          accrued thereon, as and when due and payable (at the due date
          thereof, whether by scheduled maturity, acceleration, irrevocable
          notice of prepayment or otherwise) or (d) the occurrence of any
          Event of Default, including, in each such case, any loss or
          reasonable expense sustained or incurred or to be sustained or
          incurred by such Lender in liquidating or employing deposits from
          third parties, or with respect to commitments made or obligations
          undertaken with third parties, to effect or maintain any Loan
          hereunder or any part thereof as a Eurodollar Loan or a Fixed
          Rate Loan.  Such loss shall include an amount equal to the
          excess, if any, as reasonably determined by such Lender, of (i)
          its cost of obtaining the funds for the Loan being paid, prepaid,
          refinanced, converted or not borrowed (assumed to be the LIBO
          Rate or, in the case of a Fixed Rate Loan, the fixed rate of
          interest applicable thereto) for the period from the date of such
          payment, prepayment, refinancing or failure to borrow or
          refinance to the last day of the Interest Period for such Loan
          (or, in the case of a failure to borrow or refinance the Interest

          <PAGE>
                                                                        64

          Period for such Loan which would have commenced on the date of
          such failure) over (ii) the amount of interest (as reasonably
          determined by such Lender) that would be realized by such Lender
          in reemploying the funds so paid, prepaid or not borrowed or
          refinanced for such period or Interest Period, as the case may
          be.

               (c)  THE BORROWERS AGREE TO INDEMNIFY THE AGENTS, EACH
          LENDER, EACH OF THEIR AFFILIATES AND THE DIRECTORS, OFFICERS,
          EMPLOYEES AND AGENTS OF THE FOREGOING (EACH SUCH PERSON BEING
          CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE
          HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES
          AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND
          EXPENSES, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING
          OUT OF (I) THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
          THIS AGREEMENT, INCLUDING THE ACQUISITION, (I) THE USE OF THE
          PROCEEDS OF THE LOANS OR (II) ANY CLAIM, LITIGATION,
          INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
          WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO, INCLUDING ANY
          OF THE FOREGOING ARISING FROM THE NEGLIGENCE, WHETHER SOLE OR
          CONCURRENT, ON THE PART OF ANY INDEMNITEE; PROVIDED THAT SUCH
          INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE
          EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED
          EXPENSES (I) ARE DETERMINED BY A FINAL JUDGMENT OF A COURT OF
          COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE
          OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (II) RESULT FROM ANY
          LITIGATION BROUGHT BY SUCH INDEMNITEE AGAINST THE BORROWERS OR BY
          ANY BORROWER AGAINST SUCH INDEMNITEE, IN WHICH A FINAL,
          NONAPPEALABLE JUDGMENT HAS BEEN RENDERED AGAINST SUCH INDEMNITEE;
          PROVIDED, FURTHER, THAT EACH BORROWER AGREES THAT IT WILL NOT,
          NOR WILL IT PERMIT ANY SUBSIDIARY TO, WITHOUT THE PRIOR WRITTEN
          CONSENT OF EACH INDEMNITEE, SETTLE, COMPROMISE OR CONSENT TO THE
          ENTRY OF ANY JUDGMENT IN ANY PENDING OR THREATENED CLAIM, ACTION,
          SUIT OR PROCEEDING IN RESPECT OF WHICH INDEMNIFICATION COULD BE
          SOUGHT UNDER THE INDEMNIFICATION PROVISIONS OF THIS SECTION
          8.05(C) (WHETHER OR NOT ANY INDEMNITEE IS AN ACTUAL OR POTENTIAL
          PARTY TO SUCH CLAIM, ACTION, SUIT OR PROCEEDING), UNLESS SUCH
          SETTLEMENT, COMPROMISE OR CONSENT DOES NOT INCLUDE ANY STATEMENT
          AS TO AN ADMISSION OF FAULT, CULPABILITY OR FAILURE TO ACT BY OR
          ON BEHALF OF ANY INDEMNITEE AND DOES NOT INVOLVE ANY PAYMENT OF
          MONEY OR OTHER VALUE BY ANY INDEMNITEE OR ANY INJUNCTIVE RELIEF
          OR FACTUAL FINDINGS OR STIPULATIONS BINDING ON ANY INDEMNITEE.

               (d)  The provisions of this Section shall remain operative
          and in full force and effect regardless of the expiration of the
          term of this Agreement, the consummation of the transactions
          contemplated hereby, the repayment of any of the Loans, the
          invalidity or unenforceability of any term or provision of this
          Agreement or any investigation made by or on behalf of any Agent
          or any Lender.  All amounts due under this Section shall be
          payable on written demand therefor.

               (e)  A certificate of any Lender or Agent setting forth any
          amount or amounts which such Lender or Agent is entitled to
          receive pursuant to paragraph (b) of this Section and containing
          an explanation in reasonable detail of the manner in which such
          amount or amounts shall have been determined shall be delivered
          to the appropriate Borrower and shall be conclusive absent
          manifest error.

          <PAGE>

                                                                       65

               SECTION 8.06.  RIGHT OF SETOFF.  If an Event of Default
          shall have occurred and be continuing, each Lender is hereby
          authorized at any time and from time to time, to the fullest
          extent permitted by law, to set off and apply any and all
          deposits (general or special, time or demand, provisional or
          final) at any time held and other indebtedness at any time owing
          by such Lender to or for the credit or the account of the
          relevant Borrower against any of and all the obligations of such
          Borrower now or hereafter existing under this Agreement held by
          such Lender, irrespective of whether or not such Lender shall
          have made any demand under this Agreement and although such
          obligations may be unmatured.  The rights of each Lender under
          this Section are in addition to other rights and remedies
          (including other rights of setoff) which such Lender may have.

               SECTION 8.07.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE
          CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
          STATE OF NEW YORK.

               SECTION 8.08.  WAIVERS; AMENDMENT.  (a)  No failure or delay
          of either Agent or any Lender in exercising any power or right
          hereunder shall operate as a waiver thereof, nor shall any single
          or partial exercise of any such right or power, or any
          abandonment or discontinuance of steps to enforce such a right or
          power, preclude any other or further exercise thereof or the
          exercise of any other right or power.  The rights and remedies of
          the Agents and the Lenders hereunder are cumulative and are not
          exclusive of any rights or remedies which they would otherwise
          have.  No waiver of any provision of this Agreement or consent to
          any departure therefrom shall in any event be effective unless
          the same shall be permitted by paragraph (b) below, and then such
          waiver or consent shall be effective only in the specific
          instance and for the purpose for which given.  No notice or
          demand on any Borrower or any Subsidiary in any case shall
          entitle such party to any other or further notice or demand in
          similar or other circumstances.

               (b)  Neither this Agreement nor any provision hereof may be
          waived, amended or modified except pursuant to an agreement or
          agreements in writing entered into by the Borrowers and the
          Required Lenders; provided, however, that no such agreement shall
          (i) decrease the principal amount of, or extend the maturity of
          or any scheduled principal payment date or date for the payment
          of any interest on any Loan, or waive or excuse any such payment
          or any part thereof, or decrease the rate of interest on any
          Loan, without the prior written consent of each Lender affected
          thereby, (ii) increase any Commitment or decrease the Facility
          Fee of any Lender without the prior written consent of such
          Lender, or (iii) amend or modify the provisions of Section 2.14
          or Section 8.04(h), the provisions of this Section or the
          definition of the "Required Lenders", without the prior written
          consent of each Lender; provided further, however, that no such
          agreement shall amend, modify or otherwise affect the rights or
          duties of the Administrative Agent or the CAF Agent hereunder
          without the prior written consent of the Administrative Agent or
          the CAF Agent, as the case may be.  Each Lender shall be bound by
          any waiver, amendment or modification authorized by this Section
          and any consent by any Lender pursuant to this Section shall bind
          any assignee of its rights and interests hereunder.


          <PAGE>

                                                                         66

               SECTION 8.09.  ENTIRE AGREEMENT.  THIS AGREEMENT (INCLUDING
          THE SCHEDULES AND EXHIBITS HERETO) AND THE LETTER AGREEMENT
          CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(A) OF
          THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE ENTIRE
          CONTRACT AMONG THE PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF
          AND THEREOF.  ANY PREVIOUS AGREEMENT, WHETHER WRITTEN OR ORAL,
          AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
          INCLUDING, WITHOUT LIMITATION, THE ORIGINAL AGREEMENT, IS
          SUPERSEDED BY THIS AGREEMENT AND THE LETTER AGREEMENT.  THERE ARE
          NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  NOTHING IN
          THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON
          ANY PARTY OTHER THAN THE PARTIES HERETO ANY RIGHTS, REMEDIES,
          OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.

               SECTION 8.10.  SEVERABILITY.  In the event any one or more
          of the provisions contained in this Agreement should be held
          invalid, illegal or unenforceable in any respect, the validity,
          legality and enforceability of the remaining provisions contained
          herein shall not in any way be affected or impaired thereby.  The
          parties shall endeavor in good-faith negotiations to replace the
          invalid, illegal or unenforceable provisions with valid
          provisions the economic effect of which comes as close as
          possible to that of the invalid, illegal or unenforceable
          provisions.

               SECTION 8.11.  COUNTERPARTS.  This Agreement may be executed
          in two or more counterparts, each of which shall constitute an
          original but all of which when taken together shall constitute
          but one contract, and shall become effective as provided in
          Section 8.03.

               SECTION 8.12.  HEADINGS.  Article and Section headings and
          the Table of Contents used herein are for convenience of
          reference only, are not part of this Agreement and are not to
          affect the construction of, or to be taken into consideration in
          interpreting, this Agreement.

               SECTION 8.13.  INTEREST RATE LIMITATION.  (a)
          Notwithstanding anything herein to the contrary, if at any time
          the applicable interest rate, together with all fees and charges
          which are treated as interest under applicable law (collectively
          the "CHARGES"), as provided for herein or in any other document
          executed in connection herewith, or otherwise contracted for,
          charged, received, taken or reserved by any Lender, shall exceed
          the maximum lawful rate (the "MAXIMUM RATE") which may be
          contracted for, charged, taken, received or reserved by such
          Lender in accordance with applicable law, the rate of interest
          payable on the Loans of such Lender, together with all Charges
          payable to such Lender, shall be limited to the Maximum Rate.

               (b)  If the amount of interest, together with all Charges,
          payable for the account of any Lender in respect of any interest
          computation period is reduced pursuant to paragraph (a) of this
          Section and the amount of interest, together with all Charges,
          payable for such Lender's account in respect of any subsequent
          interest computation period, computed pursuant to Section 2.07,
          would be less than the Maximum Rate, then the amount of interest,

          <PAGE>

                                                                        67

          together with all Charges, payable for such Lender's account in
          respect of such subsequent interest computation period shall, to
          the extent permitted by applicable law, be automatically
          increased to such Maximum Rate; provided that at no time shall
          the aggregate amount by which interest paid for the account of
          any Lender has been increased pursuant to this paragraph (b)
          exceed the aggregate amount by which interest, together with all
          Charges, paid for its account has theretofore been reduced
          pursuant to paragraph (a) of this Section.

               SECTION 8.14.  JURISDICTION; VENUE.  (a)  Each Borrower
          hereby irrevocably and unconditionally submits, for itself and
          its property, to the nonexclusive jurisdiction of any New York
          State court or Federal court of the United States of America
          sitting in New York City, and any appellate court from any
          thereof, in any action or proceeding arising out of or relating
          to this Agreement, or for recognition or enforcement of any
          judgment, and each of the parties hereto hereby irrevocably and
          unconditionally agrees that all claims in respect of any such
          action or proceeding may be heard and determined in such New York
          State or, to the extent permitted by law, in such Federal court.
          Each of the parties hereto agrees that a final judgment in any
          such action or proceeding shall be conclusive and may be enforced
          in other jurisdictions by suit on the judgment or in any other
          manner provided by law.  Subject to the foregoing and to
          paragraph (b) below, nothing in this Agreement shall affect any
          right that any party hereto may otherwise have to bring any
          action or proceeding relating to this Agreement against any other
          party hereto in the courts of any jurisdiction.

               (b)  Each Borrower hereby irrevocably and unconditionally
          waives, to the fullest extent it may legally and effectively do
          so, any objection which it may now or thereafter have to the
          laying of venue of any suit, action or proceeding arising out of
          or relating to this Agreement in any New York State or Federal
          court.  Each of the parties hereto hereby irrevocably waives, to
          the fullest extent permitted by law, the defense of an
          inconvenient forum to the maintenance of such action or
          proceeding in any such court.

               SECTION 8.15.  CONFIDENTIALITY.  Each Lender shall use its
          best efforts to hold in confidence all information, memoranda, or
          extracts furnished to such Lender (directly or through the
          Agents) by the Borrowers hereunder or in connection with the
          negotiation hereof; provided that such Lender may disclose any
          such information, memoranda or extracts (i) to its Affiliates,
          accountants or counsel, (ii) to any regulatory agency having
          authority to examine such Lender, (iii) as required by any legal
          or governmental process or otherwise by law, (iv) except as
          provided in the last sentence of Section5.03, to any person to
          which such Lender sells or proposes to sell an assignment or a
          participation in its Loans hereunder, if such other person agrees
          for the benefit of the Borrowers to comply with the provisions of
          this Section and (v) to the extent that such information,
          memoranda or extracts shall be publicly available or shall have
          become known to such Lender independently of any disclosure by
          any Borrower hereunder or in connection with the negotiation
          hereof.  Notwithstanding the foregoing, any Lender may disclose
          the provisions of this Agreement and the amounts, maturities and
          interest rates of its Loans to any purchaser or potential
          purchaser of such Lender's interest in any Loan.

          <PAGE>
                                                                     68

                               [Signature pages follow]

          <PAGE>
                                                               S-1

               IN WITNESS WHEREOF, the parties hereto have caused this
          Agreement to be duly executed by their respective authorized
          officers as of the day and year first above written.


                                        TEXAS UTILITIES COMPANY








                                        By /s/ Kirk R. Oliver
                                           --------------------------------
                                           Name: Kirk R. Oliver
                                           Title: Treasurer


                                        TEXAS UTILITIES ELECTRIC COMPANY


                                        By /s/ Kirk R. Oliver
                                           --------------------------------
                                           Name: Kirk R. Oliver
                                           Title: Treasurer


                                        ENSERCH CORPORATION


                                        By /s/ Kirk R. Oliver
                                           --------------------------------
                                           Name: Kirk R. Oliver
                                           Title: Treasurer


          <PAGE>
                                                              S-2




                                        CHASE BANK OF TEXAS, NATIONAL
                                         ASSOCIATION,
                                             as Administrative Agent


                                        By /s/ Allen K. King
                                          ---------------------------------
                                          Name: Allen K. King
                                          Title: Vice President

          <PAGE>

                                                               S-3

                                   THE CHASE MANHATTAN BANK,
                                        individually and as Competitive
                                        Advance Facility Agent


                                   By /s/ Thomas H. Kozlark
                                     --------------------------------------
                                        Name: Thomas H. Kozlark
                                        Title: Vice President

          <PAGE>

                                                              S-4


          Lenders
          -------

          ABN AMRO BANK N.V.


          By /s/ Kevin S. McFadden
             ----------------------------
               Name: Kevin S. McFadden
               Title: Vice President



          By /s/ Mark R. Lasek
             ------------------------------
               Name: Mark R. Lasek
               Title: Group Vice President



          <PAGE>

                                                                 S-5


          ARAB BANKING CORPORATION (B.S.C.)

          By /s/ Stephen A. Plauche'
             -----------------------------
               Name: Stephen A. Plauche'
               Title: Vice President




          <PAGE>


                                                                 S-6


                               [INTENTIONALLY OMITTED]


          <PAGE>

                                                                 S-7



          THE BANK OF NOVA SCOTIA


          By /s/ F.C.H. Ashby
             ------------------------------
               Name: F.C.H. Ashby
               Title: Senior Manager Loan Operations


          <PAGE>

                                                                  S-8

          THE BANK OF TOKYO-MITSUBISHI, LTD.


          By /s/ John M. Mearns
             -----------------------------
               Name: J. Mearns
               Title: VP & Manager

          <PAGE>

                                                                   S-9



                               [INTENTIONALLY OMITTED]

          <PAGE>

                                                                  S-10


          BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION


          By /s/ Curtis L. Anderson
             -----------------------------
               Name: Curtis L. Anderson
               Title: Senior Vice President


          <PAGE>

                                                                 S-11



          BANQUE NATIONALE DE PARIS


          By /s/ David C. Schad
             ------------------------------
               Name: David C. Schad
               Title: Executive Vice President


          <PAGE>

                                                                 S-12
          BARCLAYS BANK PLC


          By /s/ Sydney O. Dennis
             -----------------------------
               Name: Sydney O. Dennis
               Title: Director



          <PAGE>

                                                                 S-13

          BAYERISCHE LANDESBANK GIROZENTRALE
             (CAYMAN ISLANDS BRANCH)


          By /s/ Peter Obermann
             ------------------------------
               Name: Peter Obermann
               Title: Senior Vice President



          By /s/ James H. Boyle
             -------------------------------
               Name: James H. Boyle
               Title: Second Vice President


          <PAGE>

                                                                 S-14



          CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH


          By /s/ Wan-Tu Yeh
             --------------
               Name: Wan-Tu Yeh
               Title: VP & General Manager


          <PAGE>

                                                                 S-15



          CANADIAN IMPERIAL BANK OF COMMERCE


          By /s/ Denis O'Meara
             ------------------------------
               Name: Denis O'Meara
               Title: Executive Director
                       CIBC Oppenheimer Corp., AS AGENT

          <PAGE>

                                                                 S-16



          CITIBANK, N.A.


          By /s/ Robert J. Harrity, Jr.
             -------------------------------
               Name: Robert J. Harrity, Jr.
               Title: Managing Director

          <PAGE>

                                                                  S-17



          COMMERZBANK AG, ATLANTA AGENCY


          By /s/ Harry P. Yergey
             ------------------------------
               Name: Harry P. Yergey
               Title: SVP & Manager


          By /s/ Subash R. Viswanathan
             -------------------------
               Name: Subash R. Viswanathan
               Title: Vice President


          <PAGE>

                                                                  S-18



          CREDIT AGRICOLE INDOSUEZ


          By /s/ Rene LeBlanc
             -------------------------------
               Name: Rene LeBlanc
               Title: Vice President



          By /s/ Sarah McClintock
             -----------------------------
               Name: Sarah McClintock
               Title: Vice President

          <PAGE>

                                                                 S-19


          CREDIT LYONNAIS NEW YORK BRANCH


          By /s/ Robert Ivosevich
             -------------------------------
               Name: Robert Ivosevich
               Title: Senior Vice President

          <PAGE>

                                                                 S-20


          CREDIT SUISSE FIRST BOSTON


          By /s/ Robert N. Finney
             ------------------------------
               Name: Robert N. Finney
               Title: Managing Director



          By /s/ Andrea E. Shkane
             -----------------------------
               Name: Andrea E. Shkane
               Title: Vice President

          <PAGE>

                                                                 S-21


          DAI ICHI KANGYO BANK LTD.


          By /s/ Azlan S. Ahmad
             -----------------------------
               Name: Azlan S. Ahmad
               Title: Account Officer


          <PAGE>

                                                                 S-22

          DEN DANSKE BANK AKTIESELSKAB


          By /s/ John A. O'Neill
             -------------------------------
               Name: John A. O'Neill
               Title: Vice President


          By /s/ Peter L. Hargraves
             ------------------------------
               Name: Peter L. Hargraves
               Title: Vice President

          <PAGE>


                                                                 S-23


          DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH



          By /s/ Lydia Zaininger
             -------------------------------
               Name: Lydia Zaininger
               Title: Vice President



          By /s/ Christopher S. Lane
             ------------------------------
               Name: Christopher S. Lane
               Title: Associate

          <PAGE>

                                                                 S-24




          DG BANK
          DEUTSCHE GENOSSENSCHAFTSBANK AG


          By /s/ Norah McCann
             -----------------------------
               Name: Norah McCann
               Title: SVP



          By /s/ Karen A. Brinkman
             ----------------------------
               Name: Karen A. Brinkman
               Title: VP


          <PAGE>

                                                                 S-25

          <PAGE>


          THE FIRST NATIONAL BANK OF CHICAGO


          By /s/ Madeleine N. Pember
             ---------------------------
               Name: Madeleine N. Pember
               Title: Assistant Vice President


          <PAGE>

                                                                 S-26

          FIRST UNION NATIONAL BANK (CHARLOTTE)


          By /s/ Joe K. Dancy
             -------------------------------
               Name: Joe K. Dancy
               Title: Vice President


          <PAGE>

                                                                 S-27


          GUARANTY FEDERAL BANK, FSB


          By /s/ Jim R. Hamilton
             ------------------------------
               Name: Jim R. Hamilton
               Title: Vice President

          <PAGE>

                                                                 S-28



          THE INDUSTRIAL BANK OF JAPAN, LIMITED


          By /s/ Takuya Honjo
             ------------------------------
               Name: Takuya Honjo
               Title: Senior Vice President



          <PAGE>

                                                                 S-29


          KBC BANK N.V.


          By /s/ Katherine S. McCarthy
             ----------------------------
               Name: Katherine S. McCarthy
               Title: Vice President


          By /s/ Robert Snauffer
             --------------------------------
               Name: Robert Snauffer
               Title: First Vice President

          <PAGE>

                                                                 S-30



          LEHMAN COMMERCIAL PAPER INC.


          By /s/ Michele Swanson
             -----------------------------
               Name: Michele Swanson
               Title: Authorized Signatory


          <PAGE>

                                                                 S-31



          LLOYDS BANK PLC


          By /s/ Windsor R. Davies
             ----------------------------
               Name: Windsor R. Davies
               Title: Director, Corporate Banking, USA



          By /s/ David C. Rodway
             ----------------------------
               Name: David C. Rodway
               Title: Assistant Vice President

          <PAGE>

                                                                 S-32


          MELLON BANK


          By /s/ Roger E. Howard
             -----------------------------
               Name: Roger E. Howard
               Title: Vice President


          <PAGE>

                                                                 S-33




          MERRILL LYNCH CAPITAL CORPORATION


          By /s/ Stephen B. Paras
             -------------------------------
               Name: Stephen B. Paras
               Title: Director Global Loan Syndications


          <PAGE>

                                                                 S-34


          THE MITSUBISHI TRUST AND BANKING
             CORPORATION


          By /s/ Yasushi Satomi
             -------------------------------
               Name: Yasushi Satomi
               Title: Senior Vice President


          <PAGE>

                                                                 S-35


          NATIONAL AUSTRALIA BANK LIMITED
          A.C.N. 004044937


          By /s/ Scott Tuhy
             ---------------------------------
               Name: Scott Tuhy
               Title: Vice President


          <PAGE>

                                                                 S-36



          NATIONAL WESTMINISTER BANK PLC


          By /s/ Jonathan J. Whiticar
             ------------------------------
               Name: Johathan J. Whiticar
               Title: Director, MCG


          <PAGE>
                                                                 S-37


          THE ROYAL BANK OF SCOTLAND PLC


          By /s/ Lee Morse
             --------------------------------
               Name: Lee Morse
               Title: Relationship Manager


          <PAGE>

                                                                 S-38


          THE SANWA BANK, LIMITED
          NEW YORK BRANCH


          By /s/ John T. Feeney
             -------------------------------
               Name: John T. Feeney
               Title: Vice President


          <PAGE>

                                                                 S-39



          SOCIETE GENERALE


          By /s/ Alan Jaffe
             ----------------------------------
               Name: Alan Jaffe
               Title: Director



          <PAGE>

                                                                 S-40


          SGZ BANK


          By /s/ John Dexheimer
             ------------------------------
               Name: John Dexheimer
               Title: SVP




          By /s/ Jim Deitmer
             --------------------------------
               Name: Jim Deitmer
               Title: VP


          <PAGE>

                                                                 S-41

          THE SUMITOMO BANK LIMITED


          By /s/ William R. McKown, III
             -------------------------------
               Name: William R. McKown, III
               Title: Vice President & Manager

          <PAGE>

                                                                 S-42


          THE TOKAI BANK LIMITED


          By /s/ Shinichi Nakatani
             -------------------------------
               Name: Shinichi Nakatani
               Title: Assistant General Manager


          <PAGE>


                                                                 S-43

          TORONTO DOMINION (TEXAS), INC.


          By /s/ Anne C. Favoriti
             -------------------------------
               Name: Anne C. Favoriti
               Title: Vice President


          <PAGE>
                                                                 S-44


          WESTDEUSTCHE LANDESBANK GIROZENTRALE


          By /s/ Cynthia M. Niesen
             -----------------------------
               Name: Cynthia M. Niesen
               Title: Managing Director



          By /s/ Walter T. Duffy III
             ------------------------------
               Name: Walter T. Duffy III
               Title: Associate

          <PAGE>

                                                                 S-45


          THE BANK OF NEW YORK


          By /s/ Nathan S. Howard
             ----------------------------
               Name: Nathan S. Howard
               Title: Vice President

          <PAGE>

                                                                 S-46




          FLEET NATIONAL BANK


          By /s/ Stephen J. Hoffman
             -----------------------------
               Name: Stephen J. Hoffman
               Title: Assistant Vice President


          <PAGE>

                                                                 S-47


          BANCA NAZIONALE DEL LAVORO


          By /s/ Roberto Mancone
             -----------------------------
               Name: Roberto Mancone
               Title: Senior Loan Officer



          By /s/ Leonardo Valentini
             ------------------------------
               Name: Leonardo Valentini
               Title: First Vice President


          <PAGE>

                                                                 S-48

          <PAGE>

                                                                 S-49


                                                                EXHIBIT A-1

                           FORM OF COMPETITIVE BID REQUEST

          The Chase Manhattan Bank,
            as Competitive Advance Facility Agent
            for the Lenders referred to below,
          c/o The Chase Manhattan Bank
          Loan and Agency Services Group
          One Chase Manhattan Plaza, 8th Floor
          New York, New York 10081

          Attention: Chris Consomer
          Telecopy: 212-552-5627

          Dear Ladies and Gentlemen:

               The undersigned, [Texas Utilities Company][Texas Utilities
          Electric Company], [Enserch Corporation] (the "BORROWER"), refers
          to the 364-Day Amended and Restated Competitive Advance and
          Revolving Credit Facility Agreement, dated as of May 28, 1998, as
          amended and restated as of February 26, 1999 (as it may hereafter
          be amended, modified, extended or restated from time to time, the
          "AGREEMENT"), among the Borrower, [Texas Utilities Company]
          [Texas Utilities Electric Company], [Enserch Corporation], the
          Lenders named therein, Chase Bank of Texas, National Association,
          as Administrative Agent, and The Chase Manhattan Bank, as
          Competitive Advance Facility Agent.  Capitalized terms used
          herein and not otherwise defined herein shall have the meanings
          assigned to such terms in the Agreement.  The Borrower hereby
          gives you notice pursuant to Section 2.03(a) of the Agreement
          that it requests a Competitive Borrowing under the Agreement, and
          in that connection sets forth below the terms on which such
          Competitive Borrowing is requested to be made:

          (A)  Date of Competitive Borrowing
               (which is a Business Day)                       ------------
          (B)  Principal amount of aggregate Competitive
               Borrowing(ft1)                                  ------------
               1.   Principal amount of Competitive
                    Borrowing comprising Offer Loans           ------------
               2.   Principal amount of Competitive
                    Borrowing comprising General Loans         ------------
          (C)  Interest rate basis(ft2)                        ------------

-------------------------------
          1.   Not less than $5,000,000 (and in integral multiples of
               $1,000,000) or greater than the Total Commitment then
               available.

          2.  Eurodollar Loan or Fixed Rate Loan.

          <PAGE>


          (D)  Interest Period and the last day
               thereof(ft3)                                    ------------

               Upon acceptance of any or all of the Loans offered by the
          Lenders in response to this request, the Borrower shall be deemed
          to have represented and warranted that the applicable conditions
          to lending specified in Article IV of the Agreement have been
          satisfied.

                                        Very truly yours,

                                        [TEXAS UTILITIES COMPANY,]
                                        [TEXAS UTILITIES ELECTRIC COMPANY,]
                                        [ENSERCH CORPORATION,]

                                        By
                                          ----------------------------
                                          Name:
                                          Title: [Financial Officer]


          ___________________

          3.  Which shall be subject to the definition of "INTEREST PERIOD"
          and end not later than the earlier of the last day of the
          Revolving Period and the Maturity Date.

          <PAGE>



                                                                EXHIBIT A-2

                      FORM OF NOTICE OF COMPETITIVE BID REQUEST

          [Name of Lender]
          [Address]
          New York, New York

                                                                     [Date]
          Attention:  [          ]

          Dear Ladies and Gentlemen:

               Reference is made to the 364-Day Amended and Restated
          Competitive Advance and Revolving Credit Facility Agreement,
          dated as of May 28, 1998, as amended and restated as of February
          26, 1999 (as it may hereafter be amended, modified, extended or
          restated from time to time, the "AGREEMENT"), among [Texas
          Utilities Company][Texas Utilities Electric Company], [Enserch
          Corporation] (the "BORROWER"), [Texas Utilities Company][Texas
          Utilities Electric Company], [Enserch Corporation], the Lenders
          named therein, Chase Bank of Texas, National Association, as
          Administrative Agent and the Chase Manhattan Bank, as Competitive
          Advance Facility Agent.  Capitalized terms used herein and not
          otherwise defined herein shall have the meanings assigned to such
          terms in the Agreement.  The Borrower made a Competitive Bid
          Request on           , [___], pursuant to Section 2.03(a) of the
                     ----------
          Agreement, and in that connection you are invited to submit a
          Competitive Bid by [Date]/[Time].(ft1)  Your Competitive Bid must
          comply with Section 2.03(b) of the Agreement and the terms set
          forth below on which the Competitive Bid Request was made:

          (A)  Date of Competitive Borrowing               ----------------

          (B)  Principal amount of Competitive Borrowing   ----------------

               1.   Principal amount of Competitive
                    Borrowing comprising Offer Loans       ----------------
               2.   Principal amount of Competitive
                    Borrowing comprising General Loans     ----------------
          (C)  Interest rate basis                         ----------------

----------------------------
          1.   The Competitive Bid must be received by the CAF Agent (i) in
               the case of Eurodollar Loans, not later than 9:30 a.m., New
               York City time, three Business Days before a proposed
               Competitive Borrowing, and (ii) in the case of Fixed Rate
               Loans, not later than 9:30 a.m., New York City time, on the
               Business Day of a proposed Competitive Borrowing.

<PAGE>

                                                                  A-2-2


          (D)  Interest Period and the last day
               thereof                                     ----------------



                                                  Very truly yours,

                                                  The Chase Manhattan Bank,


                                                  as Competitive Advance
                                                  Facility Agent,


                                                  By
                                                    -----------------------
                                                    Name:
                                                    Title:
<PAGE>


                                                                EXHIBIT A-3


                               FORM OF COMPETITIVE BID


          The Chase Manhattan Bank,
            as Competitive Advance Facility Agent
            for the Lenders referred to below,
          c/o The Chase Manhattan Bank
          Loan and Agency Services Group
          One Chase Manhattan Plaza, 8th Floor
          New York, New York 10081

          Attention: Chris Consomer
          Telecopy: 212-552-5627
                                                                     [Date]

          Attention:  [                ]

          Dear Ladies and Gentlemen:

               The undersigned, [Name of Lender], refers to the 364-Day
          Amended and Restated Competitive Advance and Revolving Credit
          Facility Agreement, dated as of May 28, 1998, as amended and
          restated as of February 26, 1999 (as it may hereafter be amended,
          modified, extended or restated from time to time, the
          "AGREEMENT"), among [Texas Utilities Company][Texas Utilities
          Electric Company], [Enserch Corporation] (the "BORROWER"), [Texas
          Utilities Company][Texas Utilities Electric Company], [Enserch
          Corporation], the Lenders named therein, Chase Bank of Texas,
          National Association, as Administrative Agent and The Chase
          Manhattan Bank, as Competitive Advance Facility Agent.
          Capitalized terms used herein and not otherwise defined herein
          shall have the meanings assigned to such terms in the Agreement.
          The undersigned hereby makes a Competitive Bid pursuant to
          Section 2.03(b) of the Agreement, in response to the Competitive
          Bid Request made by the Borrower on            , [____], and in
                                              -----------
          that connection sets forth below the terms on which such
          Competitive Bid is made:

               (A)  Principal Amount(ft1)                 -----------------
               (B)  Competitive Bid Rate(ft2)             -----------------
               (C)  Interest Period and last day thereof  -----------------

----------------------------

          (1)  Not less than $5,000,00 or greater than the requested
               Competitive Borrowing and in integral multiples of
               $1,000,000.  Multiple bids will be accepted by the CAF
               Agent.

          (2)  i.e, LIBO Rate + or - ____ %, in the case of Eurodollar
               ____ Loans or ____ %, in the case of Fixed Rate Loans.



<PAGE>

                                                                      A-3-2

               The undersigned hereby confirms that it is prepared, subject
          to the conditions set forth in the Agreement, to extend credit to
          the Borrower upon acceptance by the Borrower of this bid in
          accordance with Section 2.03(d) of the Agreement.


                                                  Very truly yours,



                                                  [NAME OF LENDER],


                                                  By
                                                    ----------------------
                                                    Name:
                                                    Title:



          <PAGE>


                                                                EXHIBIT A-4


                     FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER


                                                                     [Date]


          The Chase Manhattan Bank,
            as Competitive Advance Facility Agent
            for the Lenders referred to below,
          c/o The Chase Manhattan Bank
          Loan and Agency Services Group
          One Chase Manhattan Plaza, 8th Floor
          New York, New York 10081

          Attention: Chris Consomer
          Telecopy: 212-552-5627

          Dear Ladies and Gentlemen:

               The undersigned, [Texas Utilities Company][Texas Utilities
          Electric Company], [Enserch Corporation], (the "BORROWER"),
          refers to the 364-Day Amended and Restated Competitive Advance
          and Revolving Credit Facility Agreement, dated as of May 28,
          1998, as amended and restated as of February 26, 1999 (as it may
          hereafter be amended, modified, extended or restated from time to
          time, the "AGREEMENT"), among the Borrower, [Texas Utilities
          Company] [Texas Utilities Electric Company], [Enserch
          Corporation], the Lenders named therein, Chase Bank of Texas, as
          Administrative Agent and The Chase Manhattan Bank, as Competitive
          Advance Facility Agent for the Lenders.

               In accordance with Section 2.03(c) of the Agreement, we have
          received a summary of bids in connection with our Competitive Bid
          Request dated              ,      , and in accordance with
                        -------------  -----
          Section 2.03(d) of the Agreement, we hereby accept the following
          bids for maturity on [date]:


               Principal Amount    Fixed Rate/Margin   Lender
               ----------------    -----------------   ------

               $                   [%]/[+/-.   %]      [Offer] [General]
          Loan(ft1)

               $                                       [Offer] [General]
          Loan(ft1)

          ________________

          1.   Select one.

          <PAGE>

                                                                      A-4-2


          We hereby reject the following bids:

               Principal Amount         Fixed Rate/Margin   Lender
               ----------------         -----------------

               $                         [%]/[+/-.   %]
               $

               The $           should be deposited in The Chase Manhattan
                    ----------
          Bank account number [             ] on [date].


                                             Very truly yours,

                                             [TEXAS UTILITIES COMPANY,]
                                             [TEXAS UTILITIES ELECTRIC
                                             COMPANY,]
                                             [ENSERCH CORPORATION,]

                                             By
                                               ------------------------
                                               Name:
                                               Title:


          <PAGE>

                                                                EXHIBIT A-5

                          FORM OF STANDBY BORROWING REQUEST

          Chase Bank of Texas, National Association,
            as Administrative Agent for the Lenders referred to below,
          2200 Ross Avenue, 3rd floor
          Dallas, TX 77002

          Attention:   Allen King
          Telecopy:   (214) 965-2990

                                                                     [Date]


          Dear Ladies and Gentlemen:

               The undersigned, [Texas Utilities Company][Texas Utilities
          Electric Company], [Enserch Corporation] (the "BORROWER"), refers
          to the 364-Day Amended and Restated Competitive Advance and
          Revolving Credit Facility Agreement dated as of May 28, 1998, as
          amended and restated as of February 26, 1999 (as it may hereafter
          be amended, modified, extended or restated from time to time, the
          "AGREEMENT"), among the Borrower, [Texas Utilities Company][Texas
          Utilities Electric Company], [Enserch Corporation], the Lenders
          named therein, Chase Bank of Texas, National Association, as
          Administrative Agent and The Chase Manhattan Bank, as Competitive
          Advance Facility Agent.  Capitalized terms used herein and not
          otherwise defined herein shall have the meanings assigned to such
          terms in the Agreement.  The Borrower hereby gives you notice
          pursuant to Section 2.04 of the Agreement that it requests a
          Standby Borrowing under the Agreement, and in that connection
          sets forth below the terms on which such Standby Borrowing is
          requested to be made:

               (A)  Date of Standby Borrowing
                    (which is a Business Day)               ---------------
               (B)  Principal amount of Standby
                    Borrowing(ft1)                          ---------------
                    1.   Principal amount of Standby
                         Borrowing comprising Offer
                         Loans                              ---------------
                    2.   Principal amount of Standby
                         Borrowing comprising General
                         Loans                              ---------------
               (C)  Interest rate basis(ft2)                ---------------
               (D)  Interest Period and the last
                    day thereof(ft3)                        ---------------
          _______________________

          1.   Not less than $25,000,000 (and in integral multiples of
               $5,000,000) or greater than the Total Commitment then
               available.

          2.   Eurodollar Loan or ABR Loan.

          3.   Which shall be subject to the definition of "INTEREST
               PERIOD" and end not later than the Maturity Date.

          <PAGE>

                                                                A-5-2


               Upon acceptance of any or all of the Loans made by the
          Lenders in response to this request, the Borrower shall be deemed
          to have represented and warranted that the applicable conditions
          to lending specified in Article IV of the Agreement have been
          satisfied.

                                             Very truly yours,

                                             [TEXAS UTILITIES COMPANY,]
                                             [TEXAS UTILITIES ELECTRIC
                                             COMPANY,]
                                             [ENSERCH CORPORATION,]

                                             By
                                               -----------------------
                                             Name:
                                             Title:


          <PAGE>




                                                                  EXHIBIT B

                             ADMINISTRATIVE QUESTIONNAIRE
                               TEXAS UTILITIES COMPANY
                           TEXAS UTILITIES ELECTRIC COMPANY
                                 ENSERCH CORPORATION

                            PLEASE FORWARD THIS COMPLETED
                             FORM AS SOON AS POSSIBLE TO:
                                 -------------------

                         Donna McGroarty: Fax (713) 216-2291



          PLEASE TYPE ALL INFORMATION.


          Agent:    Chase Bank of Texas, National Association
                    707 Travis Street, 8-CBB-N 96
                    Houston, Texas 77002


          Telex:

          Chase Securities Inc.
          Syndications
          Telecopier:    (713) 216-2291/Alt. Fax (713) 216-2339

          Chase Securities Inc.
          Syndications
          Contacts:           Preston Moore       Phone:  (713) 216-1010
                              Ann K. Baumgartner  Phone:  (713) 216-7582
                              Donna McGroarty     Phone:  (713) 216-3617


          Operations:         Gale Manning        Phone:  (713) 750-2784
          Letters of Credit:  Gale Manning        Phone:  (713) 750-2784

          Competitive Auction
          Contact:            The Chase Manhattan Bank
                              Chris Consomer      Phone: (212) 552-7259
                                                  Fax: (212) 552-5627

          <PAGE>



                                                                        B-2

          Full Legal Name of your Institution:

          Hard-copy documents, notices and periodic financial statements of
          the Borrower should be sent to the following account officer
          designated by your bank:


          Officer's Name:

          Title:

          Street Address (No P.O. Boxes please):

          City, State, Zip:

          Phone #:

          Telefax #:


          <PAGE>
                                                                        B-3


                             PRIMARY CONTACT INFORMATION


          We will send all telecopies regarding time-critical information
          (drawdowns, option changes, payments, etc.) to the Primary or
          Alternate Contact at the banking location you designate.

          1.   Your bank's primary contact for telefaxes concerning
               borrowings, options on interest rates, etc.:


                 Primary            Telephone            Telefax
                  Name               Number              Number
                 -------            ---------            -------




             Alternate Name/        Telephone            Telefax
                Phone No.             Number             Number
             ---------------        ---------            -------



          If at any time any of the above information changes, please
          advise.


          Publicity:     Under what name would you prefer your institution
                         to appear in any future advertisements?


         <PAGE>

                                                                        B-4


          Movement of Funds:       TO US:    Wire Fed Funds to:

                                   Chase Bank of Texas, National
                                   Association ABA # 113000609
                                   for account number # 0010-092-4118
                                   Attention: Gale Manning/Loan Syndication
                                   Services
                                   Reference: TEXAS UTILITIES COMPANY
                                              TEXAS UTILITIES ELECTRIC
                                              COMPANY
                                              ENSERCH CORPORATION

                                   TO YOU:   Wire Fed Funds to:

                                   NAME:
                                   ABA #
                                   For Credit To:
                                   Attention:
                                   Reference:

          Other:


          If buyer is purchasing Letter of Credit facility as part of this
          participation/syndication, please provide the information below:

          L/C contact name:

          Street Address:

          City, State, Zip:

          Phone #:

          Telefax #:

                                   Wire Fed Funds to:

                         NAME:
                         ABA #
                         For Credit To:
                         Attention:
                         Reference:

          <PAGE>


                                                                        B-5



                      PLEASE COMPLETE THE FOLLOWING INFORMATION
                            FOR COMPETITIVE AUCTIONS ONLY




                                   PRIMARY CONTACT
                                 COMPETITIVE AUCTIONS


          Bank Name:

          Address:

          Primary Contact:

          Department:

          Telephone Number:

          Telefax Number:


                                  ALTERNATE CONTACT
                                 COMPETITIVE AUCTIONS


          Alternate Contact:

          Department:

          Telephone Number:

          Telefax Number:

          <PAGE>


                                                                        B-6


                      PLEASE COMPLETE THE FOLLOWING INFORMATION
                            FOR COMPETITIVE AUCTIONS ONLY




                                   PRIMARY CONTACT
                                 COMPETITIVE AUCTIONS


          Bank Name:

          Address:

          Primary Contact:

          Department:

          Telephone Number:

          Telefax Number:


                                  ALTERNATE CONTACT
                                 COMPETITIVE AUCTIONS


          Alternate Contact:

          Department:

          Telephone Number:

          Telefax Number:


          <PAGE>

                                                                  EXHIBIT C


                                      [FORM OF]

                              ASSIGNMENT AND ACCEPTANCE

                                                     Dated: __________, ___

               Reference is made to the 364-Day Amended and Restated
          Competitive Advance and Revolving Credit Facility Agreement,
          dated as of May 28, 1998, as amended and restated as of February
          26, 1999 (as amended, modified, extended or restated from time to
          time, the "AGREEMENT"), among Texas Utilities Company, Texas
          Utilities Electric Company, Enserch Corporation (collectively,
          the "BORROWERS"), the lenders listed in Schedule 2.01 thereto
          (the "LENDERS"), Chase Bank of Texas, National Association, as
          Administrative Agent and The Chase Manhattan Bank, as Competitive
          Advance Facility Agent for the Lenders.  Terms defined in the
          Agreement are used herein with the same meanings.

               1.  The Assignor hereby sells and assigns, without recourse,
          to the Assignee, and the Assignee hereby purchases and assumes,
          without recourse, from the Assignor, effective as of the
          [Effective Date of Assignment set forth below], the interests set
          forth on the reverse hereof (the "ASSIGNED INTEREST") in the
          Assignor's rights and obligations under the Agreement, including,
          without limitation, the interests set forth on the reverse hereof
          in the Commitment of the Assignor on the [Effective Date of
          Assignment] and the Competitive Loans and Standby Loans owing to
          the Assignor which are outstanding on the [Effective Date of
          Assignment], together with unpaid interest accrued on the
          assigned Loans to the [Effective Date of Assignment] and the
          amount, if any, set forth on the reverse hereof of the Fees
          accrued to the [Effective Date of Assignment] for the account of
          the Assignor.  Each of the Assignor and the Assignee hereby makes
          and agrees to be bound by all the representations, warranties and
          agreements set forth in Section 8.04 of the Agreement, a copy of
          which has been received by each such party.  From and after the
          [Effective Date of Assignment], (i) the Assignee shall be a party
          to and be bound by the provisions of the Agreement and, to the
          extent of the interests assigned by this Assignment and
          Acceptance, have the rights and obligations of a Lender
          thereunder and (ii) the Assignor shall, to the extent of the
          interests assigned by this Assignment and Acceptance, relinquish
          its rights and be released from its obligations under the
          Agreement.

               2.  This Assignment and Acceptance is being delivered to the
          Administrative Agent together with (i) if the Assignee is
          organized under the laws of a jurisdiction outside the United
          States, the forms specified in Section 2.17(g) of the Agreement,
          duly completed and executed by such Assignee, (ii) if the
          Assignee is not already a Lender under the Agreement, an
          Administrative Questionnaire in the form of Exhibit B to the
          Agreement and (iii) a processing and recordation fee of $3,000.

          <PAGE>

                                                                        C-2


               3.  This Assignment and Acceptance shall be governed by and
          construed in accordance with the laws of the State of New York.

          Date of Assignment:



          Legal Name of Assignor:



          Legal Name of Assignee:


          Assignee's Address for Notices:



          Effective Date of Assignment
          (may not be fewer than 5 Business
          Days after the Date of Assignment
          unless otherwise agreed by the
          Administrative Agent):


          <PAGE>


                                                                        C-3

                                                    Percentage Assigned of
                                                     Facility/Commitment
                                                   (set forth, to at least
                               Principal Amount        8 decimals, as a
                                   Assigned           percentage of the
                               (and identifying        Facility and the
                                 information        aggregate Commitments
                               as to individual         of all Lenders
               Facility       Competitive Loans)          thereunder
             ------------     -------------------    --------------------

          Commitment              $____________           __________%

          Standby Loans:          $____________           __________%

          Competitive Loans:      $____________           __________%

          Fees Assigned (if any)  $____________           __________%


          <PAGE>
                                                                        C-4


          The terms set forth and on the          Accepted:
          reverse side hereof are hereby          TEXAS UTILITIES COMPANY
          agreed to:


                                     as           By:
          --------------------------,                ----------------------
          Assignor                                   Name:
                                                     Title:

          By:                        as
             -----------------------,
             Name:                                TEXAS UTILITIES ELECTRIC
             Title:                               COMPANY

                                      as
          --------------------------,
          Assignee                                By:
                                                     ----------------------
                                                     Name:
          By:                        as              Title:
             -----------------------,
             Name:
             Title:                               ENSERCH CORPORATION


                                                  By:
                                                     ---------------------
                                                     Name:
                                                     Title:


                                                  CHASE BANK OF TEXAS,
                                                  NATIONAL ASSOCIATION,
                                                  as Administrative Agent


                                                  By:
                                                     ---------------------
                                                     Name:
                                                     Title:


                                                  THE CHASE MANHATTAN BANK,
                                                  as CAF Agent


                                                  By:
                                                     ---------------------
                                                     Name:
                                                     Title:


          <PAGE>

                                                                EXHIBIT D-1




                                   [LETTERHEAD OF]

                               THELEN REID & PRIEST LLP


                                                         [RESTATEMENT DATE]


          To the Lenders on
          Schedule 2.01 of the
          Credit Agreement referred to below
          and from time to time party to such Credit Agreement

          Ladies and Gentlemen:

               We advise you that we have acted as counsel to
          Texas Utilities Company, a Texas Corporation ("TUC"),
          Texas Utilities Electric Company, a Texas corporation
          ("TU ELECTRIC"), and ENSERCH Corporation, a Texas corporation
          ("ENSERCH"), in connection with the 364-Day Competitive Advance
          and Revolving Credit Facility Agreement, dated as of May 28,
          1998, as amended and restated as of February 26, 1999 (as so
          amended and restated, the "CREDIT AGREEMENT"), among TUC,
          TU Electric, ENSERCH, Chase Bank of Texas, National Association,
          as Administrative Agent, The Chase Manhattan Bank, as Competitive
          Advance Facility Agent, and the banks listed on Schedule 2.01
          thereof and their successors and assigns (the "LENDERS"), and
          have participated in the preparation of or have examined and are
          familiar with (a) the current financial statements and reports
          filed by TUC, TU Electric and ENSERCH with the Securities and
          Exchange Commission pursuant to the Securities Exchange Act of
          1934, as amended, (b) the Credit Agreement, (c) the articles of
          incorporation and by-laws of TUC, TU Electric and ENSERCH and
          (d) such other records and documents as we have deemed necessary
          for the purposes of this opinion.

               As to those matters stated herein to be "to our knowledge"
          or "known to us", such examination has been limited to
          discussions with and certificates from officers of TUC,
          TU Electric and ENSERCH and we have not conducted any independent
          investigation or verification or taken any action beyond such
          discussions and certificates, nor made any search of the records
          of any Governmental Authority with respect to such matters.

               Capitalized terms used in this opinion and not defined
          herein shall have the respective meanings assigned thereto in the
          Credit Agreement.  This opinion is delivered to you pursuant to
          Section 4.01(c) of the Credit Agreement.

               We are members of the New York Bar and do not hold ourselves
          out as experts on the laws of any jurisdiction other than the
          State of New York and the federal laws of the United States. As
          to all matters of Texas law (including incorporation of TUC,

          <PAGE>

                                                                    D-1-2

          TU Electric and ENSERCH, titles to properties, franchises,
          licenses and permits) we have, with your consent, relied upon an
          opinion of even date herewith delivered to you by Worsham,
          Forsythe & Wooldridge, L.L.P., general counsel for TUC,
          TU Electric and ENSERCH.  While we represent TUC, TU Electric and
          ENSERCH on a regular basis, our engagement has been limited to
          specific matters as to which we were consulted.  We have no
          direct knowledge of the day-to-day affairs of TUC, TU Electric or
          ENSERCH and have not reviewed generally their business affairs.
          Accordingly, we are relying upon representations of TUC,
          TU Electric and ENSERCH contained in the Credit Agreement, in
          certificates furnished pursuant thereto, and in certificates
          furnished to us by officers of TUC, TU Electric and ENSERCH.

               For purposes of the opinions expressed below, we have
          assumed (i) the authenticity of all documents submitted to us as
          originals, (ii) the conformity to the originals of all documents
          submitted to us as certified or photostatic copies and the
          authenticity of the originals of such copies, (iii) the
          genuineness of all signatures other than on behalf of TUC,
          TU Electric and ENSERCH, (iv) the legal capacity of natural
          persons, (v) the power, corporate or otherwise, of all parties
          other than TUC, TU Electric and ENSERCH to enter into and to
          perform all of their obligations under such documents, and (vi)
          the due authorization, execution and delivery of all documents by
          all parties other than TUC, TU Electric and ENSERCH.

               Based on the foregoing, we are of the opinion that:

               1.  Each of TUC, TU Electric and ENSERCH (i) is a
          corporation duly organized, validly existing and in good standing
          under the laws of the State of Texas, (ii) has all requisite
          power and authority to own its property and assets and to carry
          on its business as now conducted, (iii) is qualified to do
          business in every jurisdiction within the United States where
          such qualification is required, except where the failure so to
          qualify would not result in a Material Adverse Change, and (iv)
          has all requisite corporate power and authority to execute,
          deliver and perform its obligations under the Credit Agreement
          and to borrow funds thereunder.

               2.  The execution, delivery and performance by each of TUC,
          TU Electric and ENSERCH of the Credit Agreement and the
          Borrowings by each of them thereunder (collectively, the
          "TRANSACTIONS") (i) have been duly authorized by all requisite
          corporate action and (ii) will not (a) violate (1) any law,
          statute, rule or regulation presently binding on or applicable to
          TUC, TU Electric or ENSERCH, or the articles of incorporation, as
          amended, or by-laws of TUC, TU Electric or ENSERCH, (2) to our
          knowledge, any order of any Governmental Authority presently
          applicable to TUC, TU Electric or ENSERCH or (3) any provision of
          any indenture, agreement or other instrument known to us to which
          TUC, TU Electric or ENSERCH or their respective property is
          bound, (b) be in conflict with, result in a breach of or
          constitute (alone or with notice or lapse of time or both) a
          default under any such indenture, agreement or other instrument
          or (c) except as contemplated by the UK Facility Agreement,
          result in the creation or imposition of any lien upon or with
          respect to any property or assets of TUC, TU Electric or ENSERCH.

          <PAGE>

                                                                      D-1-3

               3.  The Credit Agreement has been duly executed and
          delivered by TUC, TU Electric and ENSERCH and constitutes the
          legal, valid and binding obligation of TUC, TU Electric and
          ENSERCH enforceable against each of them in accordance with its
          terms except as enforceability may be limited by bankruptcy,
          insolvency, reorganization, moratorium or other similar laws
          affecting the enforcement of creditors' rights generally and by
          general equitable principles (regardless of whether such
          enforceability is considered in a proceeding in equity or at
          law).

               4.  No action, consent or approval of, registration or
          filing with, or any other action by, any Governmental Authority
          (including pursuant to the Public Utility Holding Company Act
          of 1935, as amended) is required on the part of TUC, TU Electric
          or ENSERCH in connection with the Transactions, except such as
          have been made or obtained and are in full force and effect.

               5.  (a)  None of TUC, TU Electric nor ENSERCH is an
          "investment company" as defined in, or subject to regulation
          under, the Investment Company Act of 1940, as amended, and (b)
          TUC, TU Electric and ENSERCH and each of their respective
          Subsidiaries are exempt from all provisions of the Public Utility
          Holding Company Act of 1935, as amended, and the rules and
          regulations thereunder, except for Sections 9(a)(2) and 33 of
          such Act and the rules and regulations thereunder, and the
          execution, delivery and performance by each of TUC, TU Electric
          and ENSERCH of the Credit Agreement do not violate any provisions
          of such Act or any rule or regulation thereunder.

               6.  Except as described in the Annual Reports on Form 10-K
          for the year ended December 31, 1997 and the Quarterly Reports on
          Form 10-Q for the quarters ended March 31, 1998, June 30, 1998
          and September 30, 1998, filed by TUC, TU Electric and ENSERCH
          with the Securities and Exchange Commission and as set forth in
          Schedule 3.06 to the Credit Agreements, to our knowledge there is
          no action, suit, or proceeding at law or in equity or by or
          before any Governmental Authority now pending or threatened
          against or affecting TUC, TU Electric or ENSERCH (i) which
          involves the Transactions or (ii) as to which there is a
          reasonable possibility of an adverse determination and which, if
          adversely determined, would, individually or in the aggregate,
          result in a Material Adverse Change.

               7.  To our knowledge, after due inquiry, the proposed use of
          the proceeds of the Loans is in accordance with the Credit
          Agreements and, if so used, will not violate the Margin
          Regulations.

               8.  We believe that a New York court would give effect to
          the provisions of the Credit Agreement that state that they are
          to be construed in accordance with New York law.

               The foregoing opinions are limited to existing laws and we
          undertake no obligation or responsiblity to update or supplement
          this letter in response to subsequent changes in the law or
          future events or circumstances affecting the Transactions.  This
          letter is solely for the benefit of the named addressees and

          <PAGE>

                                                                    D-1-4

          their successors and assigns and may not be quoted in whole or in
          part or otherwise referred to in any document or report and may
          not be furnished to any person without our prior written consent,
          except that Worsham, Forsythe & Wooldridge, L.L.P. may rely
          hereon in connection with their opinion being rendered pursuant
          to Section 4.01(c) of the Credit Agreement.


                                             Very truly yours,


                                             Reid & Priest LLP



          <PAGE>


                                                                EXHIBIT D-2

                                   [LETTERHEAD OF]

                        WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.

                                                         [RESTATEMENT DATE]


          To the Lenders listed on
          Schedule 2.01 of each of the
          Credit Agreements referred to below

          Ladies and Gentlemen:

               We have acted as general counsel for Texas Utilities
          Company, a Texas corporation ("TUC"), Texas Utilities Electric
          Company, a Texas corporation ("TU ELECTRIC") and ENSERCH
          Corporation, a Texas corporation ("ENSERCH"), in connection with
          the execution and delivery of the 364-Day Amended and Restated
          Competitive Advance and Revolving Credit Facility Agreement,
          dated as of May 28, 1998, as amended and restated as of February
          26, 1999 (as so amended and restated, the "CREDIT AGREEMENT"),
          among TUC, TU Electric, ENSERCH, the banks listed on
          Schedule 2.01 thereof (the "LENDERS"), Chase Bank of Texas,
          National Association, as Administrative Agent and The Chase
          Manhattan Bank, as Competitive Advance Facility Agent.

               Capitalized terms used in this opinion and not defined
          herein shall have the respective meanings assigned thereto in the
          Credit Agreement.  This opinion is delivered to you pursuant to
          Section 4.01(c) of the Credit Agreement.

               In connection with this opinion we have examined a
          counterpart of the Credit Agreement executed by TUC, TU Electric
          and ENSERCH and have also made such examination of other
          documents and of certificates of public officials and corporate
          officers of TUC, TU Electric and ENSERCH, and have made such
          other legal and factual examinations and inquiries as we have
          deemed necessary or advisable for the purpose of rendering this
          opinion; but as to those matters stated herein to be "to our
          knowledge" or "known to us" such examination has been limited to
          discussions with and certificates from officers of TUC, TU
          Electric and ENSERCH and we have not conducted any independent
          investigation or verification or taken any action beyond such
          discussions and certificates, nor made any search of the records
          of any Governmental Authority with respect to such matters.

               For purposes of the opinions expressed below, we have
          assumed (i) the authenticity of all documents submitted to us as
          originals, (ii) the conformity to the originals of all documents
          submitted to us as certified or photostatic copies and the
          authenticity of the originals of such copies, (iii) the
          genuineness of all signatures other than on behalf of TUC, TU
          Electric and ENSERCH, (iv) the legal capacity of natural persons,
          (v) the power, corporate or otherwise, of all parties other than

          <PAGE>

                                                                     D-2-2

          TUC, TU Electric and ENSERCH to enter into and to perform all of
          their obligations under such documents, and (vi) the due
          authorization, execution and delivery of all documents by all
          parties other than TUC, TU Electric and ENSERCH.

               Based upon, and subject to, the foregoing and to such
          further limitations and qualifications stated below, we are of
          the opinion that:

               1.  Each of TUC, TU Electric and ENSERCH (i) is a
          corporation duly organized, validly existing and in good standing
          under the laws of the State of Texas, (ii) has all requisite
          power and authority to own its property and assets and to carry
          on its business as now conducted, (iii) is qualified to do
          business in every jurisdiction within the United States where
          such qualification is required, except where the failure so to
          qualify would not result in a Material Adverse Change, and
          (iv) has all requisite corporate power and authority to execute,
          deliver and perform its obligations under the Credit Agreement
          and to borrow funds thereunder.

               2.  The execution, delivery and performance by each of TUC,
          TU Electric and ENSERCH of the Credit Agreement and the
          Borrowings by each of them (collectively, the "TRANSACTIONS")
          (i) have been duly authorized by all requisite corporate action
          and (ii) will not (a) violate (1) any law, statute, rule or
          regulation presently binding on or applicable to TUC, TU Electric
          or ENSERCH, or the respective articles of incorporation, as
          amended, or bylaws of TUC, TU Electric or ENSERCH, (2) to our
          knowledge, any order of any Governmental Authority presently
          applicable to TUC, TU Electric or ENSERCH or (3) any provision of
          any indenture, agreement or other instrument known to us to which
          TUC, TU Electric or ENSERCH is a party or by which TUC, TU
          Electric or ENSERCH or their respective property is bound, (b) be
          in conflict with, result in a breach of or constitute (alone or
          with notice or lapse of time or both) a default under any such
          indenture, agreement or other instrument or (c) result in the
          creation or imposition of any lien upon or with respect to any
          property or assets now owned or hereafter acquired by TUC, TU
          Electric or ENSERCH.

               3.  The Credit Agreement has been duly executed and
          delivered by TUC, TU Electric and ENSERCH and constitutes the
          legal, valid and binding obligation of TUC, TU Electric and
          ENSERCH enforceable against each of them in accordance with its
          terms except as enforceability may be limited by bankruptcy,
          insolvency, reorganization, moratorium or other laws affecting
          the enforcement of creditors' rights generally and by general
          equitable principles (regardless of whether such enforceability
          is considered in a proceeding in equity or at law).

               4.  No action, consent or approval of, registration or
          filing with, or any other action by, any Government Authority
          (including pursuant to the Public Utility Holding Company Act of
          1935, as amended) is required on the part of TUC, TU Electric or
          ENSERCH in connection with the Transactions, except as such as
          have been made or obtained and are in full force and effect.


          <PAGE>


                                                                   D-2-3

               5.  None of TUC, TU Electric nor ENSERCH is an "investment
          company" as defined in, or subject to regulation under, the
          Investment Company Act of 1940, as amended.  TUC, TU Electric and
          ENSERCH and each of their respective Subsidiaries are exempt from
          all provisions of the Public Utility Holding Company Act of 1935,
          as amended, and rules and regulations thereunder, except for
          Sections 9(a)(2) and 33 of such Act and rules and regulations
          thereunder, and the execution, delivery and performance by TUC,
          TU Electric and ENSERCH of the Credit Agreement do not violate
          any provision of such Act or any rule or regulation thereunder.

               6.  Except as described in the Annual Reports on Form 10-K
          for the year ended December 31, 1997 and the Quarterly Reports on
          Form 10-Q for the quarters ended March 31, 1998, June 30, 1998
          and September 30, 1998, filed by TUC, TU Electric and ENSERCH
          with the Securities and Exchange Commission and as set forth in
          Schedule 3.06 to the Credit Agreement, to our knowledge there is
          no action, suit or proceeding at law or in equity or by or before
          any Governmental Authority now pending or threatened against or
          affecting TUC, TU Electric or ENSERCH (i) which involves the
          Transactions or (ii) as to which there is a reasonable
          possibility of an adverse determination and which, if adversely
          determined, would, individually or in the aggregate, result in a
          Material Adverse change.

               7.  To our knowledge, TUC, TU Electric and ENSERCH are not
          in violation of any law, rule or regulation, or in default with
          respect to any judgment, writ, injunction or decree of any
          Governmental Authority, where such violation or default would
          result in a Material Adverse Change.

               8.  To our knowledge, after due inquiry, the proposed use of
          the proceeds of the Loans is in accordance with the Credit
          Agreement, and, if so used, will not violate the Margin
          Regulations.

               9.  A Texas court would give effect to the provisions of the
          Credit Agreement that state that it is to be construed in
          accordance with New York law; provided, however, that we render
          no opinion as to the application of New York law that is contrary
          to a fundamental or public policy of the State of Texas.

               We are members of the State Bar of Texas and do not purport
          to be experts on, nor do we opine as to, the laws of any
          jurisdiction other than the State of Texas and the federal laws
          of the United States.  To the extent that the opinions
          hereinabove set forth involve the laws of the State of New York,
          we have relied upon the opinion of even date herewith delivered
          by you by Thelen Reid & Priest LLP, special counsel to TUC, TU
          Electric and ENSERCH.

               The foregoing opinions are limited to existing laws and we
          undertake no obligation or responsibility to update or supplement
          this letter in response to subsequent changes in the law or
          future events or circumstances affecting the Transactions.  This
          letter is solely for the benefit of the named addressees and may
          not be quoted in whole or in part or otherwise referred to in any

          <PAGE>

                                                                     D-2-4

          document or report and may not be furnished to any person without
          our prior written consent, except that Thelen Reid & Priest LLP
          may rely hereon in connection with their opinion being rendered
          pursuant to Section 4.01(c) of the Credit Agreement.


                                                  Very truly yours,

                                                  WORSHAM, FORSYTHE &
                                                  WOOLDRIDGE, L.L.P.

                                                  By: ___________________
                                                           A Partner



          <PAGE>

                                    SCHEDULE 2.01


                                         Offer Loan        General Loan
          Name                           Commitment         Commitment
          ------                         ----------        -----------

          The Chase Manhattan Bank           0              38,348,488.02
          Chase Bank of Texas                0              38,348,488.02
          Lehman Commercial Paper,           0              74,443,646.74
           Inc.
          The Bank of New York               0              70,000,000.00
          Barclays Bank Plc                  0              70,000,000.00
          Bayerische Landesbank              0              70,000,000.00
          Girozentrale   (Caymen
           Islands Branch)
          Canadian Imperial Bank of          0              70,000,000.00
          Commerce
          Commerzbank AG, Atlanta            0              70,000,000.00
           Agency
          Credit Lyonnais (New York          0              70,000,000.00
           Branch)
          Credit Suisse First Boston         0              70,000,000.00
          Den Danske Bank                    0              70,000,000.00
          Aktieselskab
          Deutsche Bank AG, New York         0              70,000,000.00
           Branch and/or Cayman
           Islands Branch
          First Union National Bank          0              70,000,000.00
           (Charlotte)
          The Royal Bank of Scotland         0              70,000,000.00
           plc
          The Toronto Dominion Bank          0              70,000,000.00
          Westdeutsche Landesbank            0              70,000,000.00
           Girozentrale
          Merrill Lynch Capital              0              67,153,667.57
           Corporation
          First Chicago NBD                  0              52,500,000.00
           Corporation
          Societe Generale                   0              58,023,609.41
          ABN-Amro Bank N.V.                 0              49,335,191.90
          Bank of America National           0              49,335,191.90
           Trust and
           Savings Association
          The Bank of Nova Scotia            0              49,335,191.90
          Banque Nationale De Paris          0              49,335,191.90
          Citibank, N.A.                     0              49,335,191.90
          Industrial Bank of Japan,          0              49,335,191.90
           Limited
          KBC Bank N.V.                      0              49,335,191.90
          Lloyds Bank, plc                   0              49,335,191.90
          Mellon Bank, N.A.                  0              49,335,191.90
          National Australia Bank            0              49,335,191.90
           Limited, A.C.N.
           004044937
          The Sanwa Bank, Limited,           0              49,335,191.90
           New York  Branch
          Fleet National Bank                0              37,718,605.17
          The Sumitomo Bank, Limited         0              37,718,605.17
          DG Bank, Deutsche                  0              28,683,900.00
          Genossenschaftsbank
          National Westminster Plc           0              28,683,900.00
          Arab Banking Corporation           0              25,000,000.00
           (B.S.C.)
          The Bank of Tokyo-                 0              25,000,000.00
           Mitsubishi,Ltd.
          Credit Agricole Indosuez           0              25,000,000.00
          The Dai-Ichi Kangyo Bank,          0              25,000,000.00
           Ltd.
          Guaranty Federal Bank,             0              25,000,000.00
           F.S.B.

          <PAGE>

                                         Offer Loan        General Loan
          Name                           Commitment         Commitment
          ------                         ----------        -----------

          Banca Nazionale del Lavoro         0              15,000,000.00
          The Mitsubishi Trust and           0              15,000,000.00
           Banking Corporation
          The Tokai Bank Limited             0              15,000,000.00
          SGZ Bank                           0               8,400,000.00
          Chang Hwa Commerical Bank,         0               7,289,979.00
           Ltd., New York Branch
                                           -----        ==================
          TOTAL                            $0.00        $2,100,000,000.00

          <PAGE>
                                         Aggregate
          Name                           Commitment
          ------                         ----------

          The Chase Manhattan Bank      38,348,488.02
          Chase Bank of Texas           38,348,488.02
          Lehman Commercial Paper,      74,443,646.74
           Inc.
          The Bank of New York          70,000,000.00
          Barclays Bank Plc             70,000,000.00
          Bayerische Landesbank         70,000,000.00
          Girozentrale   (Caymen
           Islands Branch)
          Canadian Imperial Bank of     70,000,000.00
          Commerce
          Commerzbank AG, Atlanta       70,000,000.00
           Agency
          Credit Lyonnais (New York     70,000,000.00
           Branch)
          Credit Suisse First Boston    70,000,000.00
          Den Danske Bank               70,000,000.00
          Aktieselskab
          Deutsche Bank AG, New York    70,000,000.00
           Branch and/or Cayman
           Islands Branch
          First Union National Bank     70,000,000.00
           (Charlotte)
          The Royal Bank of Scotland    70,000,000.00
           plc
          The Toronto Dominion Bank     70,000,000.00
          Westdeutsche Landesbank       70,000,000.00
           Girozentrale
          Merrill Lynch Capital         67,153,667.57
           Corporation
          First Chicago NBD             52,500,000.00
           Corporation
          Societe Generale              58,023,609.41
          ABN-Amro Bank N.V.            49,335,191.90
          Bank of America National      49,335,191.90
           Trust and
           Savings Association
          The Bank of Nova Scotia       49,335,191.90
          Banque Nationale De Paris     49,335,191.90
          Citibank, N.A.                49,335,191.90
          Industrial Bank of Japan,     49,335,191.90
           Limited
          KBC Bank N.V.                 49,335,191.90
          Lloyds Bank, plc              49,335,191.90
          Mellon Bank, N.A.             49,335,191.90
          National Australia Bank       49,335,191.90
           Limited, A.C.N.
           004044937
          The Sanwa Bank, Limited,      49,335,191.90
           New York  Branch
          Fleet National Bank           37,718,605.17
          The Sumitomo Bank, Limited    37,718,605.17
          DG Bank, Deutsche             28,683,900.00
          Genossenschaftsbank
          National Westminster Plc      28,683,900.00
          Arab Banking Corporation      25,000,000.00
           (B.S.C.)
          The Bank of Tokyo-            25,000,000.00
           Mitsubishi,Ltd.
          Credit Agricole Indosuez      25,000,000.00
          The Dai-Ichi Kangyo Bank,     25,000,000.00
           Ltd.
          Guaranty Federal Bank,        25,000,000.00
           F.S.B.

          <PAGE>

                                          Aggregate
          Name                           Commitment
          ------                         ----------

          Banca Nazionale del Lavoro    15,000,000.00
          The Mitsubishi Trust and      15,000,000.00
           Banking Corporation
          The Tokai Bank Limited        15,000,000.00
          SGZ Bank                       8,400,000.00
          Chang Hwa Commerical Bank,     7,289,979.00
           Ltd., New York Branch      ==================

          TOTAL                     $2,100,000,000.00

          <PAGE>


                                    SCHEDULE 3.06
                               TO THE CREDIT AGREEMENT


                                      Litigation

          None