exh10_a.htm


    Exhibit
      10(a)

    

      
        


            EXECUTION

        


      

      ONCOR
        ELECTRIC DELIVERY COMPANY LLC,

       

      AS
        BORROWER

       

      ______________________

       

      REVOLVING
        CREDIT AGREEMENT

       

      Dated
        as
        of October 10, 2007

       

      ______________________

       

      JPMORGAN
        CHASE BANK, N.A.,

       

      AS
        ADMINISTRATIVE AGENT,

       

      FRONTING
        BANK AND SWINGLINE LENDER

       

      CITIBANK,
        N.A.,

       

      AS
        SYNDICATION AGENT AND FRONTING BANK

       

      CREDIT
        SUISSE, CAYMAN ISLAND BRANCH,

       

      GOLDMAN
        SACHS CREDIT PARTNERS L.P.,

       

      LEHMAN
        COMMERCIAL PAPER INC.,

       

      MORGAN
        STANLEY SENIOR FUNDING, INC.,

       

      AS
        CO-DOCUMENTATION AGENTS

       

      J.P.
        MORGAN SECURITIES INC.,

       

      CITIGROUP
        GLOBAL MARKETS INC.,

       

      CREDIT
        SUISSE SECURITIES (USA) LLC,

       

      GOLDMAN
        SACHS CREDIT PARTNERS L.P.,

       

      LEHMAN
        BROTHERS INC.,

       

      MORGAN
        STANLEY SENIOR FUNDING, INC.,

       

      AS
        JOINT
        LEAD ARRANGERS AND BOOKRUNNERS

       

      
        


         

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          
            	 	 	
                    TABLE
                      OF CONTENTS

                  	
                    Page

                  
	
                    ARTICLE
                      I DEFINITIONS; CONSTRUCTION

                  	
                    1

                  
	 	
                    SECTION
                      1.01.

                  	
                    Defined
                      Terms.

                  	
                    1

                  
	 	
                    SECTION
                      1.02.

                  	
                    Terms
                      Generally.

                  	
                    24

                  
	
                    ARTICLE
                      II THE CREDITS

                  	
                    24

                  
	 	
                    SECTION
                      2.01.

                  	
                    Commitments.

                  	
                    24

                  
	 	
                    SECTION
                      2.02.

                  	
                    Revolving
                      Credit Loans.

                  	
                    25

                  
	 	
                    SECTION
                      2.03.

                  	
                    Borrowing
                      Procedure.

                  	
                    26

                  
	 	
                    SECTION
                      2.04.

                  	
                    Fees.

                  	
                    27

                  
	 	
                    SECTION
                      2.05.

                  	
                    Repayment
                      of Loans; Evidence of Indebtedness.

                  	
                    27

                  
	 	
                    SECTION
                      2.06.

                  	
                    Interest
                      on Loans.

                  	
                    28

                  
	 	
                    SECTION
                      2.07.

                  	
                    Alternate
                      Rate of Interest.

                  	
                    29

                  
	 	
                    SECTION
                      2.08.

                  	
                    Termination
                      and Reduction of Commitments.

                  	
                    29

                  
	 	
                    SECTION
                      2.09.

                  	
                    Prepayment.

                  	
                    30

                  
	 	
                    SECTION
                      2.10.

                  	
                    Reserve
                      Requirements; Change in Circumstances.

                  	
                    30

                  
	 	
                    SECTION
                      2.11.

                  	
                    Change
                      in Legality.

                  	
                    32

                  
	 	
                    SECTION
                      2.12.

                  	
                    Pro
                      Rata Treatment.

                  	
                    33

                  
	 	
                    SECTION
                      2.13.

                  	
                    Sharing
                      of Setoffs.

                  	
                    33

                  
	 	
                    SECTION
                      2.14.

                  	
                    Payments.

                  	
                    34

                  
	 	
                    SECTION
                      2.15.

                  	
                    Taxes.

                  	
                    34

                  
	 	
                    SECTION
                      2.16.

                  	
                    Assignment
                      of Commitments Under Certain Circumstances.

                  	
                    37

                  
	 	
                    SECTION
                      2.17.

                  	
                    Letters
                      of Credit.

                  	
                    38

                  
	 	
                    SECTION
                      2.18.

                  	
                    Swingline
                      Loans.

                  	
                    42

                  
	 	
                    SECTION
                      2.19.

                  	
                    Increase
                      in Commitments.

                  	
                    43

                  
	
                    ARTICLE
                      III REPRESENTATIONS AND WARRANTIES

                  	
                    45

                  
	 	
                    SECTION
                      3.01.

                  	
                    Organization;
                      Powers.

                  	
                    45

                  
	 	
                    SECTION
                      3.02.

                  	
                    Authorization.

                  	
                    45

                  
	 	
                    SECTION
                      3.03.

                  	
                    Enforceability.

                  	
                    45

                  
	 	
                    SECTION
                      3.04.

                  	
                    Governmental
                      Approvals.

                  	
                    45

                  
	 	
                    SECTION
                      3.05.

                  	
                    Financial
                      Statements.

                  	
                    46

                  
	 	
                    SECTION
                      3.06.

                  	
                    Litigation.

                  	
                    46

                  
	 	
                    SECTION
                      3.07.

                  	
                    Federal
                      Reserve Regulations.

                  	
                    46

                  
	 	
                    SECTION
                      3.08.

                  	
                    Investment
                      Company Act.

                  	
                    46

                  
	 	
                    SECTION
                      3.09.

                  	
                    No
                      Material Misstatements.

                  	
                    47

                  
	 	
                    SECTION
                      3.10.

                  	
                    Taxes.

                  	
                    47

                  
	 	
                    SECTION
                      3.11.

                  	
                    Employee
                      Benefit Plans.

                  	
                    47

                  
	 	
                    SECTION
                      3.12.

                  	
                    Significant
                      Subsidiaries.

                  	
                    48

                  
	 	
                    SECTION
                      3.13.

                  	
                    Environmental
                      Matters.

                  	
                    48

                  
	 	
                    SECTION
                      3.14.

                  	
                    Solvency.

                  	
                    48

                  
	 	
                    SECTION
                      3.15.

                  	
                    Properties.

                  	
                    48

                  


          

          



          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          


          


          
            	 	
                    Page

                  
	
                    ARTICLE
                      IV-A   INITIAL EXTENSIONS OF CREDIT

                  	
                    49

                  
	 	
                    SECTION
                      4.01

                  	
                    Credit
                      Documents

                  	
                    49

                  
	 	
                    SECTION
                      4.02.

                  	
                    Legal
                      Opinions

                  	
                    49

                  
	 	
                    SECTION
                      4.03.

                  	
                    Debt
                      Repayments

                  	
                    49

                  
	 	
                    SECTION
                      4.04.

                  	
                    Representations
                      and Warranties

                  	
                    49

                  
	 	
                    SECTION
                      4.05.

                  	
                    Closing
                      Certificates

                  	
                    49

                  
	 	
                    SECTION
                      4.06.

                  	
                    Fees

                  	
                    50

                  
	 	
                    SECTION
                      4.07.

                  	
                    PATRIOT
                      Act

                  	
                    50

                  
	 	
                    SECTION
                      4.08.

                  	
                    Merger

                  	
                    50

                  
	 	
                    SECTION
                      4.09.

                  	
                    Equity
                      Investment

                  	
                    50

                  
	
                    ARTICLE
                      IV-B   CONDITIONS FOR ALL EXTENSIONS OF
                      CREDIT

                  	
                    51

                  
	
                    ARTICLE
                      V COVENANTS

                  	
                    51

                  
	 	
                    SECTION
                      5.01.

                  	
                    Existence.

                  	
                    51

                  
	 	
                    SECTION
                      5.02.

                  	
                    Compliance
                      With Laws; Business and Properties.

                  	
                    52

                  
	 	
                    SECTION
                      5.03.

                  	
                    Financial
                      Statements, Reports, Etc.

                  	
                    52

                  
	 	
                    SECTION
                      5.04.

                  	
                    Insurance.

                  	
                    53

                  
	 	
                    SECTION
                      5.05.

                  	
                    Taxes,
                      Etc.

                  	
                    54

                  
	 	
                    SECTION
                      5.06.

                  	
                    Maintaining
                      Records; Access to Properties and Inspections.

                  	
                    54

                  
	 	
                    SECTION
                      5.07.

                  	
                    ERISA.

                  	
                    54

                  
	 	
                    SECTION
                      5.08.

                  	
                    Use
                      of Proceeds.

                  	
                    54

                  
	 	
                    SECTION
                      5.09.

                  	
                    Consolidations,
                      Mergers, Sales and Acquisitions of Assets and Investments in
                      Subsidiaries.

                  	
                    54

                  
	 	
                    SECTION
                      5.10.

                  	
                    Limitations
                      on Liens.

                  	
                    55

                  
	 	
                    SECTION
                      5.11.

                  	
                    Reserved.

                  	
                    57

                  
	 	
                    SECTION
                      5.12.

                  	
                    Debt
                      to Total Capitalization Ratio.

                  	
                    57

                  
	 	
                    SECTION
                      5.13.

                  	
                    Reserved.

                  	
                    57

                  
	 	
                    SECTION
                      5.14.

                  	
                    Reserved.

                  	
                    57

                  
	 	
                    SECTION
                      5.15.

                  	
                    Reserved.

                  	
                    57

                  
	 	
                    SECTION
                      5.16.

                  	
                    Further
                      Assurances

                  	
                    57

                  
	 	
                    SECTION
                      5.17.

                  	
                    Post-Closing
                      Matters.

                  	
                    58

                  
	
                    ARTICLE
                      VI EVENTS OF DEFAULT

                  	
                    58

                  
	
                    ARTICLE
                      VII THE AGENT

                  	
                    62

                  
	
                    ARTICLE
                      VIII MISCELLANEOUS

                  	
                    65

                  
	 	
                    SECTION
                      8.01.

                  	
                    Notices.

                  	
                    65

                  
	 	
                    SECTION
                      8.02.

                  	
                    Survival
                      of Agreement.

                  	
                    65

                  
	 	
                    SECTION
                      8.03.

                  	
                    Binding
                      Effect.

                  	
                    66

                  
	 	
                    SECTION
                      8.04.

                  	
                    Successors
                      and Assigns.

                  	
                    66

                  
	 	
                    SECTION
                      8.05.

                  	
                    Expenses;
                      Indemnity.

                  	
                    69

                  
	 	
                    SECTION
                      8.06.

                  	
                    Right
                      of Setoff.

                  	
                    71

                  


          

          



          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          


          


          
            	 	 	 	
                    Page

                  
	 	
                    SECTION
                      8.07.

                  	
                    Applicable
                      Law.

                  	
                    71

                  
	 	
                    SECTION
                      8.08.

                  	
                    Waivers;
                      Amendment and Releases.

                  	
                    71

                  
	 	
                    SECTION
                      8.09.

                  	
                    Resignation
                      of Swingline Lender.

                  	
                    73

                  
	 	
                    SECTION
                      8.10.

                  	
                    Entire
                      Agreement.

                  	
                    74

                  
	 	
                    SECTION
                      8.11.

                  	
                    Severability.

                  	
                    74

                  
	 	
                    SECTION
                      8.12.

                  	
                    Counterparts.

                  	
                    74

                  
	 	
                    SECTION
                      8.13.

                  	
                    Headings.

                  	
                    74

                  
	 	
                    SECTION
                      8.14.

                  	
                    Interest
                      Rate Limitation.

                  	
                    74

                  
	 	
                    SECTION
                      8.15.

                  	
                    Jurisdiction;
                      Venue.

                  	
                    75

                  
	 	
                    SECTION
                      8.16.

                  	
                    Confidentiality.

                  	
                    76

                  
	 	
                    SECTION
                      8.17.

                  	
                    Electronic
                      Communications.

                  	
                    76

                  
	 	
                    SECTION
                      8.18.

                  	
                    Acknowledgements.

                  	
                    78

                  
	 	
                    SECTION
                      8.19.

                  	
                    WAIVERS
                      OF JURY TRIAL.

                  	
                    79

                  
	 	
                    SECTION
                      8.20.

                  	
                    USA
                      PATRIOT Act.

                  	
                    79

                  
	 	
                    SECTION
                      8.21.

                  	
                    Separateness
                      of the Borrower from Parent and its Subsidiaries.

                  	
                    79

                  


          

          



          
            
              
              

            

            
              iii

              
                

              

            

            
              
              

            

          


          


          EXHIBITS,
            SCHEDULES AND ANNEXES

          


          
            	
                    Exhibit
                      A

                  	
                    Form
                      of Assignment and Acceptance

                  
	
                    Exhibit
                      B

                  	
                    Form
                      of Borrowing Request

                  
	
                    Exhibit
                      C-1

                  	
                    Form
                      of Request for Issuance by JPMorgan Chase Bank

                  
	
                    Exhibit
                      C-2

                  	
                    Form
                      of Request for Issuance by Citibank

                  
	
                    Exhibit
                      D

                  	
                    Form
                      of Prepayment Notice

                  
	
                    Exhibit
                      E

                  	
                    Form
                      of Non-U.S. Lender Certification

                  
	 	 
	
                    Schedule
                      2.01

                  	
                    Commitments

                  
	
                    Schedule
                      2.17(i)

                  	
                    LC
                      Fronting Bank Commitments

                  
	
                    Schedule
                      5.10

                  	
                    Existing
                      Liens

                  
	
                    Schedule
                      5.17

                  	
                    Post-Closing
                      Matters

                  


          

          




      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      



      REVOLVING
        CREDIT AGREEMENT (this “Agreement”), dated as of
        October 10, 2007, among Oncor Electric Delivery Company LLC, a Delaware
        limited liability company (the “Borrower”), the
        lenders listed in Schedule 2.01 (together with their successors and assigns,
        the
“Lenders”), JPMorgan Chase Bank, N.A.
        (“JPMorgan Chase”), as administrative agent for the
        Lenders (in such capacity, the “Agent”), Citibank,
        N.A. (“Citibank”), as syndication agent (in such
        capacity, the “Syndication Agent”), Credit Suisse,
        Cayman Island Branch (“CS”), Goldman Sachs Credit
        Partners L.P. (“GSCP”), Lehman Commercial Paper Inc.
        (the “Lehman Lender”), Morgan Stanley Senior Funding,
        Inc. (“MSSF”, together with CS, GSCP and the Lehman
        Lender, collectively, the “Co-Documentation Agents”),
        J.P. Morgan Securities Inc. (“JPMSI”), Citigroup
        Global Markets Inc. (“Citigroup”), Credit Suisse
        Securities (USA) LLC (“CS Securities”), GSCP, Lehman
        Brothers Inc. (“Lehman”) and MSSF (collectively, the
“Joint Lead Arrangers and Bookrunners”), JP Morgan
        Chase, as swingline lender (in such capacity, the “Swingline
        Lender”) and JP Morgan Chase and Citibank as fronting banks for
        letters of credit issued hereunder (each a “Fronting
        Bank”).

       

      WITNESSETH:

       

      WHEREAS,
        the Borrower has requested that the Lenders and the Fronting Banks provide
        the
        revolving credit, letter of credit and swingline facilities hereinafter
        described in the amounts and on the terms and conditions set forth herein;
        and

       

      WHEREAS,
        the Lenders and the Fronting Banks have agreed to provide such facilities
        on the
        terms and conditions set forth herein, and JPMorgan Chase has agreed to act
        as
        Agent on behalf of the Lenders and the Fronting Banks on such terms and
        conditions.

       

      NOW,
        THEREFORE, the parties hereto agree as follows:

       

      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 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 2.03, 2.07
        or
        2.11(a)(ii)) to a loan bearing interest at a rate determined by reference
        to the
        Alternate Base Rate and in any event shall include all Swingline
        Loans.

       

      “Additional
        Lender” shall have the meaning assigned to such term in Section
        2.19(a).

       

      “Administrative
        Fees” shall have the meaning assigned to such term in Section
        2.04(d).

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      “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.

       

      “Agent”
        shall have the meaning given such term in the preamble hereto.

       

      “Agent
        Party” and “Agent Parties” shall have
        the meaning given such term in Section 8.17(e).

       

      “Agreement”
        shall have the meaning given such term in the preamble hereto.

       

      “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 greater of (i)
        the
        Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (ii)
        the
        Prime Rate in effect on such day.  For purposes hereof,
“Prime Rate” shall mean the rate of interest per annum
        publicly announced from time to time by JPMorgan 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;
        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 JPMorgan Chase, of the quotations for the day of such transactions
        received by JPMorgan Chase from three Federal funds brokers of recognized
        standing selected by it.  If for any reason JPMorgan Chase shall have
        determined (which determination shall be conclusive absent manifest error;
        provided that JPMorgan Chase shall, upon request, provide to the
        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 JPMorgan Chase to obtain sufficient
        quotations in accordance with the terms thereof, the Alternate Base Rate
        shall
        be determined without regard to clause (i) 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
        Law” shall mean, as to any Person, any law (including common law),
        statute, regulation, ordinance, rule, order, decree, judgment, consent decree,
        writ, injunction, settlement agreement or governmental requirement enacted,
        promulgated or imposed or entered into or agreed by any Governmental Authority
        (including the PUCT and ERCOT), in each case applicable to or binding on
        such
        Person or any of its property or assets or to which such Person or any of
        its
        property or assets is subject.  Applicable Law shall also include
        commitments, undertakings and stipulations set forth in the Joint Report
        and
        Application of Oncor Electric Delivery Company and Texas Energy Future Holdings
        Limited Partnership Pursuant to Public Utility Regulatory Act 14.101 before
        the
        PUCT, to the extent such commitments, undertakings and stipulations are embodied
        in a final order issued by the PUCT.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “Applicable
        Margin” shall mean, at any time and for any Type of Loan, the
        percentage per annum set forth below corresponding to such Type of Loan in
        the
        column under the Applicable Rating Level at such time.  At any time an
        Event of Default specified in Article VI(b) has occurred and is continuing,
        the
        Applicable Margins set forth below shall be increased for each Applicable
        Rating
        Level by 2.00% with respect to overdue principal.  At any time an
        Event of Default specified in Article VI(c) has occurred and is continuing,
        the
        Applicable Margin with respect to any such overdue amounts will be the rate
        applicable to ABR Loans plus 2.00% per annum.

       

      
        	
                Applicable
                  Rating

              	 	 	 	 	 
	
                Level

              	
                
                  1

                

              	
                
                  2

                

              	
                
                  3

                

              	
                
                  4

                

              	
                
                  5

                

              
	
                Percentage
                  Per Annum

              	 	 	 	 	 
	
                Eurodollar
                  Loan

              	
                0.275%

              	
                0.350%

              	
                0.425%

              	
                0.575%

              	
                0.800%

              
	
                ABR
                  Loan

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              


      

      


      “Applicable
        Rating Level” shall mean, at any time, the level set forth below
        in the row next to the then applicable Debt Ratings.  If there is a
        difference of one level in the Debt Ratings, then the higher Debt Rating
        shall
        be used for purposes of determining the Applicable Rating Level, and if there
        is
        a difference of more than one level in the Debt Ratings, then the Debt Rating
        one level higher than the lower Debt Rating will be used for purposes of
        determining the Applicable Rating Level.  Any change in the Applicable
        Rating Level shall be effective on the date on which the applicable rating
        agency announces any change in the applicable Debt Rating.

       

      
        	
                
                  S&P
                    Debt Rating

                  Moody’s
                    Debt Rating

                

              	
                
                  Applicable

                  Rating
                    Level

                

              
	
                A-
                  or better

                A3
                  or better

              	
                1

              
	
                BBB+

                Baal

              	
                2

              
	
                BBB

                Baa2

              	
                3

              
	
                BBB-

                Baa3

              	
                4

              
	
                Below
                  BBB-*

                Below
                  Baa3*

              	
                5

              


      

      *
        or
        unrated

      “Assignment
        and Acceptance” shall mean an assignment and acceptance entered
        into by a Lender and an assignee in the form of Exhibit A.

       

      “Available
        Commitment” shall mean, for each Lender, the excess of such
        Lender’s Commitment over such Lender’s Outstanding Credits.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      “Available
        Commitments” shall refer to the aggregate of the Lenders’
Available Commitments.

       

      “Authorized
        Officer” shall mean the President, the Chief Executive Officer,
        the Chief Financial Officer, the Chief Operating Officer, the Treasurer,
        the
        Assistant Treasurer, with respect to certain limited liability companies
        or
        partnerships that do not have officers, any manager, managing member or general
        partner thereof, any other senior officer of the Borrower designated as such
        in
        writing to the Agent by the Borrower and, with respect to any document delivered
        on the Closing Date, the Secretary or the Assistant Secretary of the
        Borrower.  Any document delivered hereunder that is signed by an
        Authorized Officer shall be conclusively presumed to have been authorized
        by all
        necessary corporate, limited liability company, partnership and/or other
        action
        on the part of the Borrower and such Authorized Officer shall be conclusively
        presumed to have acted on behalf of the Borrower.

       

      “Bankruptcy
        Code” shall have the meaning given to such term in Section
        2.13.

       

      “Board”
        shall mean the Board of Governors of the Federal Reserve System of the United
        States.

       

      “Borrower”
        shall have the meaning given such term in the preamble hereto.

       

      “Borrower
        Information" shall have the meaning given to such term in Section
        3.05(b).

       

      “Borrower
        Payments” shall have the meaning given to such term in Section
        2.15(a).

       

      “Borrowing”
        shall mean (a) the incurrence of a Swingline Loan from the Swingline Lender
        on a given date and (b) a group of Loans of a single Type made by the
        Lenders on a single date and as to which a single Interest Period is in
        effect.

       

      “Borrowing
        Request” shall mean a request made pursuant to Section 2.03 in the
        form of Exhibit B.

       

      “Business
        Day” shall mean any day (other than a day that is a Saturday,
        Sunday or legal holiday in the State of New York) on which banks are open
        for
        business in New York City; 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.

       

      “Capitalization”  shall
        mean the total of all the following items appearing on, or included in, the
        Borrower’s unconsolidated balance sheet: (i) liabilities for Indebtedness
        maturing more than 12 months from the date of determination, and (ii) common
        stock, common stock expense, accumulated other comprehensive income or loss,
        preferred stock, preference stock, premium on common stock and retained earnings
        (however the foregoing may be designated), less, to the extent not otherwise
        deducted, the cost of shares of the Borrower's capital stock held in the
        Borrower’s treasury, if any.  Capitalization shall be determined in
        accordance with GAAP and practices applicable to the type of business in
        which
        the Borrower is engaged, and may be deter-


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      mined
        as
        of the date not more than 60 days prior to the happening of the event for
        which
        the determination is being made.

      


      “Cash
        Collateral Account” shall have the meaning assigned to such term
        in Article VI.

       

      “Cash
        Management Agreement” shall mean any agreement or arrangement to
        provide Cash Management Services.

       

      “Cash
        Management Bank” shall mean any person that either (x) at the time
        it enters into a Cash Management Agreement or provides Cash Management Services
        or (y) with respect to Cash Management Agreements entered into prior to the
        Closing Date, on the Closing Date, is a Lender or an Affiliate of a Lender,
        in
        its capacity as a party to such Cash Management Agreement or a provider of
        such
        Cash Management Services.

       

      “Cash
        Management Obligations” shall mean obligations owed by the
        Borrower or any other Subsidiary of Holdings to any Cash Management Bank
        in
        connection with, or in respect of, any Cash Management Services or under
        any
        Cash Management Agreement.

       

      “Cash
        Management Services” shall mean treasury, depository, overdraft,
        credit or debit card, purchase card, electronic funds transfer (including
        automated clearing house fund transfer services) and other cash management
        services.

       

       “Change
        in Control” shall mean and be deemed to have occurred if any
        person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the
        Exchange Act), other than the Permitted Holders, shall at any time have acquired
        direct or indirect beneficial ownership of a percentage of the voting power
        of
        the outstanding Voting Shares of the Borrower that exceeds 35% thereof, unless
        the Permitted Holders have, at such time, the right or the ability by voting
        power, contract or otherwise to elect or designate for election at least
        a
        majority of the board of directors of the Parent.

       

      “Closing
        Date” shall mean October 10, 2007.

       

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

       

      “Collateral”
        shall mean all property pledged, mortgaged or purported to be pledged or
        mortgaged pursuant to the Security Documents.

       

      “Collateral
        Agent” shall mean JPMorgan Chase Bank, N.A., as collateral agent
        under the Security Documents, or any successor collateral agent.

       

      “Commission”
        shall mean the Public Utility Commission of the State of Texas.

       

      “Commitment”
        shall mean, with respect to any Lender, the commitment of such Lender in
        an
        amount set forth in Schedule 2.01 hereto to make Revolving Credit Loans and
        in
        the case of the Swingline Lenders, Swingline Loans, and to purchase
        participations in Letters of Credit and Swingline Loans as such Commitment
        may
        be permanently terminated or reduced from time

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      to
        time
        pursuant to Section 2.08 or modified from time to time pursuant to Section
        8.04.  The Commitment of each Lender shall automatically and
        permanently terminate on the Commitment Termination Date if not terminated
        earlier pursuant to the terms hereof.

       

      “Commitment
        Termination Date” shall mean October 10, 2013.

       

      “Consolidated
        Senior Debt” shall mean the Senior Debt (other than the Qualified
        Transition Bonds) of the Borrower and its Consolidated Subsidiaries determined
        on a consolidated basis.

       

      “Consolidated
        Shareholders’ Equity” shall mean the sum (without duplication) of
        (i) total common stock or common members’ interest plus (ii) preferred and
        preference stock or preferred members’ interest not subject to mandatory
        redemption, each (in the case of clauses (i) and (ii)) determined with respect
        to the Borrower and its Consolidated Subsidiaries on a consolidated basis,
        plus
        (iii) Equity-Credit Preferred Securities in an aggregate liquidation preference
        amount not in excess of $1,000,000,000; provided, however,
        that in computing Consolidated Shareholders’ Equity at any time, the following
        shall be added to the extent that the following decreased total common members’
interest:  any cash and non-cash charges, in an amount of up to
        $750,000,000 (calculated on an aggregate basis throughout the term of this
        Agreement), as a result of (x) rulings by federal or state regulatory bodies
        having jurisdiction over the Borrower or its Consolidated Subsidiaries, (y)
        the
        early retirement, repurchase or termination of debt or other securities or
        financing arrangements, including premiums, relating to liability management
        activities and (z) initiatives implemented pursuant to Parent’s performance
        improvement program, as described by Parent in Spring 2004, including, but
        not
        limited to, severance costs, plant or mine closings, asset dispositions,
        restructuring charges and transaction costs.

       

      “Consolidated
        Subsidiary” of any person shall mean at any date any Subsidiary or
        other entity the accounts of which would be consolidated with those of such
        person in such person’s consolidated financial statements as of such
        date.

       

      “Consolidated
        Total Capitalization” shall mean the sum of (i) Consolidated
        Shareholders’ Equity and (ii) Consolidated Senior Debt.

       

      “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 the Borrower, are treated as a single
        employer under Section 414(b) or 414(c) of the Code.

       

      “Credit
        Documents” shall mean this Agreement, the Security Documents, each
        Letter of Credit and any promissory notes issued by the Borrower
        hereunder.

       

      “Debt
        Ratings” shall mean the ratings (whether explicit or implied)
        assigned by S&P and Moody’s to the senior secured non-credit enhanced long
        term debt of the Borrower.

       

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

       

      “dollars”
        or “$” shall mean lawful money of the United States
        of
        America.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      “Equity
        Contribution” shall mean the cash equity contributions made by the
        Sponsors and certain other investors to Newco and/or a direct or indirect
        parent
        thereof in exchange for Stock or Stock Equivalents (which cash will be
        contributed to Newco in exchange for common Stock of Newco) in an aggregate
        amount equal to, when combined with the fair market value of the equity of
        management and existing shareholders of Parent rolled over or invested in
        connection with the Transactions, at least 15% of the total sources (including
        the Existing Notes, but excluding Qualified Transition Bonds) required to
        consummate the Merger, to redeem, refinance or repay certain existing
        indebtedness or repurchase receivables of Parent and its Subsidiaries, including
        the Repaid Indebtedness (the “Refinancing”), and to
        pay fees, premiums and expenses incurred in connection with the
        Transactions.

       

      “Equity-Credit
        Preferred Securities” shall mean securities, however denominated,
        (i) issued by the Borrower or a Consolidated Subsidiary of the Borrower,
        (ii)
        that are not subject to mandatory redemption or the underlying securities,
        if
        any, of which are not subject to mandatory redemption, (iii) that are perpetual
        or mature no less than 30 years from the date of issuance, (iv) the
        indebtedness issued in connection with which, including any guaranty, is
        subordinate in right of payment to the unsecured and unsubordinated indebtedness
        of the issuer of such indebtedness or guaranty, and (v) the terms of which
        permit the deferral of the payment of interest or distributions thereon to
        a
        date occurring after the Commitment Termination Date.

       

      “ERCOT”
        shall mean the Electric Reliability Council of Texas or any other entity
        succeeding thereto.

       

      “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 Borrower or any Subsidiary is a
        member.

       

      “ERISA
        Event” shall mean (i) any Reportable Event; (ii) 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 the Borrower or any of its
        ERISA
        Affiliates from any Plan or Multiemployer Plan; (iii) the receipt by the
        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; (iv) the receipt by the 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; and (v) the occurrence of a nonexempt
        “prohibited transaction” as defined in Section 4975(c) of the Code or Section
        406 of ERISA with respect to which the Borrower or any of its Subsidiaries
        is
        liable.

       

      “Eurodollar
        Borrowing” shall mean a Borrowing comprised of Eurodollar
        Loans.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “Eurodollar
        Loan” shall mean any Revolving Credit 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
        Notes” shall mean:

       

      
        	
                 

              	
                ·

              	
                $700,000,000
                  aggregate principal amount of the Borrower 6.375% Fixed Senior
                  Notes due
                  2012;

              


      

       

      
        	
                 

              	
                ·

              	
                $500,000,000
                  aggregate principal amount of the Borrower 7.000% Fixed Senior
                  Notes due
                  2032;

              


      

       

      
        	
                 

              	
                ·

              	
                $500,000,000
                  aggregate principal amount of the Borrower 6.375% Fixed Senior
                  Notes due
                  2015;

              


      

       

      
        	
                 

              	
                ·

              	
                $350,000,000
                  aggregate principal amount of the Borrower 7.250% Fixed Senior
                  Notes due
                  2033; and

              


      

       

      
        	
                 

              	
                ·

              	
                $800,000,000
                  aggregate principal amount of the Borrower 7.000% Fixed Debentures
                  due
                  2022.

              


      

       

      “Extension
        of Credit” shall mean (i) the making of a Revolving Credit
        Loan, (ii) the issuance of a Letter of Credit or the amendment of any
        Letter of Credit having the effect of extending the stated termination date
        thereof or increasing the maximum amount available to be drawn thereunder
        or
        (iii) the making of a Swingline Loan.

       

      “Facility
        Fee” shall have the meaning assigned to such term in Section
        2.04(a).

       

      “Facility
        Fee Percentage” shall mean, at any time, the percentage per annum
        set forth below in the column under the Applicable Rating Level of the Borrower
        with the lower Applicable Rating Level at such time.

       

      
        	
                Applicable
                  Rating

              	 	 	 	 	 
	
                Level

              	
                
                  1

                

              	
                
                  2

                

              	
                
                  3

                

              	
                
                  4

                

              	
                
                  5

                

              
	
                Percentage
                  Per Annum

              	 	 	 	 	 
	
                Facility
                  Fee

              	
                0.100%

              	
                0.125%

              	
                0.150%

              	
                0.175%

              	
                0.200%

              


      

      


      “Federal
        Funds Effective Rate” shall have the meaning set forth in the
        definition of “Alternate Base Rate”.

       

      “Fees”
        shall mean the Facility Fee, the Utilization Fee, the Administrative Fees,
        the
        Fronting Fee, the LC Fee and any other fees provided for in the Letter
        Agreements.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “Financial
        Officer” of any corporation or limited liability company 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 or limited liability
        company.

       

      “Fronting
        Banks” shall mean (i) JPMorgan Chase and Citibank and (ii) any
        Affiliate of any person listed in clause (i) and any other Lender or Affiliate
        of any Lender, in each case, having a long-term credit rating acceptable
        to the
        Borrower (and, in the case of any such Affiliate, being otherwise reasonably
        acceptable to the Borrower) that delivers an instrument in form and substance
        satisfactory to the Borrower and the Agent whereby such other Lender or
        Affiliate agrees to act as a “Fronting Bank” hereunder and states the amount of
        its LC Fronting Bank Commitment.

       

      “Fronting
        Fee” shall have the meaning assigned to such term in Section
        2.04(e).

       

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

       

      “Governmental
        Authority” shall mean any Federal, state, local or foreign court
        or governmental agency, authority, instrumentality or regulatory
        body.

       

      “Hedge
        Bank” shall mean any person (other than the Borrower or any other
        Subsidiary of the Borrower) that with respect to any other Hedging Agreement,
        either (x) at the time it enters into a Secured Hedging Agreement or
        (y)  with respect to any Secured Hedging Agreement that is in effect on the
        Closing Date, on the Closing Date, is a Lender or an Affiliate of a Lender,
        in
        its capacity as a party to a Secured Hedging Agreement.

       

      “Hedging
        Agreements” shall mean (a) any and all rate swap
        transactions, basis swaps, credit derivative transactions, forward rate
        transactions, equity or equity index swaps or options, bond or bond price
        or
        bond index swaps or options or forward bond or forward bond price or forward
        bond index transactions, interest rate options, forward foreign exchange
        transactions, cap transactions, floor transactions, collar transactions,
        currency swap transactions, cross-currency rate swap transactions, currency
        options, spot contracts, or any other similar transactions or any combination
        of
        any of the foregoing (including any options to enter into any of the foregoing),
        whether or not any such transaction is governed by or subject to any master
        agreement and (b) any and all transactions of any kind, and the related
        confirmations, which are subject to the terms and conditions of, or governed
        by,
        any form of master agreement published by the International Swaps and
        Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement or any other master agreement (any such master agreement, together
        with any related schedules, a
“Master Agreement”),
        including any such obligations or liabilities under any Master
        Agreement.

       

      “Hedging
        Obligations” shall mean, with respect to any person, the
        obligations of such person under Hedging Agreements.

       

      “Holdings”
        shall mean Oncor Electric Delivery Holdings Company LLC.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “Improvements”
        shall have the meaning assigned to such term in the applicable
        Mortgage.

       

      “Increase
        Effective Date” shall have the meaning assigned to such term in
        Section 2.19(a).

       

      “Increase
        Joinder” shall have the meaning assigned to
        such term in Section 2.19(c).

       

      “Incremental
        Commitment Increase” shall have the meaning assigned to such term
        in Section 2.19(a).

       

      “Indebtedness”
        of any Person shall mean (without duplication) all indebtedness of such Person
        (i) for borrowed money or evidenced by bonds, indentures, notes or other
        similar
        instruments, (ii) to pay the deferred purchase price of property or services
        that in accordance with GAAP would be included as a liability on the balance
        sheet of such Person, (iii) as lessee for the principal component of all
        leases
        that are recorded as capital leases, (iv) under reimbursement agreements
        or
        similar agreements with respect to the issuance of letters of credit (other
        than
        obligations in respect of letters of credit opened to provide for the payment
        of
        goods or services purchased in the ordinary course of business), (v) in respect
        of Indebtedness of others secured by a Lien on any asset of such Person (with
        the Indebtedness of such person described in this clause (v) deemed to be
        equal
        to the lesser of (a) the aggregate unpaid amount of such Indebtedness and
        (b)
        the fair market value of the property encumbered thereby as determined by
        such
        Person in good faith), (vi) all net payment obligations of such person in
        respect of interest rate swap agreements, currency swap agreements and other
        similar agreements designed to hedge against fluctuations in interest rates
        or
        foreign exchange rates and (vii) under direct or indirect guaranties in respect
        of, and to purchase or otherwise acquire, or otherwise to assure a creditor
        against loss in respect of, liabilities, obligations or indebtedness of others
        of the kinds referred to in clauses (i) through (vi) above (provided that
        this
        clause (vii) shall not include endorsements of instruments for deposit or
        collection in the ordinary course of business or customary and reasonable
        indemnity obligations in effect on the Closing Date or entered into in
        connection with any acquisition or disposition of assets permitted under
        this
        Agreement (other than such obligations with respect to Indebtedness));
provided, however, that for all purposes, the following shall
        be excluded from the definition of “Indebtedness”:  (A) Qualified
        Transition Bonds (including interest rate swaps entered into by any Qualified
        Transition Bond Issuer of the Borrower in connection with Qualified Transition
        Bonds issued by such Qualified Transition Bond Issuer), (B) amounts payable
        from
        the Borrower to an Affiliate in connection with nuclear decommissioning costs,
        retail clawback or other regulatory transition issues and (C) any Indebtedness
        defeased by such person or by any Subsidiary of such person.

       

      “Interest
        Payment Date” shall mean, with respect to any Loan (including any
        Swingline 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, 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 such Loan or conversion of such Revolving Credit Loan to
        a
        Revolving Credit Loan of a different Type.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      “Interest
        Period” shall mean (i) 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 (or, if agreed to by all
        Lenders
        hereunder, 9 or 12) months (or, if agreed to by all Lenders hereunder, a
        period
        shorter than 1 month) thereafter; provided that, in the case of any
        Eurodollar Borrowing made during the 30-day period ending on the Commitment
        Termination Date, such period may end on the seventh or fourteenth day
        thereafter, as the Borrower may elect and (ii) as to any ABR Borrowing, the
        period commencing on the date of such Borrowing and ending on the earliest
        of
        (A) the next succeeding March 31, June 30, September 30 or December 31, (B)
        the
        Commitment Termination Date, and (C) the date such Borrowing is repaid or
        prepaid in accordance with Section 2.05, Section 2.08(b) or Section 2.09;
        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 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.

       

      “KKR”
        shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR
        Associates, L.P.

       

      “LC
        Fee” shall have the meaning assigned to such term in Section
        2.04(e).

       

      “LC
        Fronting Bank Commitment” shall mean, with respect to any Fronting
        Bank, the aggregate stated amount of all Letters of Credit that such Fronting
        Bank agrees to issue, as modified from time to time pursuant to agreement
        among
        such Fronting Bank, the Borrower and the Agent.  With respect to each
        person that is a Fronting Bank on the date hereof, such Fronting Bank’s LC
        Fronting Bank Commitment shall equal such Fronting Bank’s “LC Fronting Bank
        Commitment” listed on Schedule 2.17(i) (as modified from time to time in
        a written agreement between such LC Fronting Bank and the Borrower) and,
        with
        respect to any person that becomes a Fronting Bank after the date hereof,
        such
        person’s LC Fronting Bank Commitment shall equal the amount agreed upon between
        the Borrower and such person at the time such person becomes a Fronting
        Bank.

       

      “LC
        Outstandings” shall mean, on any date of determination, the sum of
        (i) the undrawn stated amounts of all Letters of Credit that are outstanding
        on
        such date and (ii) the aggregate principal amount of all unpaid reimbursement
        obligations of the Borrower on such date with respect to payments made by
        the
        Fronting Banks under Letters of Credit (excluding reimbursement obligations
        that
        have been repaid with the proceeds of any Loan).  A Lender’s “LC
        Outstandings” shall mean such Lender’s participation interest in undrawn Letters
        of Credit and its Percentage of all unpaid reimbursement obligations in respect
        of the Letters of Credit.

       

      “LC
        Payment Notice” shall have the meaning assigned to such term in
        Section 2.17(d).

       

      “Leases”
        shall mean any and all leases, subleases, tenancies, options, concession
        agreements, rental agreements, occupancy agreements, franchise agreements,
        access agreements and any other agreements (including all amendments,
        extensions, replacements, renewals, modifica-

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      tions
        and/or guarantees thereof), whether or not of record and whether now in
        existence or hereafter entered into, affecting the use or occupancy of all
        or
        any portion of any Real Property.

       

      “Lenders”
        shall have the meaning given such term in the preamble hereto.  Unless
        the context clearly indicates otherwise, the term “Lenders” shall include the
        Swingline Lender.

       

      “Letter
        Agreements” shall mean (i) the Amended and Restated Commitment
        Letter, dated July 20, 2007, as amended, among Newco, Citigroup, CS, CS
        Securities, GSCP, JPMorgan Chase, JPMSI, the Lehman Lender, Lehman Brothers
        Holdings, Inc., Lehman Brothers Commercial Bank, Lehman and MSSF and (ii)
        the
        Amended and Restated Fee Letter, dated July 20, 2007, among Newco, Citigroup,
        CS, CS Securities, GSCP, JPMorgan Chase, JPMSI, the Lehman Lender, Lehman
        Brothers Holdings, Inc., Lehman Brothers Commercial Bank, Lehman and MSSF,
        each
        as amended, modified or supplemented from time to time.

       

      “Letter
        of Credit” shall mean a letter of credit that is issued by a
        Fronting Bank pursuant to a Request for Issuance, as such letter of credit
        may
        from time to time be amended, modified or extended in accordance with the
        terms
        of this Agreement.

       

      “LIBO
        Rate” shall mean, for any Interest Period with respect to a
        Eurodollar Borrowing, the rate per annum equal to the British Bankers
        Association LIBOR Rate (“BBA LIBOR”), as published by
        Reuters (or other commercially available source providing quotations of BBA
        LIBOR as designated by the Agent from time to time) at approximately
        11:00 a.m., London time, two Business Days prior to the commencement of
        such Interest Period, for deposits in dollars (for delivery on the first
        day of
        such Interest Period) with a term equivalent to such Interest
        Period.  If such rate is not available at such time for any reason,
        then the “LIBO Rate” for such Interest Period shall be a rate per annum as may
        be agreed upon by the Borrower and the Agent to be a rate at which deposits
        in
        dollars for delivery on the first day of such Interest Period in same day
        funds
        in the approximate amount of the Eurodollar Borrowing being made, continued
        or
        converted by the Agent and with a term equivalent to such Interest Period
        would
        be offered by the Agent’s London Branch to major banks in the applicable London
        interbank Eurodollar market at their request at approximately 11:00 a.m.
        (London time) two Business Days prior to the commencement of such Interest
        Period.

       

      “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.

       

      “Loan”
        shall mean a Revolving Credit Loan or a Swingline Loan.

       

      “Management
        Investors” shall mean the directors, management, officers and
        employees of the Parent and its Subsidiaries who are or become investors
        in
        Texas Energy Future Holdings Limited Partnership, any of its direct or indirect
        parent entities or in the Parent at any time prior to the first anniversary
        of
        Closing Date.

       

      “Mandatory
        Borrowing” shall have the meaning provided in Section
        2.18(d).

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Margin
        Regulations” shall mean Regulations 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 any circumstances or conditions
        affecting the business, assets, operations, properties or financial condition
        of
        the Borrower and its Subsidiaries, taken as a whole, that would, individually
        or
        in the aggregate, materially adversely affect (a) the ability of the
        Borrower to perform its payment obligations under this Agreement or any of
        the
        other Credit Documents or (b) the rights and remedies of the Agent or the
        Collateral Agent and the Lenders and Fronting Banks under this Agreement
        or any
        of the other Credit Documents.

       

      “Merger”
        shall mean the consummation of the transaction whereby Newco is merged with
        and
        into Parent in accordance with the terms of the Purchase Agreement.

       

      “Minimum
        Equity Amount” shall mean the cash equity contributions by the
        Sponsors to Parent and/or a direct or indirect parent thereof in exchange
        for
        Stock and Stock Equivalents in an aggregate amount equal to, when combined
        with
        the fair market value of the Stock and Stock Equivalents of management and
        existing shareholders of the Parent rolled over or invested in connection
        with
        the Transactions, at least 15% of the total sources (including the Existing
        Notes, but excluding Qualified Transition Bonds) required to consummate the
        Merger.

       

      “Moody’s”
        shall mean Moody’s Investors Service, Inc.

       

      “Mortgage”
        shall mean a mortgage or a deed of trust, deed to secure debt, trust deed
        or
        other security document entered into by the owner of a Mortgaged Property
        and
        the Collateral Agent for the benefit of the Secured Parties in respect of
        the
        Mortgaged Property, in such form as agreed between the Borrower and the
        Collateral Agent.

       

      “Mortgaged
        Property” shall mean (a) the Borrower’s electric transmission and
        distribution properties and (b) each Real Property with respect to which
        a
        Mortgage is required to be granted pursuant to Section 5.16(b).

       

      “Multiemployer
        Plan” shall mean a multiemployer plan as defined in Section
        4001(a)(3) of ERISA to which any of the Borrower, any Subsidiary or any ERISA
        Affiliate is making, or accruing an obligation to make, contributions or
        with
        respect to which the Borrower, any Subsidiary or any ERISA Affiliate could
        incur
        liability under Title IV of ERISA.

       

      “Net
        Tangible Assets” shall mean the amount shown as total assets on
        the Borrower’s unconsolidated balance sheet, less (i) intangible assets
        including, but without limitation, such items as goodwill, trademarks, trade
        names, patents, unamortized debt discount and expense and other regulatory
        assets carried as an asset on the Borrower's unconsolidated balance sheet,
        (ii)
        appropriate adjustments, if any, on account of minority
        interests.  Net Tangible Assets shall be determined in accordance with
        GAAP and practices applicable to the type of business in which the Borrower
        is
        engaged.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


       

      “Newco”
        shall mean Texas Energy Future Merger Sub Corp., a Texas
        corporation.

       

      “New
        Lending Office” has the meaning provided in Section
        2.15(g).

       

      “Non-U.S.
        Agent” has the meaning provided in Section 2.15(g).

       

      “Non-U.S.
        Lender” has the meaning provided in Section 2.15(g).

       

      “Obligations”
        shall mean all advances to, and debts, liabilities, obligations, covenants
        and
        duties of, the Borrower arising under any Credit Document or otherwise with
        respect to any Loan or Letter of Credit or under any Secured Cash Management
        Agreement or Secured Hedging Agreement, in each case, entered into with the
        Borrower or any other Subsidiary of the Borrower, whether direct or indirect
        (including those acquired by assumption), absolute or contingent, due or
        to
        become due, now existing or hereafter arising and including interest and
        fees
        that accrue after the commencement by or against the Borrower of any proceeding
        under any bankruptcy or insolvency law naming such Person as the debtor in
        such
        proceeding, regardless of whether such interest and fees are allowed claims
        in
        such proceeding.  Without limiting the generality of the foregoing,
        the Obligations of the Borrower under the Credit Documents (and any of its
        Subsidiaries to the extent they have obligations under the Credit Documents)
        include the obligation to pay principal, interest, charges, expenses, fees,
        attorney costs, indemnities and other amounts payable by the Borrower under
        any
        Credit Document.

       

      “Organizational
        Documents” shall mean, with respect to any person, (i) in the
        case of any corporation, the certificate of incorporation and by-laws (or
        similar documents) of such person, (ii) in the case of any limited
        liability company, the certificate of formation and operating agreement (or
        similar documents) of such person, (iii) in the case of any limited
        partnership, the certificate of formation and limited partnership agreement
        (or
        similar documents) of such person, (iv) in the case of any general
        partnership, the partnership agreement (or similar document) of such person
        and
        (v) in any other case, the functional equivalent of the
        foregoing.

       

      “Other
        Taxes” shall have the meaning provided in Section
        2.15(b).

       

      “Outstanding
        Credits” of any Lender shall mean, on any date of determination,
        an amount equal to (i) the aggregate principal amount of all outstanding
        Revolving Credit Loans made by such Lender plus (ii) such Lender’s
        LC Outstandings on such date plus (iii) such Lender’s Swingline
        Outstandings on such date.

       

      “Parent”
        shall mean TXU Corp., a Texas corporation, and its successors.

       

      “Parent
        Senior Documents” shall mean either (a) (i) the indenture to be
        entered into in connection with the refinancing of the $4,500,000,000 aggregate
        principal amount of senior unsecured interim loans or the exchange of such
        interim loans, among the Parent, the guarantors and a trustee, pursuant to
        which
        senior unsecured exchange notes due 2017 shall be issued and (ii) the other
        credit documents referred to therein or (b) (i) the senior unsecured interim
        loan agreement, dated as of the date hereof by and among the Parent, the
        lenders
        from time to time parties thereto, MSSF, as administrative agent, GSCP, as
        syndication agent, and GSCP, MSSF,

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      Citigroup,
        CS Securities, JPMSI, and Lehman, as joint lead arrangers and bookrunners
        and
        (ii) the other credit documents referred to therein.

       

      “Participant
        Register” shall have the meaning given such term in Section
        8.04(f).

       

      “Participating
        Receivables Grantor” shall mean the Borrower or any Subsidiary
        that is or that becomes a participant or originator in a Permitted Receivables
        Financing.

       

      “Patriot
        Act” shall have the meaning given such term in Section
        8.20.

       

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

       

      “Percentage”
        shall mean, for any Lender on any date of determination, the percentage obtained
        by dividing such Lender’s Commitment on such date by the Total Commitment on
        such date.

       

      “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 that 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

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      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,
        licenses, restrictions, exceptions or reservations in any property and/or
        rights
        of way of such person for the purpose of roads, pipe lines, substations,
        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 of such person, 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.

       

       “Permitted
        Holders” shall mean each of (a) the Sponsors and (b) the
        Management Investors.

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      “Permitted
        Receivables Financing” shall mean any of one or more receivables
        financing programs as amended, supplemented, modified, extended, renewed,
        restated or refunded from time to time, the obligations of which are limited
        recourse (except for representations, warranties, covenants and indemnities
        made
        in connection with such facilities) to the Borrower and its Subsidiaries
        (other
        than a Receivables Entity) providing for the sale, conveyance, or contribution
        to capital of Receivables Facility Assets by Participating Receivables Grantors
        in transactions purporting to be sales of Receivables Facility Assets to
        either
        (a) a Person that is not a Subsidiary or (b) a Receivables Entity that in
        turn
        funds such purchase by the direct or indirect sale, transfer, conveyance,
        pledge, or grant of participation or other interest in such Receivables Facility
        Assets to a Person that is not a Subsidiary.

       

      “Permitted
        Sale Leaseback” shall mean any Sale Leaseback existing on the
        Closing Date or consummated by the Borrower or any Subsidiary after the Closing
        Date; provided that any such Sale Leaseback consummated after the Closing
        Date not between the Borrower and one of its Subsidiaries is consummated
        for
        fair value as determined at the time of consummation in good faith by (i)
        the
        Borrower or such Subsidiary and (ii) in the case of any Sale Leaseback (or
        series of related Sales Leasebacks) the aggregate proceeds of which exceed
        $100,000,000, the board of directors of the Borrower or such Subsidiary (which
        such determination may take into account any retained interest or other
        Investment of the Borrower or such Subsidiary in connection with, and any
        other
        material economic terms of, such Sale Leaseback).

       

      “Person”
        or “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 the Borrower or any ERISA Affiliate.

       

      “Platform”
        shall have the meaning given such term in Section 8.17(d).

       

      “Post-Increase
        Revolving Lenders” shall have the meaning assigned such term in
        Section 2.19(d).

       

      “Pre-Increase
        Revolving Lenders” shall have the meaning
        assigned such term in Section 2.19(d).

       

      “Prepayment
        Notice” shall have the meaning assigned such term in Section
        2.09(a).

       

      “Pro
        Forma Basis” shall mean on a basis in accordance with GAAP and
        Regulation S-X and otherwise reasonably satisfactory to the Agent.

       

      “PUCT”
        shall mean the Public Utility Commission of Texas or any successor.

       

      “Purchase
        Agreement” shall mean the agreement and plan of merger, dated as
        of February 25, 2007, with respect to the Merger (together with all exhibits
        and
        schedules thereto).

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      “Qualified
        Transition Bond Issuer” shall mean, with respect to the Borrower,
        (i) Oncor Electric Delivery Transition Bond Company LLC, (ii) the Borrower,
        (iii) a Subsidiary of the Borrower formed and operating solely for the purpose
        of (A) purchasing and owning transition property created under a “financing
        order” (as such term is defined in the Texas Utilities Code) issued by the
        Commission, (B) issuing such securities pursuant to such order, (C) pledging
        its
        interests in such transition property to secure such securities and (D) engaging
        in activities ancillary to those described in (A), (B) and (C) or (iv) any
        directly or indirectly held Subsidiary of the Borrower formed and operating
        for
        purposes that include owning Oncor Electric Delivery Transition Bond Company
        LLC.

       

      “Qualified
        Transition Bonds” of the Borrower shall mean securities, however
        denominated, that are (i) issued by a Qualified Transition Bond Issuer of
        the
        Borrower, (ii) secured by or otherwise payable from transition charges
        authorized pursuant to the financing order referred to in clause (iii) (A)
        of
        the definition of “Qualified Transition Bond Issuer”, and (iii) non-recourse to
        the Borrower or any of its Consolidated Subsidiaries (other than the issuer
        of
        such securities).

       

      “Real
        Property” shall mean, collectively, all right, title and interest
        (including any leasehold, mineral interests, reserves, land positions, and
        any
        other estate) in and to any and all parcels of or interests in real property
        owned, leased or operated by any person, whether by lease, license or other
        means, together with, in each case, all easements, hereditaments and
        appurtenances relating thereto, all improvements and appurtenant fixtures
        and
        equipment, all general intangibles contract rights, as extracted collateral
        and
        other property and rights incidental to the ownership, lease or operation
        thereof.

       

      “Receivables
        Entity” shall mean any Person formed solely for the purpose of (i)
        facilitating or entering into one or more Permitted Receivables Financings,
        and
        (ii) in each case, engaging in activities reasonably related or incidental
        thereto.

       

      “Receivables
        Facility Assets” shall mean presently existing and hereafter
        arising or originated Accounts, Payment Intangibles and Chattel Paper (as
        each
        such term is defined in the UCC) owed or payable to any Participating
        Receivables Grantor, and to the extent related to or supporting any Accounts,
        Chattel Paper or Payment Intangibles, or constituting a receivable, all General
        Intangibles and other forms of obligations and receivables owed or payable
        to
        any Participating Receivables Grantor, including the right to payment of
        any
        interest, finance charges, late payment fees or other charges with respect
        thereto (the foregoing, collectively, being “receivables”), all of such
        Participating Receivables Grantor’s rights as an unpaid vendor (including rights
        in any goods the sale of which gave rise to any receivables), all security
        interests or liens and property subject to such security interests or liens
        from
        time to time purporting to secure payment of any receivables or other items
        described in this definition, all guarantees, letters of credit, security
        agreements, insurance and other agreements or arrangements from time to time
        supporting or securing payment of any receivables or other items described
        in
        this definition, all customer deposits with respect thereto, all rights under
        any contracts giving rise to or evidencing any receivables or other items
        described in this definition, and all documents, books, records and information
        (including computer programs, tapes, disks, data processing software and
        related
        property and rights) relating to any receivables or other items described
        in
        this definition or to any obligor with respect thereto, and all proceeds
        of the
        foregoing.

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      “Refinancing”
        shall have the meaning given such term in the definition of “Equity
        Contribution.”

       

      “Register”
        shall have the meaning given such term in Section 8.04(d).

       

      “Related
        Parties” shall mean, with respect to any specified Person, such
        Person’s Affiliates and the directors, officers, employees, agents, trustees and
        advisors of such Person and any Person that possesses, directly or indirectly,
        the power to direct or cause the direction of the management or policies
        of such
        Person, whether through the ability to exercise voting power, by contract
        or
        otherwise.

       

      “Repaid
        Indebtedness” shall mean:

       

      
        	
                 

              	
                ·

              	
                $800,000,000
                  aggregate principal amount of the Borrower’s 5.735% Floating Senior Notes
                  due September 16, 2008;

              


      

       

      
        	
                 

              	
                ·

              	
                All
                  amounts due and owing by the Borrower pursuant to the Revolving
                  Credit
                  Agreement, dated as of August 12, 2005, by and among TXU Energy
                  Company
                  LLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Calyon New York
                  Branch,
                  Deutsche Bank AG New York Branch, Wachovia Bank, National Association,
                  and
                  Citigroup;

              


      

       

      
        	
                 

              	
                ·

              	
                All
                  amounts due and owing by the Borrower pursuant to the Amended and
                  Restated
                  Revolving Credit Agreement, dated as of March 31, 2005, among TXU
                  Energy
                  Company LLC, the Borrower, the lenders parties thereto, JPMorgan
                  Chase
                  Bank, N.A., Citibank, N.A., Wachovia Bank, National Association,
                  Bank of
                  America N.A. and Calyon New York
                  Branch;

              


      

       

      
        	
                 

              	
                ·

              	
                All
                  borrowings by the Borrower in connection with the money pool, consisting
                  of one or more bank accounts of TXU Business Services Company or
                  the
                  Parent used to (i) deposit or cause to be deposited for the Borrower’s
                  account cash into such accounts and (ii) make or cause to be made
                  for the
                  Borrower’s account payments to certain of its vendors and employees;
                  and

              


      

       

      
        	
                 

              	
                ·

              	
                All
                  amounts due and owing by the Borrower in connection with the termination
                  of it participation in an accounts receivable program evidenced
                  by the
                  Eighth Omnibus Amendment Agreement by and among TXU Receivables
                  Company,
                  TXU Business Services Company, Citicorp North America, Inc., ABN
                  AMRO Bank
                  N.V., JPMorgan Chase Bank, N.A., Calyon, TXU Energy Retail Company
                  LLC,
                  TXU SESCO Energy Services Company, and the
                  Parent.

              


      

       

      “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).

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      “Request
        for Issuance” shall mean a request for issuance of a Letter of
        Credit pursuant to Section 2.17(a), in a form substantially similar to
Exhibit C-1, if JPMorgan Chase is the applicable Fronting Bank,
C-2, if Citibank is the applicable Fronting Bank, and, in the
        case of any
        other Fronting Bank, the form that is customary for such Fronting
        Bank.

       

      “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 the first paragraph of Article VI,
        or
        (ii) if the Total Commitment has been terminated, Lenders with Outstanding
        Credits in excess of 50% of the aggregate amount of Outstanding
        Credits.

       

      “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.

       

      “Revolving
        Credit Loan” shall mean Loan made pursuant to Section 2.02,
        whether made as a Eurodollar Loan or as an ABR Loan.

       

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

       

      “Sale
        Leaseback” shall mean any transaction or series of related
        transactions pursuant to which the Borrower or one of its Subsidiaries (a)
        sells, transfers or otherwise disposes of any property, real or personal,
        whether now owned or hereafter acquired, and (b) as part of such transaction,
        thereafter rents or leases such property or other property that it intends
        to
        use for substantially the same purpose or purposes as the property being
        sold,
        transferred or disposed.

       

      “SEC”
        shall mean the Securities and Exchange Commission.

       

      “Secured
        Cash Management Agreement” shall mean any agreement relating to
        Cash Management Services that is entered into by and between the Borrower
        or any
        other Subsidiary of the Borrower and any Cash Management Bank.

       

      “Secured
        Hedging Agreement” shall mean any Hedging Agreement that is
        entered into by and between the Borrower or any other Subsidiary of the Borrower
        and any Hedge Bank.

       

      “Secured
        Parties” shall mean the Agent, the Collateral Agent, the Fronting
        Banks, each Lender, each Hedge Bank that is party to any Secured Hedging
        Agreement, each Cash Management Bank that is party to a Secured Cash Management
        Agreement and each of the holders of the Existing Notes and the trustee under
        the indentures for the Existing Notes.

       

      “Securities
        Act” shall mean the Securities Act of 1933.

       

      “Securitization”
        shall mean a public or private offering by a Lender or any of its Affiliates
        or
        their respective successors and assigns of securities or notes which represent
        an interest in, or which are collateralized, in whole or in part, by the
        Loans
        and the Lender’s rights under the Credit Documents.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      “Security
        Documents” shall mean, collectively, (a) the Mortgages and
        (b) each other instrument or document executed and delivered pursuant to
        Section 5.16 or pursuant to any other such Security Documents or otherwise
        to secure or perfect the security interest in any or all of the
        Obligations.

       

      “Senior
        Debt” of any person shall mean (without duplication) (i) all
        Indebtedness of such person described in clauses (i) through (iii) of the
        definition of “Indebtedness,” (ii) all Indebtedness of such person described in
        clause (iv) of the definition of “Indebtedness” in respect of unreimbursed
        drawings under letters of credit described in such clause (iv), and (iii)
        all
        direct or indirect guaranties of such person in respect of, and to purchase
        or
        otherwise acquire, or otherwise to assure a creditor against loss in respect
        of,
        liabilities, obligations or indebtedness of others of the kinds referred
        to in
        clauses (i) and (ii) above; provided, however, that in
        calculating “Senior Debt” of the Borrower, any amount of Equity Credit-Preferred
        Securities not included in the definition of “Consolidated Shareholders Equity”
shall be included.

       

      “Senior
        Secured Facilities” shall mean (i) (a) the initial term loan
        facility of $16,450,000,000 in aggregate principal amount to be borrowed
        by
        TCEH, (b) a delayed draw term loan facility of up to $4,100,000,000 in aggregate
        principal amount to be made available to TCEH, (c) a deposit line of credit
        loan
        facility of $1,250,000,000 in aggregate principal amount, (d) a revolving
        credit
        facility of up to $2,700,000,000 in aggregate principal amount and (e) an
        extension of credit to TCEH in the form of a posting facility, the aggregate
        principal amount of which is capped by the terms of the agreement, in each
        case
        dated the date hereof by and among Energy Future Competitive Holdings Company
        and TCEH, the lenders from time to time parties thereto, Citibank, as
        administrative agent, JPMorgan Chase, as syndication agent, and GSCP, MSSF,
        Citigroup, CS Securities, JPMSI, and Lehman, as joint lead arrangers and
        bookrunners and (ii) the other credit documents referred to
        therein.

       

      “Significant
        Disposition” shall mean a sale, lease, disposition or other
        transfer by a person, or any Subsidiary of such person, during any 12-month
        period commencing on or after the date hereof, of assets constituting, either
        individually or in the aggregate with all other assets sold, leased, disposed
        or
        otherwise transferred by such person or any Subsidiary thereof during such
        period, 10% or more of the assets of such person and its Subsidiaries taken
        as a
        whole, excluding (i) any such sale, lease, disposition or other transfer
        to a
        Wholly-Owned Subsidiary of such person, (ii) dispositions of accounts receivable
        in connection with the collection or compromise thereof, (iii) any dispositions
        of Receivables Facility Assets in connection with any Permitted Receivables
        Financing, (iv) a sale of a minority interest in the Borrower and (v) (A)
        any
        disposition of any assets required by any Governmental Authority or (B) other
        dispositions (other than dispositions of Collateral) pursuant to Permitted
        Sale
        Leaseback transactions so long as the aggregate consideration for all
        dispositions consummated pursuant to this clause (v) after the Closing Date
        does
        not exceed $500,000,000.

       

      “Significant
        Subsidiary” shall mean, at any time, any Subsidiary of the
        Borrower that as of such time has total assets in excess of 10% of the total
        assets of the Borrower and its Consolidated Subsidiaries.

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      “Solvent”
        shall mean, with respect to any person as of a particular date, that on such
        date such person is able to pay its debts and other liabilities, contingent
        obligations and other commitments as they mature in the normal course of
        business.  In computing the amount of contingent liabilities at any
        time, it is intended that such liabilities will be computed as the amount
        which,
        in light of all the facts and circumstances existing at such time, represents
        the amount that can reasonably be expected to become an actual or matured
        liability.

       

      “Sponsors”
        shall mean any of KKR, TPG, J.P. Morgan Ventures Corporation, Citigroup Global
        Markets Inc., Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co.
        and LB I Group, and each of their respective Affiliates, but excluding portfolio
        companies of any of the foregoing.

       

      “Stated
        Amount” shall mean the maximum amount available to be drawn by a
        beneficiary under a Letter of Credit.

       

      “Stock”
        shall mean shares of capital stock or shares in the capital, as the case
        may be
        (whether denominated as common stock or preferred stock or ordinary shares
        or
        preferred shares, as the case may be), beneficial, partnership or membership
        interests, participations or partnership, limited liability company or
        equivalent entity, whether voting or non-voting.

       

      “Stock
        Equivalents” shall mean all securities convertible into or
        exchangeable for Stock and all warrants, options or other rights to purchase
        or
        subscribe.

       

      “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; provided, however, that
        Qualified Transition Bond Issuers and Subsidiaries of Qualified Transition
        Bond
        Issuers shall not be deemed to be Subsidiaries of the Borrower.

       

      “Substantial”
        shall mean an amount in excess of l0% of the consolidated assets of the Borrower
        and its Consolidated Subsidiaries taken as a whole.

       

      “Swingline
        Commitment” shall mean the commitment of the Swingline Lender to
        make loans pursuant to Section 2.18, as the same may be reduced from time
        to time pursuant to Section 2.07 or Section 2.18.  The
        amount of the Swingline Commitment shall initially be $100,000,000, but shall
        in
        no event exceed the Total Commitment.

       

      “Swingline
        Lender” shall have the meaning provided in the preamble hereto and
        any successor thereto designated in an accordance with 8.09.

       

      “Swingline
        Loan” shall mean any Loan made by the Swingline Lender pursuant to
        Section 2.18.

       

      “Swingline
        Outstandings” shall mean at any time the aggregate principal
        amount at such time of all outstanding Swingline Loans.  The Swingline
        Outstandings of any Lender at any time shall equal its Percentage of the
        aggregate Swingline Outstandings at such time.

       


      
        
          
          

        

        
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      “Swingline
        Termination Date” shall mean the date that is three Business Days
        before the Commitment Termination Date.

       

      “Taxes”
        shall have the meaning provided in Section 2.15(a).

       

      “TCEH”
        shall mean Texas Competitive Electric Holdings Company LLC.

       

      “Texas
        Competitive Electric Holdings Company LLC Senior Documents” shall
        mean (a) (i) the indenture to be entered into in connection with the refinancing
        of the $6,750,000,000 aggregate principal amount of TCEH and Energy Future
        Competitive Holdings Company senior unsecured interim loans made on the Closing
        Date or the exchange thereof, among TCEH, Energy Future Competitive Holdings
        Company, the guarantors and a trustee, pursuant to which senior unsecured
        exchange notes due 2015 and 2016 shall be issued and (ii) the other credit
        documents referred to therein and (b) (i) the senior unsecured interim loan
        agreement, dated as of the date hereof by and among TCEH, Energy Future
        Competitive Holdings Company, the lenders from time to time parties thereto,
        MSSF, as administrative agent, GSCP, as syndication agent, and GSCP., MSSF,
        Citigroup, CS Securities, JPMSI, and Lehman, as joint lead arrangers and
        bookrunners and (ii) the other credit documents referred to
        therein.

       

      “Total
        Commitment” shall mean, at any time, the aggregate amount of
        Commitments of all the Lenders, as in effect at such time (including the
        Incremental Commitment Increase of any Lender that becomes a Post-Increase
        Revolving Lender pursuant to Section 2.19).  The initial amount of the
        Total Commitment is $2,000,000,000.

       

      “TPG”
        shall mean TPG Capital, L.P.

       

      “Transaction”
        shall mean, collectively, the transactions contemplated by Senior Secured
        Facilities, this Agreement, the receivables financing program entered into
        by
        TCEH and certain of its subsidiaries on the Closing Date, the Texas Competitive
        Electric Holdings Company LLC Senior Documents, the Parent Senior Documents,
        the
        Merger and the Equity Contribution, the Refinancing, the payment of fees
        and
        expenses in connection therewith and the consummation of any other transaction
        connected with the foregoing.

       

      “Transferee”
        shall have the meaning provided in Section 2.15(a).

       

      “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 and the Alternate
        Base Rate.

       

      “Utilization
        Amount” means the amount on any day by which the Outstanding
        Credits exceeds 50% of the Total Commitments.  Notwithstanding
        anything to the contrary, the Utilization Amount shall not be less than
        0.

       

      “Utilization
        Fee” shall have the meaning provided in Section
        2.04(b).

      


      “Voting
        Shares” shall mean, as to shares or other equity interests of a
        particular corporation or other type of person, outstanding shares of stock
        or
        other equity interests of any class of

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      such
        corporation or other person entitled to vote in the election of directors
        or
        other comparable managers of such person, excluding shares or other interests
        entitled so to vote only upon the happening of some contingency.

       

      “Wholly
        Owned Subsidiary” of any person shall mean any Consolidated
        Subsidiary of such person 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 such person.

       

      “Withdrawal
        Liability” shall mean liability of the 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 Borrower’s audited
        financial statements referred to in Section 3.05.

      ARTICLE
        II

       

      THE
        CREDITS

       

      
        	
                 

              	
                SECTION
                  2.01.

              	
                Commitments.

              


      

       

      (a)           Subject
        to the terms and conditions and relying upon the representations and warranties
        herein set forth, each Lender and each Fronting Bank (as applicable) agrees,
        severally and not jointly, as follows:  (i) each Lender agrees to make
        Revolving Credit Loans to the Borrower at any time and from time to time
        until
        the Commitment Termination Date up to the amount of such Lender’s Available
        Commitment; (ii) each Fronting Bank agrees to issue Letters of Credit for
        the account of the Borrower at any time and from time to time until the third
        Business Day preceding the Commitment Termination Date in an aggregate stated
        amount at any time outstanding not to exceed such Fronting Bank’s LC Fronting
        Bank Commitment; and (iii) each Lender agrees to purchase participations
        in such
        Letters of Credit as more fully set forth in Section 2.17.

       

      Notwithstanding
        the foregoing, at no time shall (A) the aggregate amount of Outstanding Credits
        exceed the Total Commitment, (B) any Lender’s Outstanding Credits exceed the
        amount

       


      
        
          
          

        

        
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      of
        such
        Lender’s Commitment and (C) any Fronting Bank make any Extension of Credit
        relating to a Letter of Credit if such Extension of Credit would cause (x)
        the
        aggregate amount of Outstanding Credits to exceed the Total Commitment or
        (y)
        the aggregate LC Outstandings relating to such Fronting Bank to exceed such
        Fronting Bank’s LC Fronting Bank Commitment.

       

      (b)           Within
        the foregoing limits, the Borrower may borrow, pay or prepay Revolving Credit
        Loans and request new Extensions of Credit on and after the date hereof and
        prior to the Commitment Termination Date subject to the terms, conditions
        and
        limitations set forth herein.

       

      
        	
                 

              	
                SECTION
                  2.02.

              	
                Revolving
                  Credit Loans.

              


      

       

      (a)           Each
        Revolving Credit Loan shall be made as part of a Borrowing consisting of
        Revolving Credit Loans made by the Lenders ratably in accordance with their
        respective Commitments; provided, however, that the failure of
        any Revolving Credit Lender to make any Revolving Credit 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 Revolving Credit Loan required to be made by such
        other
        Lender).  The Revolving Credit Loans comprising any Borrowing shall be
        in an aggregate principal amount that is an integral multiple of $1,000,000
        and
        not less than $10,000,000 (or an aggregate principal amount equal to the
        remaining balance of the Available Commitments).

       

      (b)           Each
        Borrowing under this Section 2.02 shall be comprised entirely of Eurodollar
        Loans or ABR Loans, as the Borrower may request pursuant to Section
        2.03.  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  Revolving Credit Loan; provided that any exercise of
        such option shall not affect the obligation of the Borrower to repay such
        Revolving Credit 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 subsection (d) below, each Lender shall make each Revolving Credit Loan
        to be
        made by it hereunder on the proposed date thereof by wire transfer of
        immediately available funds to the Agent in New York, New York, not later
        than
        noon, New York City time, and the Agent shall by 2:00 p.m., New York City
        time,
        credit the amounts so received to the account or accounts specified from
        time to
        time in one or more notices delivered by the Borrower to the 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.  Revolving Credit Loans shall be made by the
        Lenders pro rata in accordance with Section 2.12.  Unless the Agent
        shall have received notice from a Lender prior to the date of any Borrowing
        that
        such Lender will not make available to the Agent such Lender’s portion of such
        Borrowing, the Agent may assume that such Lender has made such portion available
        to the Agent on the date of such Borrowing in accordance with this subsection
        (c) and the 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 Agent,
        such
        Lender and the Borrower (without waiving any claim against such Lender for
        such
        Lender’s failure to make such portion available) severally agree to repay to the
        Agent forthwith on demand such corresponding amount together with interest
        thereon, for each day from the date such

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      amount
        is
        made available to the Borrower until the date such amount is repaid to the
        Agent, at (i) in the case of the Borrower, the interest rate applicable at
        the time to the Revolving Credit Loans comprising such Borrowing and (ii)
        in the
        case of such Lender, the Federal Funds Effective Rate.  If such Lender
        shall repay to the Agent such corresponding amount, such amount shall constitute
        such Lender’s Revolving Credit Loan as part of such Borrowing for purposes of
        this Agreement.

       

      (d)           The
        Borrower may refinance all or any part of any Borrowing of Revolving Credit
        Loans with a Borrowing of Revolving Credit Loans of the same or a different
        Type, subject to the conditions and limitations set forth in this
        Agreement.

       

      Any
        Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid
        in accordance with Section 2.05 or 2.09, as applicable, with the proceeds
        of a
        new Borrowing, and the proceeds of the new Borrowing, to the extent they
        do not
        exceed the principal amount of the Borrowing being refinanced, shall not
        be paid
        by the Lenders to the Agent or by the Agent to the Borrower pursuant to
        subsection (c) above.

       

      
        	
                 

              	
                SECTION
                  2.03.

              	
                Borrowing
                  Procedure.

              


      

       

      In
        order
        to request a Borrowing (other than a Swingline Loan or a Mandatory Borrowing),
        the Borrower shall hand deliver or send via facsimile to the Agent a duly
        completed Borrowing Request (i) in the case of a Eurodollar Borrowing, not
        later
        than 11:00 a.m., New York City time, three Business Days before such Borrowing,
        and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New
        York City time, one Business Day before such Borrowing.  Such notice
        shall be irrevocable and shall in each case specify (A) whether the
        Borrowing then being requested is to be a Eurodollar Borrowing or an ABR
        Borrowing, (B) the date of such Borrowing (which shall be a Business Day)
        and
        the amount thereof, (C) if such Borrowing is to be a Eurodollar Borrowing,
        the
        Interest Period with respect thereto, which shall not end after the Commitment
        Termination Date and (D) the location and number of the Borrower’s account
        to which funds are to be disbursed, which shall comply with the requirements
        of
        this Agreement.  If no election as to the Type of Borrowing is
        specified in any such notice, then the requested Borrowing shall be deemed
        an
        ABR Borrowing.  If no Interest Period with respect to any Eurodollar
        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 the
        Borrower shall not have given notice in accordance with this Section of its
        election to refinance a Borrowing prior to the end of the Interest Period
        in
        effect for such Borrowing, then the Borrower shall (unless such Borrowing
        is
        repaid at the end of such Interest Period) be deemed to have given notice
        of an
        election to refinance such Borrowing with an ABR
        Borrowing.  Notwithstanding any other provision of this Agreement to
        the contrary, no Borrowing shall be requested if the Interest Period with
        respect thereto would end after the Commitment Termination Date.  The
        Agent shall promptly advise the Lenders of any notice given pursuant to this
        Section and of each Lender’s portion of the requested Borrowing.

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      SECTION
        2.04.                                           Fees.

       

      (a)           The
        Borrower agrees to pay to each Lender, through the Agent, on each March 31,
        June
        30, September 30 and December 31 (with the first payment being due on
        December 31, 2007) and on each date on which the Commitment of such Lender
        shall be terminated or reduced 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 Commitment of
        such
        Lender (without regard to usage) during the preceding quarter (or other period
        commencing on the date of this Agreement or ending on the Commitment Termination
        Date or any date on which the Commitment of such Lender shall be
        terminated).

       

      (b)           The
        Borrower agrees to pay to each Lender, through the Agent, on each March 31,
        June
        30, September 30 and December 31 (with the first payment being December 31,
        2007) and on each date on which the Commitment of such Lender shall be
        terminated or reduced as provided herein, an utilization fee (a
“Utilization Fee”), at a rate per annum equal to
        0.125% on the average daily Utilization Amount during the preceding quarter
        (or
        other period commencing on the date of this Agreement or ending on the
        Commitment Termination Date or any date on which the Commitment of such Lender
        shall be terminated).

       

      (c)           All
        Facility Fees and Utilization Fees shall be computed on the basis of the
        actual
        number of days elapsed in a year of 360 days.  The Facility Fees and
        Utilization Fees due to each Lender shall commence to accrue on the date
        of this
        Agreement, and shall cease to accrue on the date of termination of such Lender’s
        Commitment, as provided herein.

       

      (d)           The
        Borrower agrees to pay the Agent the fees from time to time payable to it
        in its
        capacity as Agent pursuant to the Letter Agreements (the
“Administrative Fees”).

       

      (e)           The
        Borrower agrees to pay the Agent, for the account of the Fronting Bank that
        issued any Letter of Credit, a fronting fee equal to 0.125% of the stated
        amount
        of such Letter of Credit (a “Fronting Fee”) and such
        other charges with respect to such Letter of Credit as are agreed upon with
        such
        Fronting Bank and as are customary.  The Borrower agrees to pay to the
        Agent for the account of the Lenders a fee (the “LC
        Fee”) on the face amount of each Letter of Credit issued by any
        Fronting Bank, calculated at a rate per annum equal to the Applicable Margin
        for
        Eurodollar Loans (regardless of whether any such Revolving Credit Loans are
        then
        outstanding) less the Fronting Fee.  All Fronting Fees and LC Fees
        shall be computed on the basis of the actual number of days that each such
        Letter of Credit is outstanding, assuming a year of 360 days, payable in
        arrears
        on each March 31, June 30, September 30 and December 31, and on the date
        that
        such Letter of Credit expires or is drawn in full.

       

      (f)           All
        Fees shall be paid on the dates due, in immediately available funds, to the
        Agent for distribution, if and as appropriate, among the
        Lenders.  Once paid, none of the Fees shall be refundable under any
        circumstances.

       

      
        	
                 

              	
                SECTION
                  2.05.

              	
                Repayment
                  of Loans; Evidence of
                  Indebtedness.

              


      

       

      (a)           The
        outstanding principal balance of each (i) Eurodollar Loan shall be due and
        payable on the last day of the Interest Period applicable thereto and on
        the
        Commitment Termi-

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      nation
        Date, (ii) Revolving Credit Loan that is an ABR Loan shall be due and payable
        on
        the Commitment Termination Date and (iii) Swingline Loan shall be due and
        payable on the earlier of the Swingline Termination Date and the first date
        after such Swingline Loan is made that is the 15th or last day of a calendar
        month and is at least two Business Days after such Swingline Loan is
        made.

       

      (b)           Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing the Indebtedness to such Lender resulting from each
        Extension of Credit 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
        Agent shall maintain accounts in which it will record (i) the amount of each
        Extension of Credit made hereunder, the Type of each Loan made and the Interest
        Period applicable thereto, (ii) the amount of any principal or interest due
        and
        payable or to become due and payable from the Borrower to each Lender hereunder
        and (iii) the amount of any sum received by the Agent hereunder from the
        Borrower and each Lender’s share thereof.

       

      (d)           The
        entries made in the accounts maintained pursuant to subsections (b) and (c)
        above 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 Agent
        to maintain such accounts or any error therein shall not in any manner affect
        the obligations of the Borrower to repay the Outstanding Credits in accordance
        with their terms.

       

      
        	
                 

              	
                SECTION
                  2.06.

              	
                Interest
                  on Loans.

              


      

       

      (a)           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 for Eurodollar
        Borrowings.

       

      (b)           The
        Loans comprising each ABR Borrowing, including each Swingline Loan, shall
        bear
        interest (computed on the basis of the actual number of days elapsed over
        a year
        of (i) 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 (ii)
        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 for ABR
        Borrowings.

       

      (c)           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 JPMorgan Chase,
        and
        such determination shall be conclusive absent manifest error; provided
        that JPMorgan Chase shall, upon request, provide to the Borrower a certificate
        setting forth in reasonable detail the basis for such
        determination.

       


      
        
          
          

        

        
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      SECTION
        2.07.                      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 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 Agent shall, as soon as practicable thereafter,
        give facsimile notice of such determination to the Borrower and the
        Lenders.  In the event of any such determination under clause (i) or
        (ii) above, until the Agent shall have advised the Borrower and the Lenders
        that
        the circumstances giving rise to such notice no longer exist, any request
        by the
        Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall be deemed
        to
        be a request for an ABR Borrowing.  In the event the Required Lenders
        notify the 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 Agent shall
        notify
        the Borrower of such notice and until the Required Lenders shall have advised
        the Agent that the circumstances giving rise to such notice no longer exist,
        any
        request by the Borrower for a Eurodollar Borrowing shall be deemed a request
        for
        an ABR Borrowing.  Each determination by the Agent hereunder shall be
        made in good faith and shall be conclusive absent manifest error;
provided that the Agent, shall, upon request, provide to the Borrower a
        certificate setting forth in reasonable detail the basis for such
        determination.

       

      
        	
                 

              	
                SECTION
                  2.08.

              	
                Termination
                  and Reduction of Commitments.

              


      

       

      (a)           The
        Swingline Commitment shall terminate on the Swingline Termination
        Date.  The Commitments shall be terminated automatically on the
        Commitment Termination Date.

       

      (b)           Upon
        at least two Business Days’ prior irrevocable written notice to the Agent, the
        Borrower may, without premium or penalty, at any time in whole permanently
        terminate, or from time to time in part permanently reduce, the Commitments;
        provided, however, that (i) each partial reduction of the
        Commitments shall be in an integral multiple of $5,000,000 and in a minimum
        principal amount of $10,000,000 and (ii) no such termination or reduction
        shall
        be made that would reduce the Commitments to an amount less than (1) the
        aggregate amount of Outstanding Credits on the date of such termination or
        reduction (after giving effect to any prepayment made pursuant to Section
        2.09)
        or (2) $50,000,000, unless the result of such termination or reduction
        referred to in this clause (2) is to reduce the Commitments to
        $0.  The Agent shall advise the Lenders of any notice given pursuant
        to this subsection (b) and of each Lender’s portion of any such termination or
        reduction of the Commitments.

       

      (c)           Each
        reduction in the Commitments shall be made ratably among the Lenders in
        accordance with their respective Commitments.  The Borrower shall pay
        to the Agent for the account of the Lenders, on the date of each termination
        or
        reduction of the Commitments, the Facility Fee and Utilization Fee on the
        amount
        of the Commitments so terminated or reduced, in each case accrued through
        the
        date of such termination or reduction.

       


      
        
          
          

        

        
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      SECTION
        2.09.                                           Prepayment.

       

      (a)           The
        Borrower shall have the right at any time and from time to time to prepay
        any
        Borrowing, in whole or in part, upon giving a written notice substantially
        in
        the form of Exhibit D (a “Prepayment Notice”) via
        facsimile (or telephone notice promptly confirmed by facsimile) to the
        Agent:  (i) before 11:00 a.m., New York City time, three Business Days
        prior to prepayment, in the case of Eurodollar Loans, and (ii) before 11:00
        a.m., New York City time, one Business Day prior to prepayment, in the case
        of
        ABR Loans (other than Swingline Loans); provided, however,
        that each partial prepayment shall be in an amount which is an integral multiple
        of $1,000,000 and not less than $5,000,000.  Prepayments of Swingline
        Loans are permitted in accordance with Section 2.18(c).

       

      (b)           On
        any date on which the Total Commitment shall be reduced pursuant to Section
        2.08(b) above, the Borrower shall, with respect to outstanding Loans, prepay
        such Loans and/or, with respect to LC Outstandings, deliver cash collateral
        to
        be held by the Agent in the Cash Collateral Account to the extent and for
        the
        duration necessary to cause the Outstanding Credits minus the amount of cash
        held in the Cash Collateral Account to be no greater than the Total Commitment
        (after giving effect to any such reduction pursuant to Section
        2.08(b).  At such time that cash is no longer required to be held by
        the Agent as collateral under this Section 2.09(b), the Agent will repay
        and
        reassign to the Borrower any such cash then on deposit in the Cash Collateral
        Account, and the Lien of the Agent on the Cash Collateral Account with respect
        to such cash shall automatically terminate.

       

      
        	
                 

              	
                SECTION
                  2.10.

              	
                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 or any Fronting Bank hereunder (except for changes in respect
        of
        taxes on the overall net income of such Lender or such Fronting Bank (as
        the
        case may be) or its lending office imposed by the jurisdiction
        in which such Lender’s or
        such Fronting Bank’s (as the case may be) principal executive
        office or lending office is
        located), or 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 such Fronting
        Bank (as the case may be) or shall result in the imposition on any Lender,
        any
        Fronting Bank or the London interbank market of any other condition affecting
        this Agreement, such Lender’s Commitment or any Extension of Credit (other than
        an ABR Loan) made by such Lender or such Fronting Bank, and the result of
        any of
        the foregoing shall be to increase the cost to such Lender or such Fronting
        Bank
        (as the case may be) of making or maintaining any Outstanding Credit (other
        than
        an ABR Loan) or to reduce the amount of any sum received or receivable by
        such
        Lender or such Fronting Bank (as the case may be) hereunder (whether of
        principal, interest or otherwise) by an amount deemed by such Lender or such
        Fronting Bank (as the case may be) to be material, then the Borrower shall,
        upon
        receipt of the notice and certificate provided for in subsection (c) below
        promptly pay to such Lender or such Fronting Bank (as the case may be) such
        additional amount or amounts as

       


      
        
          
          

        

        
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      will
        compensate such Lender or such Fronting Bank (as the case may be) for such
        additional costs incurred or reduction suffered.

       

      (b)           If
        any Lender or Fronting Bank 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 Fronting Bank (or
        any
        lending office of such Lender or such Fronting Bank) or any Lender’s or any
        Fronting Bank’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 or such Fronting Bank’s (as the case may be) capital or
        on the capital of such Lender’s or such Fronting Bank’s (as the case may be)
        holding company, if any, as a consequence of this Agreement, such Lender’s
        Commitment or the Extensions of Credit made by such Lender or such Fronting
        Bank
        (as the case may be) pursuant hereto to a level below that which such Lender
        or
        such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s
        (as the case may be) holding company could have achieved but for such adoption,
        change or compliance (taking into consideration such Lender’s or such Fronting
        Bank’s (as the case may be) policies and the policies of such Lender’s or such
        Fronting Bank’s (as the case may be) holding company with respect to capital
        adequacy) by an amount deemed by such Lender or such Fronting Bank (as the
        case
        may be) to be material, then from time to time such additional amount or
        amounts
        as will compensate such Lender or such Fronting Bank (as the case may be)
        for
        any such reduction suffered will be paid to such Lender or such Fronting
        Bank
        (as the case may be) by the Borrower.  It is acknowledged that this
        Agreement is being entered into by the Lenders and the Fronting Banks on
        the
        understanding that neither the Lenders nor the Fronting Banks will be required
        to maintain capital against their Commitments or agreements to issue Letters
        of
        Credit, as the case may be, under currently applicable laws, regulations
        and
        regulatory guidelines.  In the event the Lenders or any Fronting Bank
        shall otherwise determine that such understanding is incorrect, it is agreed
        that the Lenders or any Fronting Bank, as the case may be, will be entitled
        to
        make claims under this subsection (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 or the applicable Fronting Bank setting forth
        such
        amount or amounts as shall be necessary to compensate such Lender or such
        Fronting Bank (as the case may be) or its holding company as specified in
        subsection (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 Borrower and shall be conclusive
        absent manifest error.  The Borrower shall pay each Lender or Fronting
        Bank (as the case may be) the amount shown as due on any such certificate
        delivered by it within 10 days after its receipt of the same.  Each
        Lender and each Fronting Bank shall give prompt notice to the Borrower of
        any
        event of which it has knowledge, occurring after the date hereof, that it
        has
        determined will require compensation by the Borrower pursuant to this Section;
        provided, however,

       


      
        
          
          

        

        
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      that
        failure by such Lender or such Fronting Bank to give such notice shall not
        constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may
        be) right to demand compensation hereunder.

       

      (d)           Failure
        on the part of any Lender or Fronting Bank 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 or such Fronting Bank’s (as the case may be) right to demand
        compensation with respect to such period or any other period; provided,
however, that no Lender or Fronting Bank shall be entitled to
        compensation under this Section for any costs incurred or reductions suffered
        with respect to any date unless it shall have notified the Borrower that
        it will
        demand compensation for such costs or reductions under subsection (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 and each Fronting Bank
        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 and each Fronting Bank 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
        or
        such Fronting Bank (as the case may be), be disadvantageous to such Lender
        or
        Fronting Bank (as the case may be).

       

      
        	
                 

              	
                SECTION
                  2.11.

              	
                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 Borrower and to the Agent, such Lender may:

       

      (i)       declare
        that Eurodollar Loans will not thereafter be made by such Lender hereunder,
        whereupon any request for a Eurodollar 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 subsection (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.

       


      
        
          
          

        

        
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      (b)           For
        purposes of this Section, 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.

       

      
        	
                 

              	
                SECTION
                  2.12.

              	
                Pro
                  Rata Treatment.

              


      

       

      Except
        as
        required under Sections 2.10 and 2.15, each Extension of Credit, each payment
        or
        prepayment of principal of any Borrowing, each payment of interest on the
        Loans,
        each payment of a reimbursement obligation in respect of a drawn Letter of
        Credit, each payment of the Facility Fees and Utilization Fees, each reduction
        of the Total Commitment and each refinancing or conversion of any Borrowing
        of
        Revolving Credit Loans with a Borrowing of Revolving Credit Loans of any
        Type,
        shall be allocated pro rata among the Lenders in accordance with their
        respective Percentages (or, if such Lender’s Commitment shall have expired or
        been terminated, in accordance with the respective principal amounts of their
        Outstanding Credits).  For purposes of determining the Available
        Commitments of the Lenders at any time, the LC Outstandings and Swingline
        Outstandings shall be deemed to have utilized the Commitments of the Lenders
        pro
        rata in accordance with their respective Percentages at such
        time.  Each Lender agrees that in computing such Lender’s portion of
        any Extension of Credit to be made hereunder, the Agent may, in its discretion,
        round each Lender’s percentage of such Extension of Credit to the next higher or
        lower whole dollar amount.

       

      
        	
                 

              	
                SECTION
                  2.13.

              	
                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 (the “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 Revolving Credit Loans, Swingline Outstandings
        or
        LC Outstandings as a result of which the unpaid principal portion of its
        Revolving Credit Loans, Swingline Outstandings and LC Outstandings shall
        be
        proportionately less than the unpaid principal portion of the Revolving Credit
        Loans, Swingline Outstandings and LC Outstandings 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 Revolving Credit Loans, Swingline Outstandings or LC
        Outstandings of such other Lender, so that the aggregate unpaid principal
        amount
        of the Revolving Credit Loans, Swingline Outstandings and LC Outstandings
        and
        participations in the Revolving Credit Loans, Swingline Outstandings and
        LC
        Outstandings held by each Lender shall be in the same proportion to the
        aggregate unpaid principal amount of all Revolving Credit Loans, Swingline
        Outstandings and LC Outstandings then outstanding as the principal amount
        of its
        Revolving Credit Loans, Swingline Outstandings and LC Outstandings prior
        to such
        exercise of banker’s lien, setoff or counterclaim or other event was to the
        principal amount of all Revolving Credit Loans, Swingline Outstandings and
        LC
        Outstandings 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
        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

       


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      or
        prices
        or adjustment restored without interest.  The Borrower expressly
        consents to the foregoing arrangements and agrees that any Lender holding
        a
        participation in a Revolving Credit Loans, Swingline Outstandings or any
        LC
        Outstandings 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 the Borrower to such Lender by reason thereof as fully as if such Lender
        had
        made an Extension of Credit in the amount of such participation.

       

      
        	
                 

              	
                SECTION
                  2.14.

              	
                Payments.

              


      

       

      (a)           The
        Borrower shall make each payment (including principal of or interest on any
        Outstanding Credit or any Fees or other amounts) hereunder from an account
        in
        the United States not later than 12:00 noon, New York City time, on the date
        when due in dollars to the Agent at its offices at 1111 Fannin Street, 10th Floor,
        Houston,
        Texas 77002, in immediately available funds.  Each such payment shall
        be made without off-set, deduction or counterclaim; provided that the
        foregoing shall not constitute a relinquishment or waiver of the Borrower’s
        rights to any independent claim that the Borrower may have against the Agent,
        any Fronting Bank or any Lender.

       

      (b)           Whenever
        any payment (including principal of or interest on any Outstanding Credit
        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
                  2.15.

              	
                Taxes.

              


      

       

      (a)           Any
        and all payments of principal and interest on any of the Outstanding Credits
        or
        of any Fees or indemnity or expense reimbursements by the Borrower hereunder
        or
        under any other Credit Document (“Borrower Payments”)
        shall be made, in accordance with Section 2.14, 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, excluding
        (i)
        income taxes imposed on the net income of the Agent, any Fronting Bank 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 Agent, any Fronting Bank or any Lender
        (or Transferee), in each case as a result of a present or former connection
        between the Agent, such Fronting Bank or such Lender (or Transferee) and
        the
        jurisdiction of the Governmental Authority imposing such tax or any political
        subdivision or taxing authority thereof or therein (other than any such
        connection arising solely from the Agent, such Fronting Bank or such Lender
        having executed, delivered or performed its obligations or received a payment
        under, or enforced, this Agreement or any other Credit Document) (all such
        nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
        liabilities, collectively or individually
        (“Taxes”).  If the Borrower or the Agent
        shall be required to deduct any Taxes from or in respect of any sum payable
        hereunder or under any other Credit Document to any Lender (or any Transferee)
        or the Agent or any Fronting Bank, (i) the sum payable shall be increased
        by the
        amount (an “additional amount”) necessary so that
        after all required deductions are made (including deductions applicable to
        additional amounts payable under this Section) such Lender (or Transferee)
        or
        the Agent

       


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      or
        such
        Fronting Bank (as the case may be) shall receive an amount equal to the sum
        it
        would have received had no such deductions been made, (ii) the Borrower or
        the Agent shall make such deductions and (iii) the Borrower or the Agent
        shall
        pay the full amount deducted to the relevant Governmental Authority in
        accordance with applicable law.

       

      (b)           In
        addition, the Borrower shall pay to the relevant 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, any other Credit Document or
        the
        Letter Agreements (“Other Taxes”).

       

      (c)           The
        Borrower shall indemnify each Lender (or Transferee thereof), the Agent and
        each
        Fronting Bank for the full amount of Taxes and Other Taxes with respect to
        Borrower Payments paid by such person, and any 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 Governmental Authority.  A
        certificate delivered to the Borrower 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, a Fronting Bank or the 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 the Agent or the Fronting Bank, as the case may be, makes
        written
        demand therefor.

       

      (d)           If
        a Lender (or Transferee) or the Agent
        or a Fronting Bank 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 the Borrower, or with respect to which the
        Borrower has paid additional amounts, pursuant to this Section, it shall
        promptly notify
        the Borrower of the availability of
        such refund claim and shall, within 30 days after receipt of a request by
        the
        Borrower, make a claim to such United States Governmental Authority for such
        refund at the Borrower’s expense.  If a Lender (or Transferee)
        or the Agent or a Fronting Bank 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 the Borrower or with respect
        to which the Borrower had paid additional amounts pursuant to this Section,
        it
        shall within 30 days from the date of such receipt, pay over such refund
        to the
        Borrower (but only to the extent of indemnity payments made, or additional
        amounts paid, by the Borrower under this Section 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 the Agent or such Fronting Bank and without
        interest (other than interest paid by the relevant United States Governmental
        Authority with respect to such refund); provided, however,
        that the Borrower, upon the request of such Lender (or Transferee) or the
        Agent
        or such Fronting Bank, agrees to repay the amount paid over to the Borrower
        (plus penalties, interest or other charges) to such Lender (or Transferee)
        or
        the Agent or such Fronting Bank in the event such Lender (or Transferee)
        or the
        Agent or such Fronting Bank 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 the Borrower to the relevant United States
        Governmental Au-

       


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      thority,
        the Borrower will deliver to the 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 shall survive the payment
        in full of the principal of and interest on all Outstanding Credits
        hereunder.

       

      (g)           Each
        of the Agent, each Fronting Bank and each Lender (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 Borrower and the Agent two copies of either
        United States Internal Revenue Service Form W-8BEN, Form W-8ECI, or, in the
        case
        of a Non-U.S. Lender claiming the benefits of the exemption for portfolio
        interest under section 881(c) of the Code, (x) a certificate in substantially
        the form of Exhibit E to the effect that (A) such Non-U.S. Lender is not
        a
“bank” within the meaning of section 881(c)(3)(A) of the Code, (B) such Non-U.S.
        Lender is not a “10 percent shareholder” of the Borrower within the meaning of
        section 881(c)(3)(B) of the Code, (C) any interest payment received by such
        Non-U.S. Lender hereunder or under any other Loan Document is not effectively
        connected with the conduct of a trade or business in the United States, and
        (D)
        such Non-U.S. Lender is not a “controlled foreign corporation” described in
        section 881(c)(3)(C) of the Code and (y) Internal Revenue Service Form W-8BEN,
        in each case, 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 the Borrower under this Agreement.  If
any Non-U.S. Lender
        does not act or ceases
        to act for its own
        account with respect
        to any portion of any sums paid or
        payable to such Lender under any of the Credit
        Documents
        (for example, in the case of a
        typical participation
        or where the Non-U.S. Lender is a
        pass-through
        entity),
        such Non-U.S. Lender shall deliver
to the
Agent
        and the Borrower
        duly completed
        copies of Internal Revenue
        Service Form W-8IMY (or any successor forms), together with necessary forms, attachments
        and
        certificates (including the forms described in clauses (x) and
(y) above, as required) to
        establish that such Non-U.S.
        Lender is not acting for its own
        account
        with respect to a portion of any
        such sums payable to such Non-U.S. Lender
        and to establish
        that such portion may be received without deduction for, or at a reduced
        rate
        of, United States federal withholding tax. 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 or shall promptly notify the
        Borrower and the Agent of any change in circumstances which would modify
        or
        render invalid any previously claimed exemption or reduction. Notwithstanding
        any other provision of this subsection (g), a Non-U.S. Lender shall not be
        required to deliver any form pursuant to this subsection (g) that such Non-U.S.
        Lender is not legally able to deliver.

       

      (h)           The
        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

       


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      or
        Non-U.S. Agent (including any Transferee), in respect of United States federal
        withholding tax pursuant to subsection (a) or (c) above to the extent that
        (i)
        the obligation to withhold amounts with respect to United States federal
        withholding tax existed under the law in effect 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 an Extension
        of Credit; 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 the Borrower; and
providedfurther, however, that this clause (i) shall
        not apply to the extent the indemnity payment or additional amounts any
        Transferee, or any Fronting Bank or any 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 such Fronting
        Bank 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 subsection (g) above and (i) below.

       

      (i)           Any
        Fronting Bank or any Lender (or Transferee) claiming any indemnity payment
        or
        additional amounts payable pursuant to this Section shall use reasonable
        efforts
        (consistent with legal and regulatory restrictions) to file any certificate
        or
        document reasonably requested in writing by the 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 may thereafter accrue and would not, in
        the
        good faith determination of such Fronting Bank or such Lender (or Transferee)
        (as the case may be), be otherwise disadvantageous to such Fronting Bank
        or such
        Lender (or Transferee) (as the case may be).

       

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

       

      
        	
                 

              	
                SECTION
                  2.16.

              	
                Assignment
                  of Commitments Under Certain
                  Circumstances.

              


      

       

      In
        the
        event that any Lender shall have delivered a notice or certificate pursuant
        to
        Section 2.10(c) or 2.11(a), or the Borrower shall be required to make additional
        payments to any Lender under Section 2.15, the Borrower shall have the right,
        at
        its sole expense, upon notice to such Lender and the Agent, 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 Agent and the Borrower (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
        inter-

       


      
        
          
          

        

        
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      est
        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 Borrower
        shall
        pay the processing and recordation fee due pursuant to Section
        8.04.

       

      
        	
                 

              	
                SECTION
                  2.17.

              	
                Letters
                  of Credit.

              


      

       

      (a)           Subject
        to the terms and conditions hereof, each Letter of Credit shall be issued
        (or
        the stated maturity thereof extended or terms thereof modified or amended)
        on
        not less than three Business Days’ prior notice thereof by the delivery by the
        Borrower of a Request for Issuance to the Agent (which shall promptly distribute
        copies thereof to the Lenders) and the Fronting Bank designated by the
        Borrower.  Each Request for Issuance shall identify the relevant
        Fronting Bank and shall specify (i) the date (which shall be a Business Day)
        of
        issuance of such Letter of Credit (or the date of effectiveness of such
        extension, modification or amendment) and the stated expiry date thereof
        (which
        shall be not later than the earlier of (x) 12 months after its date of issuance
        (or such longer period of time as may be agreed by the applicable Fronting
        Bank
        or as provided in clause (j) below) and (y) the third Business Day preceding
        the
        Commitment Termination Date), (ii) the proposed stated amount (denominated
        in
        dollars) of such Letter of Credit (which shall not be less than $1,000,000,
        unless otherwise agreed to by the applicable Fronting Bank), (iii) the name
        and
        address of the beneficiary of such Letter of Credit and (iv) a statement
        of
        drawing conditions applicable to such Letter of Credit, whether such Letter
        of
        Credit is a documentary letter of credit, a financial standby letter of credit
        or a performance standby letter of credit, and if such Request for Issuance
        relates to an amendment or modification of a Letter of Credit, it shall be
        accompanied by the consent of the beneficiary of the Letter of Credit thereto;
        provided, however, that if the terms of any Request for
        Issuance shall conflict with the terms of this Agreement, the terms of this
        Agreement shall govern.  Notwithstanding the foregoing, each Fronting
        Bank agrees to issue Letters of Credit with an expiration date later than
        the
        third (3rd) Business Day prior to the Commitment Termination Date (but no
        later
        than one year from the date of issuance thereof) in reliance upon the agreement
        by the Borrower to cash collateralize such Letters of Credit in an amount
        equal
        to 100% of the aggregate amount available to be drawn under such Letters
        of
        Credit by the date that is thirty (30) days prior to the Commitment Termination
        Date, and the Borrower agrees so to cash collateralize such Letters of Credit
        by
        such date, it being understood that, except with respect to drawings made
        under
        such Letters of Credit prior to the date of receipt of such cash collateral
        by
        the applicable Fronting Bank, the Agent and the Lenders (other than the
        applicable Fronting Bank) shall, after the date of receipt of such cash
        collateral by the applicable Fronting Bank, be released from any and all
        obligations to purchase participations or make Revolving Credit Loans in
        respect
        of such Letters of Credit.  Each Request for Issuance shall be
        irrevocable unless modified or rescinded by the Borrower not less than two
        days
        prior to the proposed date of issuance (or effectiveness) specified
        therein.  Not later than 12:00 noon (New York City time) on the
        proposed date of issuance (or effectiveness) specified in such Request for
        Issuance, and upon fulfillment of the applicable conditions precedent and
        the
        other requirements set forth herein, the applicable Fronting Bank shall issue
        (or extend, amend or modify) such Letter of Credit and provide notice and
        a copy
        thereof to the Agent, which shall promptly furnish copies thereof to the
        Lenders.  Each Lender shall, upon the issuance of any Letter of
        Credit, acquire a participation interest in such Letter of Credit, automatically
        and without any action on its part or the part of the applicable Fronting
        Bank,
        whereby such Lender shall become obligated to perform such obligations in
        respect of such Let-

       


      
        
          
          

        

        
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      ter
        of
        Credit as are expressly set forth herein.  No Fronting Bank shall at
        any time be obligated to issue any Letter of Credit if such issuance would
        conflict with any applicable requirement of law.

       

      (b)           No
        Letter of Credit shall be requested or issued hereunder if, after the issuance
        thereof, the Outstanding Credits would exceed the Total Commitment.

       

      (c)           The
        Borrower hereby agrees to pay to the Agent for the account of each Fronting
        Bank
        and, if they shall have funded participations in the reimbursement obligations
        of the Borrower pursuant to subsection (d) below, the Lenders, on demand
        made by
        such Fronting Bank to the Borrower, on and after each date on which such
        Fronting Bank shall pay any amount under any Letter of Credit issued by such
        Fronting Bank for the account of the Borrower, a sum equal to the amount
        so paid
        plus interest on such amount from the date so paid by such Fronting Bank
        until
        repayment to such Fronting Bank in full at a fluctuating interest rate per
        annum
        equal to the Alternate Base Rate plus the Applicable Margin for ABR Loans
        plus,
        if any amount paid by such Fronting Bank under a Letter of Credit is not
        reimbursed by the Borrower within two Business Days, 2% of such unreimbursed
        amount.

       

      (d)           If
        any Fronting Bank shall not have been reimbursed in full by the Borrower
        for any
        payment made by such Fronting Bank under a Letter of Credit issued by such
        Fronting Bank for the account of the Borrower on the date of such payment,
        such
        Fronting Bank shall give the Agent prompt notice thereof (an “LC
        Payment Notice”) no later than 10:00 a.m. (New York City time) on
        the Business Day immediately succeeding the date of such payment by such
        Fronting Bank.  The Agent shall forward to each Lender a copy of such
        LC Payment Notice no later than 12:00 noon on the date on which such LC Payment
        Notice is received from such Fronting Bank.  Notwithstanding any
        provision of this Agreement to the contrary, each Lender severally agrees
        to
        fund its participation in the reimbursement obligation of the Borrower to
        each
        Fronting Bank by paying to the Agent for the account of such Fronting Bank
        an
        amount equal to such Lender’s Percentage of such unreimbursed amount paid by
        such Fronting Bank, plus interest on such amount at a rate per annum equal
        to
        the Federal Funds Effective Rate from the date of the payment by such Fronting
        Bank to the date of payment to such Fronting Bank by such
        Lender.  Each such payment by a Lender shall be made not later than
        3:00 p.m. (New York City time) on the later to occur of (i) the Business
        Day
        immediately following the date of such payment by such Fronting Bank and
        (ii)
        the Business Day on which the Lender shall have received an LC Payment Notice
        from such Fronting Bank.  Each Lender’s obligation to make each such
        payment to the Agent for the account of each Fronting Bank shall be several
        and
        shall not be affected by the occurrence or continuance of a Default or Event
        of
        Default or the failure of any other Lender to make any payment under this
        subsection (d).  Each Lender further agrees that each such payment
        shall be made without any offset, abatement, withholding or reduction
        whatsoever.

       

      (e)           The
        failure of any Lender to make any payment to the Agent for the account of
        any
        Fronting Bank in accordance with subsection (d) above shall not relieve any
        other Lender of its own obligation to make any similar payment to the Agent,
        but
        no Lender shall be responsible for the failure of any other Lender to make
        any
        such payment.  If any Lender (a “non-performing
        Lender”) shall fail to make any payment to the Agent for the
        account of any Fronting Bank in accordance with subsection (d) above within
        five
        Business Days after the LC Pay-ment Notice relating thereto, then, for so
        long
        as such failure shall continue, for purposes of vot-

       


      
        
          
          

        

        
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      ing
        rights hereunder, the Commitment of such non-performing Lender shall be reduced
        in an amount equal to such outstanding principal amount due and payable by
        such
        non-performing Lender.  Any non-performing Lender and the Borrower
        (without waiving any claim against such Lender for such Lender’s failure to fund
        a participation in the reimbursement obligations of the Borrower under
        subsection (d) above) severally agree to pay to the Agent for the account
        of the
        applicable Fronting Bank forthwith on demand such amount, together with interest
        thereon for each day from the date such Lender would have funded its
        participation had it complied with the requirements of subsection (d) above
        until the date such amount is paid to the Agent at (A) in the case of the
        Borrower, the interest rate applicable at the time to ABR Loans (or the interest
        rate that would be applicable if ABR Loans were outstanding) and (B) in the
        case
        of such Lender, the Federal Funds Effective Rate.

       

      (f)           The
        payment obligations of each Lender under subsection (d) above and of the
        Borrower under this Agreement in respect of any payment under any Letter
        of
        Credit shall be unconditional and irrevocable, and shall be paid strictly
        in
        accordance with the terms of this Agreement under all circumstances, including,
        without limitation, the following circumstances:

       

      (i)                  
        any lack of validity or enforceability of this Agreement or any other agreement
        or instrument relating hereto or to such Letter of Credit;

       

      (ii)                  any
        amendment or waiver of, or any consent to departure from, the terms of this
        Agreement or such Letter of Credit;

       

      (iii)                  the
        existence of any claim, set-off, defense or other right that any Lender or
        the
        Borrower for the account of which such Letter of Credit was issued may have
        at
        any time against any beneficiary, or any transferee, of such Letter of Credit
        (or any persons for whom any such beneficiary or any such transferee may
        be
        acting), any Fronting Bank, or any other person, whether in connection with
        this
        Agreement, the transactions contemplated hereby or by such Letter of Credit,
        or
        any unrelated transaction;

       

      (iv)                  any
        statement or any other document presented under such Letter of Credit proving
        to
        be forged, fraudulent, invalid or insufficient in any respect or any statement
        therein being untrue or inaccurate in any respect;

       

      (v)                  payment
        in good faith by any Fronting Bank under the Letter of Credit issued by such
        Fronting Bank against presentation of a draft or certificate which does not
        comply with the terms of such Letter of Credit; or

       

      (vi)                  any
        other circumstance or happening whatsoever, whether or not similar to any
        of the
        foregoing.

       

      (g)           The
        Borrower assumes all risks of the acts and omissions of any beneficiary or
        transferee of any Letter of Credit issued for the account of the
        Borrower.  Neither any Fronting Bank, any Lender, nor any of their
        respective officers, directors, employees, agents or Affiliates shall be
        liable
        or responsible for (i) the use that may be made of such Letter of Credit
        or any
        acts or omissions of any beneficiary or transferee thereof in connection
        therewith; (ii) the validity, sufficiency or genuineness of documents, or
        of any
        endorsement thereon, even if such documents

       


      
        
          
          

        

        
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      should
        prove to be in any or all respects invalid, insufficient, fraudulent or forged;
        (iii) payment by any Fronting Bank against presentation of documents that
        do not
        comply with the terms of such Letter of Credit, including failure of any
        documents to bear any reference or adequate reference to such Letter of Credit;
        or (iv) any other circumstances whatsoever in making or failing to make payment
        under such Letter of Credit, except that the Borrower for the account of
        which
        such Letter of Credit was issued and each Lender shall have the right to
        bring
        suit against the applicable Fronting Bank, and such Fronting Bank shall be
        liable to the Borrower and any Lender, to the extent of any direct, as opposed
        to consequential, damages suffered by the Borrower or such Lender which the
        Borrower or such Lender proves were caused by such Fronting Bank’s willful
        misconduct or gross negligence, including, in the case of the Borrower, such
        Fronting Bank’s willful failure to make timely payment under such Letter of
        Credit following the presentation to it by the beneficiary thereof of a draft
        and accompanying certificate(s) which strictly comply with the terms and
        conditions of such Letter of Credit.  In furtherance and not in
        limitation of the foregoing, each Fronting Bank may accept sight drafts and
        accompanying certificates presented under any Letter of Credit issued by
        such
        Fronting Bank that appear on their face to be in order, without responsibility
        for further investigation, regardless of any notice or information to the
        contrary, and payment against such documents shall not constitute willful
        misconduct or gross negligence by such Fronting Bank.  Without
        limiting the foregoing, no Lender shall be obligated to indemnify the Borrower
        for damages caused by any Fronting Bank’s willful misconduct or gross
        negligence.

       

      (h)           If
        there shall be more than one Fronting Bank that has issued a Letter of Credit
        at
        any time hereunder, each such Fronting Bank shall, with respect to the Letters
        of Credit issued by it and the reimbursement obligations owing to it, be
        regarded hereunder as the “Fronting Bank” and shall have all of the rights,
        interests, protections and obligations of the “Fronting Bank” hereunder with
        respect to such Letters of Credit and reimbursement obligations and all matters
        relating thereto.  Whenever any action may be, or is required to be,
        taken by the Fronting Bank hereunder, each Fronting Bank may, or shall, take
        such action only in respect of the Letters of Credit issued by it and the
        reimbursement obligations owing to it.  Whenever the consent of the
        Fronting Bank is required hereunder with respect to any proposed action,
        the
        consent of each Fronting Bank of a Letter of Credit that is then outstanding,
        or
        in respect of which reimbursement obligations remain outstanding, shall be
        required for such proposed action to be taken.  Any notice to be
        provided to the Fronting Bank shall be provided to each Fronting Bank of
        a
        Letter of Credit that is then outstanding, or in respect of which reimbursement
        obligations remain outstanding, and each such Fronting Bank shall have the
        right
        to request any information, and take any other action, as the Fronting Bank
        is
        permitted to do hereunder.  The protections accorded the Fronting Bank
        hereunder shall inure to the benefit of each Fronting Bank, regardless of
        whether any Letter of Credit issued by any such Fronting Bank or any
        reimbursement obligations in respect thereof are outstanding at the time
        the
        benefits of such protections are asserted.

       

      (i)           No
        Fronting Bank shall at any time be obligated to issue any Letter of Credit
        if
        such issuance would result in the aggregate of the Stated Amounts of all
        Letters
        of Credit issued by such Fronting Bank exceeding such Fronting Bank’s LC
        Fronting Bank Commitment.

       

      (j)           If
        the Borrower so requests in any applicable Request for Issuance, any Fronting
        Bank may, in its sole and absolute discretion, agree to issue a Letter of
        Credit
        that has automatic

       


      
        
          
          

        

        
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      extension
        provisions (each, an “Auto-Extension Letter of
        Credit”); provided that any such Auto-Extension Letter of
        Credit must permit the Fronting Bank to prevent any such extension at least
        once
        in each twelve-month period (commencing with the date of issuance of such
        Letter
        of Credit) by giving prior notice to the beneficiary thereof not later than
        a
        day (the “Non-Extension Notice Date”) in each such
        twelve-month period to be agreed upon at the time such Letter of Credit is
        issued.  Unless otherwise directed by a Fronting Bank, the Borrower
        shall not be required to make a specific request to such Fronting Bank for
        any
        such extension.  Once an Auto-Extension Letter of Credit has been
        issued, the Borrower and the Lenders shall be deemed to have authorized (but
        may
        not require) such Fronting Bank to permit the extension of such Letter of
        Credit
        at any time to an expiry date not later than the third Business Day preceding
        the Commitment Termination Date; provided, however, that such Fronting
        Bank shall not permit any such extension if (A) such Fronting Bank has
        determined that it would not be permitted, or would have no obligation, at
        such
        time to issue such Letter of Credit in its revised form (as extended) under
        the
        terms hereof, or (B) it has received notice (which may be by telephone or
        in
        writing) on or before the day that is five Business Days before the
        Non-Extension Notice Date from the Agent or the Borrower that one or more
        of the
        applicable conditions specified in Article IV-B are not then satisfied, and
        in
        each such case directing such Fronting Bank not to permit such
        extension.

       

      
        	
                 

              	
                SECTION
                  2.18.

              	
                Swingline
                  Loans.

              


      

       

      (a)           Swingline
        Commitment.  Subject to the terms and conditions set forth herein,
        the Swingline Lender agrees to make Swingline Loans to Borrower from time
        to
        time prior to the Swingline Termination Date, in an aggregate principal amount
        at any time outstanding that will not result in (i) the aggregate principal
        amount of outstanding Swingline Loans exceeding $100,000,000 or (ii) the
        sum of the aggregate Outstanding Credits exceeding the Total Commitments;
        provided that the Swingline Lender shall not be required to make a
        Swingline Loan to refinance an outstanding Swingline Loan.  Within the
        foregoing limits and subject to the terms and conditions set forth herein,
        Borrower may borrow, repay and reborrow Swingline Loans.

       

      (b)           Swingline
        Loans.  To request a Swingline Loan, Borrower shall deliver, by
        hand delivery or telecopier, a duly completed and executed Borrowing Request
        to
        the Agent and the Swingline Lender, not later than 3:00 p.m., New York City
        time, on the day of a proposed Swingline Loan.  Each such notice shall
        be irrevocable and shall specify the requested date (which shall be a Business
        Day) and the amount of the requested Swingline Loan.  Each Swingline
        Loan shall be an ABR Loan and no Swingline Loan may be converted into a
        Eurodollar Loan.  The Swingline Lender shall make each Swingline Loan
        available to Borrower to an account as directed by Borrower in the applicable
        Borrowing Request maintained with the Agent by 3:00 p.m., New York City time,
        on
        the requested date of such Swingline Loan.  Borrower shall not request
        a Swingline Loan if at the time of or immediately after giving effect to
        the
        Extension of Credit contemplated by such request a Default has occurred and
        is
        continuing or would result therefrom.  Swingline Loans shall be made
        in minimum amounts of $1,000,000 and integral multiples of $500,000 above
        such
        amount.

       

      (c)           Prepayment.  Borrower
        shall have the right at any time and from time to time to repay any Swingline
        Loan, in whole or in part, upon giving written notice to the
        Swingline

       


      
        
          
          

        

        
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      Lender
        and the Agent before 12:00 (noon), New York City time, on the proposed date
        of
        repayment.

       

      (d)           Mandatory
        Borrowings and Participations.  On any Business Day, the Swingline
        Lender may, in its sole discretion, give notice to the Lenders, with a copy
        to
        the Borrower and the Agent, that all then-outstanding Swingline Loans shall
        be
        funded with a Borrowing of Revolving Credit Loans, in which case Revolving
        Credit Loans constituting ABR Loans (each such Borrowing, a
“Mandatory Borrowing”) shall be made on the
        immediately succeeding Business Day by all Revolving Credit Lenders pro
        rata based on each such Lender’s Percentage, and the proceeds thereof shall
        be applied directly to repay such outstanding Swingline Loans.  Each
        Revolving Credit Lender hereby irrevocably agrees to make such Revolving
        Credit
        Loans upon one Business Day’s notice in connection with each Mandatory Borrowing
        in the amount and in the manner specified in the preceding sentence and on
        the
        date specified to it in writing by the Swingline Lender notwithstanding
        (i) that the amount of the Mandatory Borrowing may not comply with the
        minimum amount for each Borrowing specified in Section 2.02, (ii) whether
        any
        conditions specified in Article IV-B are then satisfied, (iii) whether a
        Default
        or an Event of Default has occurred and is continuing, (iv) the date of
        such Mandatory Borrowing or (v) any reduction in the Total Commitment after
        any
        such Swingline Loans were made.  In the event that, in the sole
        judgment of the Swingline Lender, any Mandatory Borrowing cannot for any
        reason
        be made on the date otherwise required above (including as a result of the
        commencement of an insolvency or other bankruptcy proceeding in respect of
        the
        Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith
        purchase from the Swingline Lender (without recourse or warranty) such
        participation of the outstanding Swingline Loans as shall be necessary to
        cause
        each such Lender to share in such Swingline Loans ratably based upon their
        respective Percentages; provided that all principal and interest
        payable on such Swingline Loans shall be for the account of the Swingline
        Lender, until the date the respective participation is purchased and, to
        the
        extent attributable to the purchased participation, shall be payable to the
        Lender purchasing same from and after such date of purchase.  Each
        Lender shall comply with its obligation under this paragraph by wire transfer
        of
        immediately available funds, in the same manner as provided in
        Section 2.02(c) with respect to Revolving Credit Loans made by such Lender
        (and Section 2.02 shall apply, mutatis mutandis, to the payment
        obligations of the Lenders), and the Agent shall promptly pay to the Swingline
        Lender the amounts so received by it from the Lenders.  The Agent
        shall notify Borrower of any participations in any Swingline Loan acquired
        by
        the Lenders pursuant to this paragraph, and thereafter payments in respect
        of
        such Swingline Loan shall be made to the Agent and not to the Swingline
        Lender.  Any amounts received by the Swingline Lender from Borrower
        (or other party on behalf of Borrower) in respect of a Swingline Loan after
        receipt by the Swingline Lender of the proceeds of a sale of participations
        therein shall be promptly remitted to the Agent.  Any such amounts
        received by the Agent shall be promptly remitted by the Agent to the Lenders
        that shall have made their payments pursuant to this paragraph, as their
        interests may appear.  The purchase of participations in a Swingline
        Loan pursuant to this paragraph shall not relieve Borrower of any default
        in the
        payment thereof.

       

      SECTION
        2.19.            Increase
        in Commitments.

       

      (a)           Borrower
        Request.  Borrower may by written notice to the Agent elect to
        request, prior to the Commitment Termination Date, an increase to the then
        existing Total Commitments

       


      
        
          
          

        

        
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      by
        an
        amount not in excess of $500,000,000 in the aggregate and not less than
        $100,000,000 individually (each an “Incremental Commitment
        Increase”).  Each such notice shall specify (i) the date
        (each, an
“Increase Effective
        Date”) on which the Borrower proposes that the Incremental
        Commitment Increase shall be effective, which shall be a date not less than
        10
        Business Days after the date on which such notice is delivered to the Agent
        and
        (ii) the identity of each assignee to whom the Borrower proposes any portion
        of
        such Incremental Commitment Increase be allocated and the amounts of such
        allocations.  Incremental Commitment Increases may be provided by any
        existing Lender (it being understood that (i) any existing Lender approached
        to
        provide all or a portion of the Incremental Commitment Increase may elect
        or
        decline, in its sole discretion, to provide such Incremental Commitment Increase
        and (ii) the Borrower shall have no obligation to offer any existing Lender
        the
        opportunity to provide any such Incremental Commitment Increase) or by any
        other
        bank or other financial institution (any such other bank or other financial
        institution being called an “Additional Lender”);
        provided that the Agent shall have consented (not to be unreasonably withheld)
        to such Lender’s or such Additional Lender’s  making such Incremental
        Commitment Increase if such consent would be required under Section 8.04
        for an
        assignment of Loans or Commitments, as applicable, to such Lender or Additional
        Lender.

       

      (b)           Conditions.  The
        Incremental Commitment Increase shall become effective, as of such Increase
        Effective Date; provided that:

       

      (i)                  
        each of the conditions set forth in Article IV-B shall be
        satisfied;

       

      (ii)                  no
        Default shall have occurred and be continuing or would result from the
        borrowings to be made on the Increase Effective Date; and

       

      (iii)                 Borrower
        shall deliver or cause to be delivered any legal opinions or other documents
        reasonably requested by the Agent in connection with any such
        transaction.

       

      (c)           Terms
        of New Loans and Commitments.  The Incremental Commitment Increase
        shall be effected by a joinder agreement (the
“Increase Joinder”)
        executed by the Borrower, the Agent, each Lender, if any, and each Additional
        Lender, if any, making such Incremental Commitment Increase, in form and
        substance satisfactory to each of them.  The Increase Joinder may,
        without the consent of any other Lenders, effect such amendments to this
        Agreement as may be necessary or appropriate, in the opinion of the Agent,
        to
        effect the provisions of this Section 2.19.

       

      (d)           Adjustment
        of Loans.  Each of the Lenders having a Commitment prior to such
        Increase Effective Date (the “Pre-Increase Revolving
        Lenders”) shall assign to any Lender or Additional
        Lender, as the case may be, which is providing a portion of the Incremental
        Commitment Increase on the Increase Effective Date (the
“Post-Increase Revolving
        Lenders”), and such Post-Increase Revolving Lenders shall purchase
        from each Pre-Increase Revolving Lender, at the principal amount thereof,
        such
        interests in the Revolving Credit Loans and participation interests in LC
        Outstandings and Swingline Outstandings on such Increase Effective Date as
        shall
        be necessary in order that, after giving effect to all such assignments and
        purchases, such Revolving Credit Loans and participation interests in LC
        Outstandings and Swingline Outstand-

       


      
        
          
          

        

        
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      ings
        will
        be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders
        ratably in accordance with their Commitments after giving effect to such
        Incremental Commitment Increase.

       

      ARTICLE
        III

       

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Borrower represents and warrants to each Lender and each Fronting Bank as
        follows:

       

      
        	
                 

              	
                SECTION
                  3.01.

              	
                Organization;
                  Powers.

              


      

       

      The
        Borrower (i) is a limited liability company duly organized, validly existing
        and
        in good standing under the laws of the State of Delaware, (ii) 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, (iii) is qualified to do
        business in every jurisdiction where such qualification is required, except
        where the failure so to qualify could not reasonably be expected to result
        in a
        Material Adverse Change, and (iv)  has the limited liability company power
        and authority to execute, deliver and perform its obligations under this
        Agreement and to request and receive Extensions of Credit
        hereunder.

       

      
        	
                 

              	
                SECTION
                  3.02.

              	
                Authorization.

              


      

       

      The
        execution, delivery and performance by the Borrower of this Agreement and
        the
        Extensions of Credit hereunder (i) have been duly authorized by all requisite
        limited liability company action and (ii) will not (A) violate (x) any provision
        of any material Applicable Law or of the certificate of formation or other
        constitutive documents (including the limited liability company agreement)
        of
        the Borrower or any of its Subsidiaries to which the Borrower or any of its
        Subsidiaries, as the case may be, is subject, or (y) any provision of any
        indenture, agreement or other instrument to which the Borrower or any of
        its
        Subsidiaries is a party or by which it or any of its property is or may be
        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 any property or assets of the Borrower or any of its Subsidiaries,
        other than in the case of clauses (ii)(A)(y), (ii)(B) and (ii)(C), any such
        violation, breach, default or Lien that could not reasonably be expected
        to have
        a Material Adverse Change.

       

      
        	
                 

              	
                SECTION
                  3.03.

              	
                Enforceability.

              


      

       

      This
        Agreement constitutes a legal, valid and binding obligation of the 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 and general principles of equity
        (whether considered in a proceeding in equity or law).

       

      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
        execution, delivery and per

       


      
        
          
          

        

        
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      formance
        by the Borrower of this Agreement or any other Credit Document, except those
        as
        have been duly obtained and as are (i) in full force and effect, (ii) sufficient
        for their purpose, (iii) not subject to any pending or, to the knowledge
        of the
        Borrower, threatened appeal or other proceeding seeking reconsideration or
        review thereof, (iv) filings and recordings in respect of the Liens created
        pursuant to the Security Documents and (v) such licenses, approvals,
        authorizations or consents the failure of which to obtain or make could not
        reasonably be expected to have a Material Adverse Change.

       

      
        	
                 

              	
                SECTION
                  3.05.

              	
                Financial
                  Statements.

              


      

       

      (a)           (i)  The
        consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
        as
        of December 31, 2006 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 the Borrower’s Annual Report on Form 10-K, and
        (ii) the unaudited consolidated balance sheet of the Borrower and its
        Consolidated Subsidiaries as of the end of each fiscal quarter of each of
        the
        first two fiscal quarters of the 2007 fiscal year and related consolidated
        statements of income, retained earnings and cash flows for each such fiscal
        quarter and for the elapsed portion of the 2007 fiscal year, copies of which
        have been made available to each of the Lenders and the Fronting Banks, present
        fairly, in all material respects, the consolidated financial position of
        the
        Borrower and its Consolidated Subsidiaries as of such date and their
        consolidated results of operations and cash flows for the period ending on
        such
        date in conformity with GAAP.

       

      (b)           Except
        as set forth in the financial
        statements or other reports of the type referred to in Section 5.03 hereof
        and that have been made available to the Lenders and the Fronting Banks on
        or
        prior to the date of this Agreement (collectively, the “ Borrower
        Information”), since
        the Closing Date, there has
        been no Material Adverse Change.

       

      
        	
                 

              	
                SECTION
                  3.06.

              	
                Litigation.

              


      

       

      Except
        as set forth as such in
        the Borrower Information,
        there is no action, suit or arbitral or governmental proceeding pending against,
        or to the knowledge of the Borrower threatened against, the Borrower 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
        that could reasonably be expected to result in a Material Adverse
        Change.

       

      
        	
                 

              	
                SECTION
                  3.07.

              	
                Federal
                  Reserve Regulations.

              


      

       

      Neither
        the making of any Loan hereunder nor the use of the proceeds thereof will
        violate the provisions of Regulation T, U or X of the Board.

       

      SECTION
        3.08.                                           Investment
        Company Act.

       

      None
        of
        the Borrower or any of its Subsidiaries is an “investment company” as defined
        in, or subject to regulation under, the Investment Company Act of 1940, as
        amended.

       


      
        
          
          

        

        
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      SECTION
        3.09.                                           No
        Material Misstatements.

       

      No
        report, financial statement or other written information furnished by or
        on
        behalf of the Borrower to the Agent, any Fronting Bank or any Lender pursuant
        to
        or in connection with this Agreement contained any material misstatement
        of fact
        or omitted any material fact necessary to make the statements therein, in
        the
        light of the circumstances under which they were made, not misleading;
provided that, with respect to projections and forward looking
        statements, the Borrower represents only that such information was prepared
        in
        good faith based upon assumptions and estimates believed to be reasonable
        at the
        time made and notes that whether or not such projections or forward looking
        statements are in fact achieved will depend upon future events some of which
        are
        not within the control of the Borrower and actual results may vary from the
        projections and such variations may be material and, accordingly, the Borrower
        gives no representation and warranty that such projections and forward looking
        statements will be achieved.

       

      
        	
                 

              	
                SECTION
                  3.10.

              	
                Taxes.

              


      

       

      Except
        where the failure of which could not be reasonably expected to have a Material
        Adverse Change, (a) each of the Borrower and each of its Subsidiaries has
        filed
        all federal, state and local and non-U.S. income tax returns required to
        be
        filed by it and has paid all material taxes payable by it that have become
        due,
        other than those (i) not yet delinquent or (ii) contested in good
        faith as to which adequate reserves have been provided to the extent required
        by
        law and in accordance with GAAP, (b) each of the Borrower and each of its
        Subsidiaries has provided adequate reserves in accordance with GAAP for the
        payment of, all federal, state, provincial and foreign taxes not yet due
        and
        payable and (c) each of the Borrower and each of its Subsidiaries has satisfied
        all of its tax withholding obligations.

       

      
        	
                 

              	
                SECTION
                  3.11.

              	
                Employee
                  Benefit Plans.

              


      

       

      Except
        as
        could not reasonably be expected, individually or in the aggregate to result
        in
        a Material Adverse Change with respect to each Plan, the Borrower, its
        Subsidiaries and its ERISA Affiliates are in compliance 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.  None of the Borrower, its
        Subsidiaries nor any ERISA Affiliate has incurred any Withdrawal Liability
        that
        could result in a Material Adverse Change.  None of the Borrower, its
        Subsidiaries 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.

       


      
        
          
          

        

        
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      SECTION
        3.12.                   Significant
        Subsidiaries.

       

      Each
        of
        the Borrower’s Significant Subsidiaries, if any, (a) is a corporation, limited
        liability company or other type of person duly incorporated or formed (as
        the
        case may be), validly existing and in good standing under the laws of its
        jurisdiction of incorporation, organization or formation (as the case may
        be)
        and (b) has all corporate, limited liability company, partnership or other
        (as
        the case may be) powers necessary to carry on its business substantially
        as now
        conducted, except where the failure to do so could not be reasonably expected
        to
        have a Material Adverse Change.  Each of the Borrower’s Significant
        Subsidiaries, if any, has all material governmental licenses, authorizations,
        consents and approvals required to carry on its business substantially as
        now
        conducted, except where the failure to do so could not be reasonably expected
        to
        have a Material Adverse Change.

       

      
        	
                 

              	
                SECTION
                  3.13.

              	
                Environmental
                  Matters.

              


      

       

      Except
        as set forth as such
        in or contemplated by the Borrower
        Information, the 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
        as such in or contemplated
        by the Borrower
        Information, none of the 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 as such
        in or contemplated by the Borrower
        Information, the facilities of the 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 as such in or contemplated by the
        Borrower Information, the Borrower is not aware of any events, conditions
        or
        circumstances involving environmental pollution or contamination that could
        reasonably be expected to result in a Material Adverse Change.

       

      
        	
                 

              	
                SECTION
                  3.14.

              	
                Solvency.

              


      

       

      The
        Borrower is Solvent.

       

      SECTION
        3.15.                      Properties.

       

      The
        Borrower has good and indefeasible title to or valid leasehold or easement
        interests in all properties that are necessary to the operation of its
        businesses as currently conducted, free

       


      
        
          
          

        

        
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      and
        clear
        of all Liens (other than Liens permitted by this Agreement) and except where
        the
        failure to have such good title could not reasonably be expected to have
        a
        Material Adverse Change.

       

      ARTICLE
        IV-A

       

      INITIAL
        EXTENSIONS OF CREDIT

       

      The
        Commitment of each Lender to make its initial Loan and of each Fronting Bank
        to
        issue its initial Letter of Credit on or after the date hereof is subject
        to the
        conditions that on or prior to the date of such Extension of
        Credit:

       

      SECTION
        4.01                                Credit
        Documents.  The Agent shall have received this Agreement, executed
        and delivered by a duly authorized officer of the Borrower, the Collateral
        Agent, each Lender and each Fronting Bank.

       

      SECTION
        4.02.                                           Legal
        Opinions.

       

      The
        Agent
        shall have received favorable written legal opinion of Simpson Thacher &
Bartlett LLP, counsel to the Borrower, in each case dated the date hereof,
        addressed to the Agent, the Fronting Bank and the Lenders and in form and
        substance satisfactory to the Agent.

       

      SECTION
        4.03.                                           Debt
        Repayments.

       

      The
        Refinancings, including the repayment of all Repaid Indebtedness and the
        termination of all Liens and commitments relating thereto, shall have been
        (or
        shall simultaneously be) consummated.

       

      SECTION
        4.04.                                           Representations
        and Warranties.

       

      On
        the
        Closing Date, (a) there shall be no breach of any representation made by
        the Parent in the Acquisition Agreement that is (i) material to the
        interests of the Lenders and (ii) the breach of which would give Texas
        Energy Future Holdings Limited Partnership and/or Newco the right to terminate
        their respective obligations thereunder, and (b) the representations and
        warranties made by the Borrower in Sections 3.01(i) and (iv), Section 3.03,
        Section 3.07 and Section 3.08, as they relate to the Borrower at such time,
        shall be true and correct in all material respects.

       

      SECTION
        4.05.                                           Closing
        Certificates.

       

      With
        respect to the Borrower, the Agent shall have received (i) a copy of the
        certificate of formation, including all amendments thereto, certified as
        of a
        recent date by the Secretary of State of the state of Delaware, and a
        certificate as to the good standing of the Borrower as of a recent date from
        such Secretary of State; (ii) a certificate of the Secretary or an Assistant
        Secretary or analogous officer of the Borrower, dated the date of this Agreement
        and certifying (A) that attached thereto is a true and complete copy of the
        limited liability company agreement or other applicable organizational document
        as in effect on such date and at all times since a date prior to the date
        of the
        resolutions described in clause (B) below, (B) that attached thereto are
        true
        and complete copies of resolutions duly adopted by the Board of Directors
        (or
        any duly authorized committee thereof) authorizing the execution and delivery
        by
        the Borrower of this

       


      
        
          
          

        

        
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      Agreement,
        the Extensions of Credit to be made hereunder and the performance by the
        Borrower of all of its obligations hereunder, and that such resolutions have
        not
        been modified, rescinded or amended and are in full force and effect, (C)
        that
        the certificate of formation 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 and any other
        document delivered in connection herewith on behalf of the Borrower; and
        (iii) a
        certificate of another officer as to the incumbency and specimen signature
        of
        the Secretary or Assistant Secretary or analogous officer executing the
        certificate pursuant to (ii) above.

       

      SECTION
        4.06.                                           Fees.

       

      The
        Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named
        in the
        Letter Agreements shall have received payment of all fees and reimbursements
        of
        all expenses for which invoices have been presented as and when due on or
        prior
        to the date of the initial Extension of Credit pursuant to the terms of this
        Agreement or the Letter Agreements.

       

      SECTION
        4.07.                                           PATRIOT
        Act.

       

      The
        Joint
        Lead Arrangers and Bookrunners shall have received such documentation and
        information as is reasonably requested in writing at least 10 days prior
        to the
        Closing Date by the Agent about the Borrower mutually agreed to be required
        by
        U.S. regulatory authorities under applicable “know your customer” and anti-money
        laundering rules and regulations, including, without limitation, the Patriot
        Act.

       

      SECTION
        4.08.                                           Merger.

       

      Concurrently
        with the initial Extension of Credit hereunder, the Merger shall have been
        consummated in accordance with the terms of the Acquisition Agreement, without
        giving effect to any modifications, amendments or express waivers thereto
        that
        are materially adverse to the Lenders (including, without limitation, the
        definition of, and representations, warranties and conditions relating to,
        the
        absence of any “Company Material Adverse Change” therein) without the reasonable
        consent of the Joint Lead Arrangers and Bookrunners.

       

      SECTION
        4.09.                                           Equity
        Investment.

       

      The
        Equity Contribution, which, to the extent constituting Stock or Stock
        Equivalents of the Parent other than common Stock, shall be on terms and
        conditions and pursuant to documentation reasonably satisfactory to the Joint
        Lead Arrangers and Bookrunners to the extent material to the interests of
        the
        Lenders, in an amount not less than the Minimum Equity Amount shall have
        been
        made, or substantially simultaneously with the initial Extension of Credit
        hereunder, shall be made.

       


      
        
          
          

        

        
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      ARTICLE
        IV-B

       

      CONDITIONS
        FOR ALL EXTENSIONS OF CREDIT

       

      The
        Commitment of each Lender to make each Loan and of each Fronting Bank to
        make
        each Extension of Credit relating to a Letter of Credit hereunder (other
        than
        any Mandatory Borrowing and Extensions of Credit made on the Closing Date)
        shall
        be subject to the satisfaction of the following conditions precedent on the
        date
        of such Extension of Credit:

       

      (a)           The
        Agent, the Swingline Lender and the relevant Fronting Bank, if applicable,
        shall
        have received from the Borrower a notice requesting such Extension of Credit
        as
        required by Section 2.03, Section 2.17 or 2.18, as applicable and certifying
        that the matters set forth in subsections (b) and (c) below are true and
        correct
        as of such date.

       

      (b)           The
        representations and warranties of the Borrower set forth in Article III hereof
        (except, in the case of any Extension of Credit that does not increase the
        aggregate principal amount of the Outstanding Credits to the Borrower, the
        representations set forth in Sections 3.05(b), 3.06, 3.11 and 3.13) shall
        be
        true and correct in all material respects on and as of the date of such
        Extension of Credit 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.  Notwithstanding the foregoing, the representations and
        warranties set forth in Section 3.05(b) shall not be required to be made
        pursuant to this subsection (b) by the Borrower, if, at the time of such
        Extension of Credit, the Borrower’s Applicable Rating Level is at Level 1, 2 or
        3.

       

      (c)           At
        the time of and immediately after such Extension of Credit, no Default or
        Event
        of Default shall have occurred and be continuing at the time of such Extension
        of Credit or would result from the making of such Extension of
        Credit.

       

      Each
        Extension of Credit shall be deemed to constitute a representation and warranty
        by the Borrower on the date of such Extension of Credit as to the matters
        specified in subsections (b) and (c) above.

       

      ARTICLE
        V

       

      COVENANTS

       

      The
        Borrower agrees that, so long as any Lender has any Commitment hereunder,
        any
        Fronting Bank has any obligation to issue Letters of Credit hereunder, any
        Letter of Credit remains available to be drawn or any amount payable hereunder
        remains unpaid:

       

      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 existence
        and all rights, licenses, permits, franchises and authorizations necessary
        or
        desirable in the normal conduct of its business except to the extent that
        the
        failure to do so could not reasonably be expected to have a Material Adverse
        Change; provided, however, that the Borrower and its Significant
        Subsidiaries may consummate any transaction expressly permitted pursuant
        to
        Section 5.09.

       


      
        
          
          

        

        
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      SECTION
        5.02.                    Compliance
        With Laws; 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 (i) where the validity or applicability
        of such laws, rules, regulations or orders is being contested by appropriate
        proceedings in good faith or (ii) where the failure to do so could not
        reasonably be expected to have a Material Adverse Change; and at all times
        maintain and preserve all property material to the conduct of its business
        in
        good working order, ordinary wear and tear excepted, except to the extent
        that
        the failure to do so could not reasonably be expected to have a Material
        Adverse
        Change.

       

      
        	
                 

              	
                SECTION
                  5.03.

              	
                Financial
                  Statements, Reports, Etc.

              


      

       

      It
        will
        furnish to the Agent, each Lender and each Fronting Bank:

       

      (a)           as
        soon as available and in any event within 120 days after the end of each
        fiscal
        year of the Borrower, a consolidated balance sheet of the Borrower 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
        SEC by Deloitte & Touche LLP or other independent public accountants of
        nationally recognized standing;

       

      (b)           as
        soon as available and in any event within 75 days after the end of each of
        the
        first three quarters of each fiscal year of the Borrower, a consolidated
        balance
        sheet of the Borrower 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 the Borrower’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 the Borrower’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 the Borrower;

       

      (c)           simultaneously
        with any delivery of each set of financial statements referred to in subsections
        (a) and (b) above, a certificate of a Financial Officer of the Borrower (i)
        setting forth in reasonable detail the calculations required to establish
        whether the Borrower was in compliance with the covenant contained in Section
        5.12 on the date of such financial statements, and (ii) stating whether any
        Default or Event of Default exists on the date of such certificate and, if
        any
        Default or Event of Default then exists, setting forth the details thereof
        and
        the action that the Borrower is taking or proposes to take with respect
        thereto;

       

      (d)           simultaneously
        with the delivery of each set of financial statements referred to in subsection
        (a) above, a statement of the firm of independent public accountants that
        reported on such statements (i) stating whether anything has come to their
        attention to cause them to believe that any Default or Event of Default existed
        on the date of such statements and (ii) confirming

       


      
        
          
          

        

        
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      the
        calculations set forth in the Financial Officer’s certificate delivered
        simultaneously therewith pursuant to subsection (c) above;

       

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

       

      (f)           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 that the Borrower shall have filed with
        the
        SEC, or any Governmental Authority succeeding to any of or all the functions
        of
        the SEC;

       

      (g)           as
        promptly as practicable after 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 that would 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; (ii) 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 (iii) 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 in each of (i), (ii)
        and
        (iii) as could reasonably be expected to result in a Material Adverse Change;
        and

       

      (h)           promptly,
        from time to time, such additional information regarding the financial position
        or business of the Borrower and its Subsidiaries as the Agent, at the request
        of
        any Lender or any Fronting Bank, may reasonably request in writing.

       

      
        	
                 

              	
                SECTION
                  5.04.

              	
                Insurance.

              


      

       

      It
        will,
        and will cause each of its Subsidiaries to, at all times maintain in full
        force
        and effect, pursuant to self-insurance arrangements or with insurance companies
        that the Borrower believes (in the good faith judgment of the management
        of the
        Borrower, as applicable) are financially sound and responsible at the time
        the
        relevant coverage is placed or renewed, insurance in at least such amounts
        (after giving effect to any self-insurance which the Borrower believes (in
        the
        good faith judgment of management of the Borrower, as applicable) is reasonable
        and prudent in light of the size and nature of its business) and against
        at
        least such risks (and with such risk retentions) as the Borrower believes
        (in
        the good faith judgment of management of the Borrower, as applicable) is
        reasonable and prudent in light of the size and nature of its business; and
        will
        furnish to the Agent, upon written reasonable request from the Agent,
        information presented in reasonable detail as to the insurance so
        carried.

       

      
        	
                 

              	
                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

       


      
        
          
          

        

        
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      profits
        or in respect of its property, 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 or any Fronting Bank
        to
        visit and inspect its properties and to discuss its affairs, finances and
        condition with its officers; provided that, excluding any such visits and
        inspections during the continuation of an Event of Default (a) only the Agent,
        whether on its own or in conjunction with the Required Lenders, may exercise
        rights of the Agent and the Lenders under this Section 5.06, (b) the Agent
        shall
        not exercise such rights more than two times in any calendar year and (c)
        only
        one such visit shall be at the Borrower’s expense; provided 
further that when an Event of Default exists, the Agent (or any
        of
        its representatives or independent contractors) or any representative of
        the
        Required Lenders may do any of the foregoing at the expense of the Borrower
        at
        any time during normal business hours and upon reasonable advance
        notice.

       

      
        	
                 

              	
                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 or the Letters of Credit for purposes other than (i) the repayment
        of the existing commercial paper program, revolving credit facilities and
        other
        Indebtedness of the Borrower or any of its Subsidiaries in connection with
        the
        Transaction and (ii) for working capital and other general corporate purposes
        and the refinancing of short-term borrowings used for working capital and
        other
        general corporate purposes.

       

      SECTION
        5.09.                     Consolidations,
        Mergers, Sales and Acquisitions of Assets and Investments in
        Subsidiaries.

       

      (a)           It
        will not, and will not permit any of its Significant Subsidiaries to,
        consolidate or merge with or into any person unless (i) in the case of any
        such
        transaction involving the Borrower, the surviving person is the Borrower
        or
        another person formed 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
        the Borrower hereunder and (ii) in the case of any such transaction involving
        any Significant Subsidiary, the survivor is the Borrower, such Significant
        Subsidiary or a Wholly Owned Subsidiary of the Borrower (or a person which
        as a
        result of such transaction becomes a Wholly Owned Subsidiary of the
        Borrower).

       


      
        
          
          

        

        
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      (b)           It
        will not, and will not permit any of its Significant Subsidiaries to, make
        a
        Significant Disposition to any person unless (i) such Significant Disposition
        is
        made to the Borrower, a Wholly Owned Subsidiary of the Borrower or a person
        that, as a result of such transaction, becomes a Wholly Owned Subsidiary
        of the
        Borrower, (ii) the proceeds of such Significant Disposition are reinvested
        in
        the business of the Borrower or any of its Subsidiaries or are used to
        permanently reduce the indebtedness of the Borrower or any of its Subsidiaries
        or (iii) such Significant Disposition is of any Qualified Transition Bond
        Issuer.

       

      (c)           Notwithstanding
        anything to the contrary contained in this Section, (i) the Borrower will
        not in
        any event permit any 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 such transaction, (ii) neither the Borrower nor
        any of
        its Subsidiaries will engage to a Substantial extent in businesses other
        than
        those currently conducted by them and other businesses reasonably related
        thereto and (iii) neither the Borrower 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, the Borrower would
        not be
        in compliance with the covenant set forth in Section 5.12 and (iv) nothing
        in
        this Section shall prohibit any sales of assets permitted by Section
        5.10(d).

       

      (d)           Nothing
        is this Section shall prohibit the consummation of the Transaction.

       

      
        	
                 

              	
                SECTION
                  5.10.

              	
                Limitations
                  on Liens.

              


      

       

      Neither
        the Borrower nor any of its Significant Subsidiaries 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 the Borrower or any such 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 thereof 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
        of
        the Borrower to secure indebtedness owing by it to the Borrower or any Wholly
        Owned Subsidiary of the Borrower; or

       

      (b)           Liens
        (including capital leases) in respect of property acquired by the Borrower
        or
        any Significant Subsidiary thereof, to secure the purchase price, or the
        cost of
        construction and development, of such property (or to secure indebtedness
        incurred prior to, at the time of, or within 120 days after the later of
        the
        acquisition of such property and the commencement of operation of such property,
        in each case for the purpose of financing the acquisition, or the cost of
        construction and development, of such property), or Liens existing on any
        such
        property at the time of acquisition of such property by the Borrower or such
        Significant Subsidiary, whether or not assumed, or any Lien in respect of
        property of any person existing at the time such person becomes a Subsidiary
        of
        the Borrower; 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 (A) the aggregate
        principal amount of Indebtedness secured by all

       


      
        
          
          

        

        
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      Liens
        in
        respect of any such property shall not exceed the cost (as determined by the
        board of directors or analogous governing body of the Borrower 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 person becomes a Subsidiary of the Borrower the fair market
        value, as so determined of such property at such time), and (B) at the time
        of
        the acquisition of the property by the Borrower or such Significant Subsidiary,
        or at the time such person becomes a Subsidiary of the Borrower, 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)           modifications,
        replacements, refundings or extensions of any Lien permitted in subsection
        (b),
        (e), (n), (o) or (p) hereof 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 (or analogous governing body) of the Borrower 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 the Borrower or any Significant Subsidiary
        thereof) made in any one calendar year shall not exceed $50,000,000 in the
        aggregate for the Borrower and its Significant Subsidiaries; or

       

      (e)           Liens
        on Receivables Facility Assets in respect of any Permitted Receivables
        Financing; or

       

      (f)           Liens
        securing securities issued after the Closing Date under any of the indentures
        for the Existing Notes equally and ratably with the Obligations; or

       

      (g)           any
        Lien not otherwise permitted hereunder (whenever incurred) on assets owned
        by
        the Borrower or any Subsidiary thereof securing Indebtedness of the Borrower
        or
        Subsidiary in an aggregate amount not to exceed at any one time outstanding
        the
        greater of 10% of the Borrower’s Net Tangible Assets or 10% of Capitalization;
        or

       

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

       

      (i)           Liens
        in respect of any Permitted Sale Leasebacks; or

       

      (j)           [Reserved];
        or

       

      (k)           any
        Lien in existence on the Closing Date and set forth on Schedule 5.10 and
        any
        Lien granted as a replacement or substitute therefor; provided that any
        such replacement or sub-

       


      
        
          
          

        

        
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      stitute
        Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater
        than that secured on the Closing Date and (ii) does not encumber any
        property other than the property subject thereto on the Closing Date;
        or

       

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

       

      (m)           Permitted
        Encumbrances; or

       

      (n)           the
        Liens in favor of the Agent for the benefit of the Secured Parties under
        the
        Security Documents; or

       

      (o)           any
        Lien incurred in connection with the issuance of Qualified Transition Bonds;
        or

       

      (p)           Liens
        securing the Existing Notes equally and ratably with the Obligations and
        any
        Lien granted pursuant to Section 1007 of the indentures for the Existing
        Notes
        in favor of the trustee under such indenture; or

       

      (q)           Liens
        on the Mortgaged Property or any part thereof which are granted by the Borrower
        to secure duties or public or statutory obligations or to secure, or serve
        in
        lieu of, surety, stay on appeal bonds.

       

      SECTION
        5.11.                                           Reserved.

       

      SECTION
        5.12.                                           Debt
        to Total Capitalization Ratio.

       

      The
        Borrower will not, as of the end of each quarter of each of its fiscal years,
        permit the ratio of its Consolidated Senior Debt to its Consolidated Total
        Capitalization to be greater than 0.65 to 1.00.

       

      SECTION
        5.13.                                           Reserved.

       

      SECTION
        5.14.                                           Reserved.

       

      SECTION
        5.15.                                           Reserved.

       

      SECTION
        5.16.                                           Further
        Assurances.  Subject
        to Section 5.17:

       

      (a)           The
        Borrower will execute any and all further documents, financing statements,
        agreements and instruments, and take all such further actions (including
        the
        filing and recording of financing statements, fixture filings, mortgages,
        deeds
        of trust and other documents) that may be required under any Applicable Law,
        or
        that the Collateral Agent or the Required Lenders may reasonably request,
        in
        order to grant, preserve, protect and perfect the validity and priority of
        the
        security interests created or intended to be created by the applicable Security
        Documents, all at the expense of the Borrower.

       


      
        
          
          

        

        
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      (b)           The
        Mortgage shall contain provisions for the creation of a Lien encumbering
        or
        covering property acquired by the Borrower after the execution of the Mortgage,
        including all property of the type or character described in the Mortgage
        and
        acquired or constructed by the Borrower for the transmission and distribution
        of
        electric energy, subject to provisions in an indenture for the Existing Notes
        limiting the extent of any Lien on property owned or acquired by a successor
        company (1203) or acquired by the Borrower as the result of a merger in which
        the Borrower is the surviving entity (1205), or in interests retained by
        the
        Borrower in property released from the Mortgage (1810(d)).  From time
        to time, but not more often than once in any calendar year, the Collateral
        Agent
        may request the Borrower to identify property of the type or character described
        in the Mortgage and acquired or constructed by the Borrower after the date
        of
        the Mortgage, including any owned Real Property (but not any leased Real
        Property), and, if requested by the Collateral Agent, the Borrower will cause
        such after-acquired or constructed property to be described in an amendment
        of
        the Mortgage, consistent with the applicable requirements of the Security
        Documents, including actions described in paragraph (a) of this Section 5.16,
        all at the expense of the Borrower.

       

      (c)           Any
        Mortgage delivered to the Collateral Agent in accordance with the preceding
        clause (b) shall be accompanied by those items set forth on Schedule 5.17
        hereof
        to the extent that the items on Schedule 5.17 are customary for the type
        of
        assets covered by such Mortgage. Any items that are customary for the type
        of
        assets covered by such Mortgage may be delivered within a commercially
        reasonable period of time after the delivery of a Mortgage if they are not
        reasonably available at the time the Mortgage is delivered.

       

      (d)           Notwithstanding
        anything herein to the contrary, if the Collateral Agent determines in its
        reasonable judgment (confirmed in writing to the Borrower and the Agent)
        that
        the cost or other consequences (including adverse tax and accounting
        consequences) of creating or perfecting any Lien on any property is excessive
        in
        relation to the benefits afforded to the Secured Party thereby, then such
        property may be excluded from the Collateral for all purposes of the Credit
        Documents.

       

      SECTION
        5.17.                                           Post-Closing
        Matters.

       

      Within
        a
        commercially reasonable time after the Closing Date, execute and deliver
        the
        documents and complete the tasks set forth on Schedule 5.17.

       

      


       

      ARTICLE
        VI

       

      EVENTS
        OF DEFAULT

       

      In
        case
        of the happening of any of the following events (each an “Event of
        Default”):

       

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

       


      
        
          
          

        

        
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      (b)           default
        shall be made by the Borrower in the payment of any principal of any Outstanding
        Credit 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 the Borrower in the payment of any interest on any Outstanding
        Credit or any Fee or any other amount (other than an amount referred to in
        subsection (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 the Borrower in the due observance or performance of any
        covenant, condition or agreement contained in Section 5.01 or 5.12;

       

      (e)           default
        shall be made by the Borrower or any Subsidiary (i) in the due observance
        or
        performance of any covenant, condition or agreement contained in Section
        5.03
        and such default shall continue unremedied for a period of 5 days or (ii)
        in the
        due observance or performance of any covenant, condition or agreement contained
        herein (other than those specified in (b), (c), (d) or (e)(i) above) or in
        the
        Letter Agreements and such default shall continue unremedied for a period
        of 30
        days after notice thereof from the Agent at the request of any Lender to
        the
        Borrower;

       

      (f)           (i)
        Holdings amends, waives, otherwise modifies or violates Section 8 of its
        limited
        liability company agreement (provided that Holdings may own stock of other
        entities) or (ii) the Borrower or Holdings (in its capacity as the sole member
        of the Borrower) amends, waives, otherwise modifies or violates Section 10(i)
        or
        the director independence provisions of, in each case, the applicable limited
        liability company agreement as in effect as of the date hereof in a manner
        that
        is material and adverse to Lenders;

       

      (g)           the
        Borrower or any Subsidiary thereof 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 $50,000,000, 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 accelerated or 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 the
        Borrower or any Significant Subsidiary thereof, or of a substantial part
        of the
        property or assets of the Borrower or any Significant Subsidiary thereof,
        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) the appointment of a receiver, trustee, custodian,
        sequestrator, conservator or similar official for the Borrower or any
        Significant Subsidiary thereof or for a substantial part of the property
        or
        assets of the Borrower or any Significant Subsidiary thereof or (iii) the
        winding up or liquidation of the Borrower or any Significant Subsidiary thereof;
        and such pro-

       


      
        
          
          

        

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

       

      (i)           the
        Borrower or any Significant Subsidiary thereof 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 the Borrower or any
        Significant Subsidiary thereof 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 the Borrower or any Subsidiary
        thereof or any combination thereof (to the extent not paid or covered by
        insurance provided by a carrier not disputing coverage) and such judgment
        or
        order shall remain undischarged or unstayed for a period of 60 days, or any
        action shall be legally taken by a judgment creditor to levy upon assets
        or
        properties of the Borrower or any Subsidiary thereof 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;

       

      (m)           Reserved;

       

      (n)           Reserved;

       

      (o)           any
        Security Document pursuant to which the assets of Borrower are pledged as
        Collateral or any material provision thereof shall cease to be in full force
        or
        effect (other than pursuant to the terms hereof or thereof) or the Borrower
        shall deny or disaffirm in writing its obligations under any Security Document;
        or

       

      (p)           any
        Mortgage or any material provision of any Mortgage relating to any material
        portion of the Collateral shall cease to be in full force or effect (other
        than
        pursuant to the terms hereof or thereof, including a release by the Collateral
        Agent of all or a portion of the property covered thereby) or the Borrower
        shall
        deny or disaffirm in writing its obligations under any Mortgage;

       

      then,
        and
        in every such event, and at any time thereafter during the continuance of
        such
        event, the Agent, at the request of the Required Lenders, shall, by notice
        to
        the Borrower, take one or all of the following actions, at the same or different
        times:  (i) terminate forthwith the right of the

       


      
        
          
          

        

        
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      Borrower
        to request and receive Extensions of Credit; and (ii) declare the Loans of
        the
        Borrower 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 the Borrower accrued hereunder, shall become forthwith due
        and
        payable, without presentment, demand, protest or any other notice of any
        kind,
        all of which are hereby expressly waived, anything contained herein to the
        contrary notwithstanding; provided that in the case of any event
        described in subsection (h) or (i) above affecting the Borrower, the right
        of
        the Borrower to request and receive Extensions of Credit shall automatically
        terminate and the principal of the Loans then outstanding of the Borrower,
        together with accrued interest thereon and any unpaid accrued Fees and all
        other
        liabilities of the 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 the Borrower, anything contained
        herein to the contrary notwithstanding.

       

      Notwithstanding
        anything to the contrary contained herein, no notice given or declaration
        made
        by the Agent pursuant to this Article VI shall affect (i) the obligation
        of any
        Fronting Bank to make any payment under any Letter of Credit issued by such
        Fronting Bank in accordance with the terms of such Letter of Credit or (ii)
        the
        obligations of each Lender in respect of each such Letter of Credit;
provided, however, that upon the occurrence and during the
        continuance of any Event of Default, the Agent shall at the request, or may
        with
        the consent, of the Required Lenders, upon notice to the Borrower, require
        the
        Borrower to deposit with the Agent an amount in the cash collateral account
        (the
“Cash Collateral Account”) described below equal to
        the aggregate maximum amount available to be drawn under all Letters of Credit
        issued for the account of the Borrower and outstanding at such
        time.  Such Cash Collateral Account shall at all times be free and
        clear of all rights or claims of third parties.  The Cash Collateral
        Account shall be maintained with the Agent or at a depositary bank acting
        on
        behalf of the Agent in the name of, and under the sole dominion and control
        of,
        the Agent, and amounts deposited in the Cash Collateral Account shall bear
        interest at a rate equal to the rate generally offered by JPMorgan Chase
        or such
        depositary bank, as the case may be, for deposits equal to the amount deposited
        by the Borrower in the Cash Collateral Account, for a term to be determined
        by
        the Agent in its sole discretion.  The Borrower hereby grants to the
        Agent for the benefit of the Fronting Banks and the Lenders a Lien on, and
        hereby assigns to the Agent for the benefit of the Fronting Banks and the
        Lenders all of its right, title and interest in, the Cash Collateral Account
        and
        all funds from time to time on deposit therein to secure its reimbursement
        obligations in respect of Letters of Credit issued for its
        account.  If any drawings then outstanding or thereafter made are not
        reimbursed in full immediately upon demand or, in the case of subsequent
        drawings, upon being made, then, in any such event, the Agent may apply the
        amounts then on deposit in the Cash Collateral Account, in such priority
        as the
        Agent shall elect, toward the payment in full of any or all of the Borrower’s
        obligations hereunder as and when such obligations shall become due and payable,
        regardless of whether the amounts to be so applied were deposited by the
        Borrower for the account of which the Letter(s) of Credit then being drawn
        were
        issued.  Upon payment in full, after the termination of the Letters of
        Credit, of all such obligations, the Agent will repay and reassign to the
        Borrower any cash then on deposit in the Cash Collateral Account and the
        Lien of
        the Agent on the Cash Collateral Account and the funds therein shall
        automatically terminate.

       


      
        
          
          

        

        
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      ARTICLE
        VII

       

      THE
        AGENT

       

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

       

      (b)           Neither
        the Agent nor 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 Borrower of any of
        the
        terms, conditions, covenants or agreements contained in this
        Agreement.  The Agent shall not be responsible to the Lenders or the
        Fronting Banks for the due execution, genuineness, validity, enforceability
        or
        effectiveness of this Agreement or other instruments or
        agreements.  The Agent may deem and treat the Lender or the Fronting
        Bank that makes any Extension of Credit as the holder of the indebtedness
        resulting therefrom for all purposes hereof until it shall have received
        notice
        from such Lender or such Fronting Bank, given as provided herein, of the
        transfer thereof.  The Agent 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 and the Fronting Banks.  The Agent 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.  Neither the Agent nor any of its directors, officers,
        employees or agents shall have any responsibility to the Borrower or any
        Subsidiary on account of the failure of or delay in performance or breach
        by any
        Lender or any Fronting Bank of any of its obligations hereunder or to any
        Lender
        or any Fronting Bank on account of the failure of or delay in performance
        or
        breach by any other Lender, any Fronting Bank or the Borrower or any Subsidiary
        of any of their respective obligations hereunder or in connection
        herewith.  The Agent 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.

       


      
        
          
          

        

        
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      (c)           The
        Lenders and the Fronting Banks hereby acknowledge that the Agent shall not
        be
        under any 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.

       

      (d)           Subject
        to the appointment and acceptance of a successor Agent as provided below,
        the
        Agent may resign at any time by notifying the Lenders, the Fronting Banks
        and
        the Borrower.  Upon any such resignation, the Required Lenders shall
        have the right to appoint a successor Agent acceptable to the
        Borrower.  If no successor shall have been so appointed by the
        Required Lenders and shall have accepted such appointment within 30 days
        after
        the Agent gives notice of its resignation, then the Agent may, on behalf
        of the
        Lenders and the Fronting Banks, 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 Agent
        shall
        be discharged from its duties and obligations hereunder.  After the
        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 the Agent.

       

      (e)           With
        respect to the Extensions of Credit made by it hereunder, the Agent, in its
        individual capacity and not as Agent, shall have the same rights and powers
        as
        any other Lender and may exercise the same as though it were not the Agent,
        and
        the Agent and its Affiliates may accept deposits from, lend money to and
        generally engage in any kind of business with the Borrower or any Subsidiary
        or
        other Affiliate thereof as if it were not Agent.

       

      (f)           Each
        Lender agrees (i) to reimburse the Agent, on demand, in the amount of its
        pro
        rata share (based on its Commitment hereunder or, if all of the Commitments
        shall have been terminated, the amount of its percentage of Outstanding Credits)
        of any expenses incurred for the benefit of the Lenders or the Fronting Banks,
        in its role as Agent, including counsel fees and compensation of agents and
        employees paid for services rendered on behalf of the Lenders or the Fronting
        Banks, which shall not have been reimbursed by the Borrower and (ii) to
        indemnify and hold harmless the Agent 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 Agreement to the extent the same shall not have
        been
        reimbursed by the Borrower; provided that neither any Lender nor any
        Fronting Bank shall be liable to the 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 the Agent or any of its directors, officers, employees or
        agents.  Each Lender and each Fronting Bank agrees that any allocation
        made in good faith by the Agent of expenses or other amounts referred to
        in this
        subsection (f) shall be conclusive and binding for all purposes.

       

      (g)           Each
        Lender and each Fronting Bank acknowledges that it has, independently and
        without reliance upon the Agent or any other Lender or Fronting Bank, and
        based
        on such docu-

       


      
        
          
          

        

        
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      ments
        and
        information as it has deemed appropriate, made its own credit analysis and
        decision to enter into this Agreement.  Each Lender and each Fronting
        Bank also acknowledges that it will, independently and without reliance upon
        the
        Agent or any other Lender or Fronting Bank, 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.

       

      (h)           None
        of JPMSI, Citigroup, CS Securities, GSCP, Lehman and MSSF, by virtue of their
        designation as “Joint Lead Arrangers and Bookrunners” on the cover page of this
        Agreement, nor Citibank, by virtue of its designation as “Syndication Agent” on
        the cover page of this Agreement, nor CS, GSCP, the Lehman Lender or MSSF,
        by
        virtue of their designation as “Co-Documentation Agents” on the cover page of
        this Agreement shall have any duties, liabilities, obligations or
        responsibilities under this Agreement other than, if applicable, as the Agent,
        or as a Lender or as a Fronting Bank hereunder.

       

      (i)           Each
        Secured Party hereby further authorizes the Agent or Collateral Agent, as
        applicable, on behalf of and for the benefit of the Secured Parties, to be
        the
        agent for and representative of the Secured Parties with respect to the
        Collateral and the Security Documents.  Subject to Section 8.08,
        without further written consent or authorization from any Secured Party,
        the
        Agent or Collateral Agent, as applicable, may execute any documents or
        instruments necessary to in connection with a sale or disposition of assets
        permitted by this Agreement, release any Lien encumbering any item of Collateral
        that is the subject of such sale or other disposition of assets, or with
        respect
        to which Required Lenders (or such other Lenders as may be required to give
        such
        consent under Section 8.08) have otherwise consented (to the extent such
        consent
        is required).

       

      (j)           Anything
        contained in any of the Credit Documents to the contrary notwithstanding,
        the
        Borrower, the Agents and each Secured Party hereby agree that (i) no Secured
        Party shall have any right individually to realize upon any of the Collateral,
        it being understood and agreed that all powers, rights and remedies hereunder
        may be exercised solely by the Agent, on behalf of the Lenders in accordance
        with the terms hereof and all powers, rights and remedies under the Security
        Documents may be exercised solely by the Collateral Agent, on behalf of the
        Secured Parties, and (ii) in the event of a foreclosure by the Collateral
        Agent
        on any of the Collateral pursuant to a public or private sale or other
        disposition, the Collateral Agent or any Secured Party may be the purchaser
        or
        licensor of any or all of such Collateral at any such sale or other disposition
        and the Collateral Agent, as agent for and representative of the Secured
        Parties
        (but not any Lender or Lenders in its or their respective individual capacities
        unless Required Lenders shall otherwise agree in writing) shall be entitled,
        for
        the purpose of bidding and making settlement or payment of the purchase price
        for all or any portion of the Collateral sold at any such public sale, to
        use
        and apply any of the Obligations as a credit on account of the purchase price
        for any collateral payable by the Collateral Agent at such sale or other
        disposition.

       

      (k)           To
        the extent required by any applicable law, the Agent may withhold from any
        payment to any Lender an amount equivalent to any applicable withholding
        tax.  If the Internal Revenue Service or any other authority of the
        United States or other jurisdiction asserts a claim that the Agent did not
        properly withhold tax from amounts paid to or for the account of
        any

       


      
        
          
          

        

        
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      Lender
        for any reason (including, without limitation, because the appropriate form
        was
        not delivered or not property executed, or because such Lender failed to
        notify
        the Agent of a change in circumstance that rendered the exemption from, or
        reduction of withholding tax ineffective), such Lender shall indemnify and
        hold
        harmless the Agent (to the extent that the Agent has not already been reimbursed
        by the Borrower and without limiting the obligation of the Borrower to do
        so)
        for all amounts paid, directly or indirectly, by the Agent as tax or otherwise,
        including any interest, additions to tax or penalties thereto, together with
        all
        expenses incurred, including legal expenses and any other out-of-pocket
        expenses, whether or not such tax were correctly or legally imposed or asserted
        by the relevant Government Authority.  A certificate as to the amount
        of such payment or liability delivered to any Lender by the Agent shall be
        conclusive absent manifest error.

       

      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 facsimile,
        as
        follows:

       

      (a)           if
        to the Borrower, to c/o of Oncor Electric Delivery Company LLC, 1601 Bryan
        Street, Dallas, TX 75201, Attention: Treasurer (Facsimile No. (214)
        486-2067);

       

      (b)           if
        to JPMorgan Chase, as Agent, Swingline Lender or as Fronting Bank, to JPMorgan
        Chase Bank, N.A., Attention: Rose L. Salvacion, 1111 Fannin Street, 10th Floor,
        Houston,
        Texas 77002 (Facsimile No. (713) 427-6307);

       

      (c)           if
        to (i) Citibank, N.A., as a Fronting Bank, to Attention: Zorijana Migliorini
        ,
        390 Greenwich Street, New York 10013, (Fascimile No. (646)
        291-3258);

       

      (d)           if
        to a Lender, to it at its address (or facsimile number) set forth in the
        Register or in the Assignment and Acceptance pursuant to which such Lender
        became a party hereto.

       

      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
        facsimile or electronic mail 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 Borrower
        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 the Fronting Banks and shall survive the making
        by the Lenders and the Fronting Banks of the Extensions of Credit regardless
        of
        any investigation made by the Lenders or the Fronting Banks or on their behalf,
        and shall continue in full force and effect as long as there are any Outstanding
        Credits or

       


      
        
          
          

        

        
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      any
        Fee
        or any other amount payable under this Agreement is outstanding and unpaid
        or
        the Commitments have not been terminated or any Letter of Credit is available
        to
        be drawn.

       

      
        	
                 

              	
                SECTION
                  8.03.

              	
                Binding
                  Effect.

              


      

       

      This
        Agreement shall become effective when it shall have been executed by the
        Borrower, the Fronting Banks and the Agent and when the Agent shall have
        received copies hereof (via facsimile 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 Borrower shall not have the right to assign any
        rights
        hereunder or any interest herein without the prior consent of all the Lenders
        and the Fronting Banks.

       

      
        	
                 

              	
                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 its Outstanding Credits); provided, however,
        that (i) the Borrower (unless an Event of Default of the type described in
        Article VI(b), (c), (h) or (i) shall have occurred and be continuing), the
        Agent
        (except in the case of an assignment to a Lender), the Swingline Lender and
        the
        Fronting Banks must give their prior written consent (which shall not be
        unreasonably withheld) to such assignment (except in the case of an assignment
        by a Lender to an Affiliate of such Lender or another Lender), (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 Agent) shall not be less than $5,000,000 or,
        if
        the amount of the Commitment of the assigning Lender is less than $5,000,000,
        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 and (iv) the parties to
        each such assignment shall execute and deliver to the Agent an Assignment
        and
        Acceptance, and a processing and recordation fee of $3,500.  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 Agent (the Borrower 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 2.10, 2.15 and 8.05 af-

       


      
        
          
          

        

        
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      forded
        to
        such Lender prior to its assignment as well as to any Fees accrued for its
        account hereunder and not yet paid)).

       

      (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 Borrower or any
        Subsidiary or the performance or observance by the Borrower or any Subsidiary
        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 Agent, 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 the Agent
        to
        take such action as agent on its behalf and to exercise such powers under
        this
        Agreement as are delegated to the 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.

       

      (d)           The
        Agent shall maintain on behalf of the Borrower at one of its offices in the
        City
        of New York 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 Outstanding Credits of, 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 Borrower, the
        Fronting Banks, the Agent and the Lenders shall 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, the processing and recordation fee referred
        to
        in subsection (b) above and, if required, the written consent of the Borrower,
        the Fronting Banks and the Agent to such assignment, the 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 Borrower or the Agent sell participations
        to one or more banks or other entities in all or a portion of its rights
        and/or
        obligations un-

       


      
        
          
          

        

        
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      der
        this
        Agreement (including all or a portion of its Commitment, its Revolving Credit
        Loans, its Swingline Outstandings and its LC Outstandings); 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 2.10, 2.15 and 8.05 (subject to the
        requirements and limitations therein) 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, and (iv) the Borrower, the Agent, the Fronting Banks 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 Borrower under this Agreement and to approve any amendment,
        modification or waiver of any provision of this Agreement (other than
        amendments, modifications or waivers (w) releasing all or substantially all
        of
        the Collateral under the Security Documents, (x) decreasing any fees payable
        hereunder or the amount of principal of, or the rate at which interest is
        payable on, the Outstanding Credits, (y) extending any principal payment
        date or
        date fixed for the payment of interest on the Outstanding Credits or (z)
        increasing the Commitments participated or extending the
        Commitments).  Each Lender that sells a participation shall, acting
        solely for this purpose as an agent of the Borrower, maintain a register
        on
        which it enters the name and address of each participant and the principal
        amounts (and stated interest) of each participant’s interest in the Loans or
        other obligations under this Agreement (the “Participant
        Register”).  The entries in the Participant Register
        shall be conclusive absent manifest error, and such Lender shall treat each
        person whose name is recorded in the Participant Register as the owner of
        the
        participation in question for all purposes of this Agreement notwithstanding
        any
        notice to the contrary.

       

      (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 Borrower furnished to such Lender by or on behalf of the
        Borrower; 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.

       

      (h)           The
        Borrower 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 the 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, the 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 the Borrower by the assigning
        Lender
        hereunder.

       


      
        
          
          

        

        
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      (j)           Subject
        to the appointment and acceptance of a successor Fronting Bank as provided
        below, any Fronting Bank may resign at any time by notifying the Lenders
        and the
        Borrower.  Upon any such resignation, the Required Lenders shall have
        the right to appoint a successor Fronting Bank acceptable to the
        Borrower.  If no successor shall have been so appointed by the
        Required Lenders and shall have accepted such appointment within 30 days
        after
        the retiring Fronting Bank gives notice of its resignation, then the retiring
        Fronting Bank may appoint a successor Fronting Bank, 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 Fronting Bank
        hereunder by a successor bank, such successor shall succeed to and become
        vested
        with all the rights, powers, privileges and duties of the retiring Fronting
        Bank
        and the retiring Fronting Bank shall be discharged from its duties and
        obligations hereunder.  After a Fronting Bank’s resignation hereunder,
        the provisions of Sections 2.10, 2.15 and 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 Fronting Bank.

       

      
        	
                 

              	
                SECTION
                  8.05.

              	
                Expenses;
                  Indemnity.

              


      

       

      (a)           The
        Borrower agrees to pay all reasonable and documented out-of-pocket expenses
        (including reasonable fees, charges and disbursements of Cahill Gordon &
Reindel LLP and Haynes and Boone, LLP incurred by the Agent or the Joint
        Lead Arrangers in connection with the preparation, execution and delivery
        of
        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 the Borrower) (whether or not the transactions thereby contemplated
        are consummated), or incurred by the Agent, the Joint Lead Arrangers or any
        Lender in connection with the enforcement of their rights in connection with
        this Agreement (including in respect of workouts and restructurings) or in
        connection with the Extensions of Credit made hereunder, including the
        reasonable fees and disbursements of one counsel (unless in the good faith
        opinion of the Agent or such counsel, it would be inappropriate under applicable
        standards of legal professional conduct, due to an actual or potential conflict
        of interest, to have only one counsel), plus local counsel and, if necessary,
        one firm of regulatory counsel for the Agent or, in the case of enforcement
        following an Event of Default, the Lenders.  In addition to the
        foregoing, the Borrower shall pay or reimburse the Fronting Bank that issued
        such Letter of Credit for such reasonable, normal and customary costs and
        expenses as are incurred or charged by such Fronting Bank in issuing,
        negotiating, effecting payment under, amending or otherwise administering
        such
        Letter of Credit.

       

      (b)           The
        Borrower agrees to indemnify each Lender and each Fronting Bank against any
        loss, calculated in accordance with the next sentence, or reasonable expense
        that such Lender may sustain or incur as a consequence of (i) any failure
        by the
        Borrower to borrow or to refinance, convert or continue any Loan hereunder
        (including as a result of the 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, (ii) any payment, prepayment or conversion of a Eurodollar
        Loan of
        the Borrower, or assignment of a Eurodollar Loan of the 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,
        (iii) any default in payment or prepayment of the principal amount of any
        Outstanding Credit or any part thereof or interest accrued thereon, as and
        when
        due and payable (at

       


      
        
          
          

        

        
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      the
        due
        date thereof, whether by scheduled maturity, acceleration, irrevocable notice
        of
        prepayment or otherwise) or (iv) the occurrence of any Event of Default relating
        to the Borrower, 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.  Such loss shall include an amount equal to the excess, if any,
        as reasonably determined by such Lender, of (x) its cost of obtaining the
        funds
        for the Loan being paid, prepaid, refinanced, converted or not borrowed (assumed
        to be the LIBO Rate 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 Period for such Loan that would have commenced on the date of such
        failure) over (y) 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
        Borrower agrees to indemnify the Joint Lead Arrangers, the Agent, the Fronting
        Banks, each Lender, each of their Affiliates and the directors, officers,
        partners, employees and agents of the foregoing (each such person being called
        an “Indemnitee”) against, and to hold each Indemnitee
        harmless from, any and all costs, losses, claims, damages, liabilities and
        related expenses, including reasonable fees and expenses of one counsel for
        all
        Indemnitees (unless in the good faith opinion of the Agent or such counsel,
        it
        would be inappropriate under applicable standards of legal professional conduct,
        due to an actual or potential conflict of interest, to have only one counsel),
        incurred by or asserted against any Indemnitee arising out of the Borrower’s
        acts or omissions in connection with (i) the transactions pursuant to the
        Merger to which the Borrower is a party, (ii) preparation, execution, delivery,
        enforcement, performance and administration of this Agreement, (iii) the
        use of
        the proceeds of the Extensions of Credit or (iv) 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.  Notwithstanding the foregoing, 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,
        bad faith or willful misconduct of such Indemnitee or (ii) result from any
        litigation not involving an act or omission of the Borrower brought by an
        Indemnitee against another Indemnitee; provided, further, that
        the 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 subsection (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)           Neither
        the Borrower nor any Indemnified Party shall have any liability for any
        punitive, special, indirect or consequential damages resulting from this
        Agreement or any other

       


      
        
          
          

        

        
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      Credit
        Document or arising out of its activities in connection herewith or therewith
        (whether before or after the Closing Date).  No Indemnified Party
        shall be liable for any damages arising from the use by unintended recipients
        of
        any information or other materials distributed by it through telecommunications,
        electronic or other information transmission systems in connection with this
        Agreement or the other Credit Documents or the transactions contemplated
        hereby
        or thereby, except to the extent that such damages have resulted from the
        willful misconduct, bad faith or gross negligence of any Indemnified Party
        or
        any of its Related Parties (as determined by a final judgment of a court
        of
        competent jurisdiction).

       

      (e)           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 Outstanding
        Credits, the invalidity or unenforceability of any term or provision of this
        Agreement or any investigation made by or on behalf of the Agent, any Lender
        or
        any Fronting Bank.  All amounts due under this Section shall be
        payable on written demand therefor.

       

      (f)           A
        certificate of any Lender, any Fronting Bank or the Agent setting forth any
        amount or amounts that such Lender, such Fronting Bank or such Agent is entitled
        to receive pursuant to subsection (b) above 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 Borrower and shall be conclusive absent
        manifest error.

       

      
        	
                 

              	
                SECTION
                  8.06.

              	
                Right
                  of Setoff.

              


      

       

      If
        an
        Event of Default shall have occurred and be continuing, each Lender and each
        Fronting Bank 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 or such Fronting Bank
        to or
        for the credit or the account of the Borrower against any of and all the
        obligations of the Borrower now or hereafter existing under this Agreement
        held
        by such Lender, or such Fronting Bank (as the case may be), irrespective
        of
        whether or not such Lender or such Fronting Bank (as the case may be), shall
        have made any demand under this Agreement and although such obligations may
        be
        unmatured.  The rights of each Lender and each Fronting Bank under
        this Section are in addition to other rights and remedies (including other
        rights of setoff) which such Lender or such Fronting Bank 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 and Releases.

              


      

       

      (a)           No
        failure or delay of the Agent, any Fronting Bank 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

       


      
        
          
          

        

        
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      or
        power.  The rights and remedies of the Agent, the Fronting Banks and
        the Lenders hereunder are cumulative and are not exclusive of any rights
        or
        remedies that 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 subsection (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 the 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
        Borrower 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 reimbursement obligation in respect of a Letter
        of
        Credit or date for the payment of any Facility Fee, Utilization Fee or LC
        Fee,
        or waive or excuse any such payment or any part thereof, or decrease the
        rate of
        interest on any Loan or any reimbursement obligation in respect of a Letter
        of
        Credit, without the prior written consent of each Lender affected thereby,
        (ii)
        increase the Commitment of any Lender, decrease the Facility Fee, Utilization
        Fee or LC Fee payable to any Lender without the prior written consent of
        each
        Lender affected thereby, (iii) amend or modify the provisions of Section
        2.12,
        Section 2.13 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, (iv) release all or substantially all of the Collateral under the
        Security Documents, in either case without the prior written consent of each
        Lender or (v) change or waive any provision hereof relating to Swingline
        Loans
        (including the definition of “Swingline Commitment”), without the written
        consent of the Swingline Lender; providedfurther,
however, that no such agreement shall amend, modify
        or otherwise affect
        the rights or duties of the Agent or any Fronting Bank hereunder without
        the
        prior written consent of the Agent or the applicable Fronting Bank, as the
        case
        may be.  Each Lender and each Fronting Bank shall be bound by any
        waiver, amendment or modification authorized by this Section, and any consent
        by
        any Lender, the Agent or any Fronting Bank pursuant to this Section shall
        bind
        any assignee of its rights and interests hereunder.

       

      (c)           If,
        in connection with any proposed change, waiver, discharge or termination
        of the
        provisions of this Agreement as contemplated by Section 8.08(b), the
        consent of the Required Lenders is obtained but the consent of one or more
        of
        such other Lenders whose consent is required is not obtained, then Borrower
        or
        Agent shall have the right to replace all, but not less than all, of such
        non-consenting Lender or Lenders (so long as all non-consenting Lenders are
        so
        replaced) with one or more persons so long as at the time of such replacement
        each such new Lender consents to the proposed change, waiver, discharge or
        termination.  Each Lender agrees that, if Borrower or Agent elects to
        replace such Lender in accordance with this Section, it shall promptly execute
        and deliver to the Agent an Assignment and Acceptance to evidence such sale
        and
        purchase; provided that the failure of any such non-consenting Lender
        to execute an Assignment and Acceptance shall not render such sale and purchase
        (and the corresponding assignment) invalid and such assignment shall be recorded
        in the Register.

       

      (d)           The
        Lenders hereby irrevocably agree that the Liens granted to the Collateral
        Agent
        on any Collateral shall be automatically released (i) in full, upon the
        termination of this

       


      
        
          
          

        

        
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      Agreement
        and the payment of all Obligations hereunder (except for Hedging Obligations
        in
        respect of any Secured Hedging Agreement and contingent indemnification
        obligations in respect of which a claim has not yet been made), (ii) upon
        the sale or other disposition of such Collateral (including as part of or
        in
        connection with any other sale or other disposition permitted hereunder)
        to any
        Person, to the extent such sale or other disposition is made in compliance
        with
        the terms of this Agreement (and the Collateral Agent may rely conclusively
        on a
        certificate to that effect provided to it by the Borrower upon its reasonable
        request without further inquiry), (iii) to the extent such Collateral is
        comprised of property leased to the Borrower, upon termination (in accordance
        with the terms of this Agreement) or expiration of such lease, (iv) if the
        release of such Lien is approved, authorized or ratified in writing by the
        Required Lenders (or such other percentage of the Lenders whose consent may
        be
        required in accordance with this Section 8.08) and (v) as required to
        effect any sale or other disposition of Collateral in connection with any
        exercise of remedies of the Collateral Agent pursuant to the Collateral
        Documents.  Any such release shall not in any manner discharge, affect
        or impair the Obligations or any Liens (other than those being released)
        upon
        (or obligations (other than those being released) of the Borrower or its
        Subsidiaries in respect of) all interests retained by the Borrower or its
        Subsidiaries, including the proceeds of any sale, all of which shall continue
        to
        constitute part of the Collateral except to the extent otherwise released
        in
        accordance with the provisions of the Credit Documents.  The Lenders
        hereby authorize the Agent and the Collateral Agent, as applicable, to execute
        and deliver any instruments, documents, and agreements necessary or desirable
        to
        evidence and confirm the release of any Collateral pursuant to the foregoing
        provisions of this paragraph, all without the further consent or joinder
        of any
        Lender.  Any release of Collateral permitted by this Agreement or any
        of the Security Documents will be deemed not to impair the Liens created
        by the
        Security Documents in contravention thereof and any person that is required
        to
        deliver an officer’s certificate or opinion of counsel pursuant to Section
        314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing
        as a basis for delivery of such certificate or opinion.

       

      
        	
                 

              	
                SECTION
                  8.09.

              	
                Resignation
                  of Swingline Lender.

              


      

       

      The
        Swingline Lender may resign as Swingline Lender upon 60 days’ prior written
        notice to the Agent, the Lenders and the Borrower.  If the Swingline
        Lender shall resign, then the Borrower may appoint from among the Lenders
        a
        successor Swingline Lender, whereupon such successor Swingline Lender shall
        succeed to the rights, powers and duties of the replaced or resigning Swingline
        Lender under this Agreement and the other Credit Documents, and the term
        “Swingline Lender” shall mean such successor or such new Swingline Lender
        effective upon such appointment (it being understood that if no existing
        Lender
        elects to accept such appointment, then the Borrower may appoint another
        bank or
        financial institution of its choosing (which bank or financial institution
        shall
        be satisfactory to the Agent, in its reasonable discretion) as a successor
        Swingline Lender).  The acceptance of any appointment as a Swingline
        Lender hereunder shall be evidenced by an agreement entered into by such
        successor, in a form satisfactory to the Borrower and the Agent.  If
        the Swingline Lender resigns as Swingline Lender, it shall retain all rights
        of
        the Swingline Lender provided for hereunder with respect to Swingline Loans
        made
        by it and outstanding as of the effective date of such resignation, including
        the right to require the Lenders to make Revolving Credit Loans and fund
        risk
        participations in outstanding Swingline Loans.

       


      
        
          
          

        

        
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      SECTION
        8.10.                                           Entire
        Agreement.

       

      THIS
        WRITTEN AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
        OF THE BORROWER, THE AGENT, THE COLLATERAL AGENT, THE FRONTING BANKS AND
        THE
        LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND (1) THERE
        ARE
        NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE BORROWER,
        THE
        AGENT, THE COLLATERAL AGENT, ANY FRONTING BANKS OR ANY LENDER RELATIVE TO
        THE
        SUBJECT MATTER HEREOF AND THEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO
        HEREIN
        OR THEREIN, (2) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS MAY NOT BE
        CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
        AGREEMENTS OF THE PARTIES AND (3) THERE ARE NO UNWRITTEN ORAL AGREEMENTS
        BETWEEN
        THE PARTIES; PROVIDED THAT THE SYNDICATION PROVISIONS AND THE BORROWER’S
        CONFIDENTIALITY OBLIGATIONS OF THE LETTER AGREEMENTS SHALL REMAIN IN FULL
        FORCE
        AND EFFECT.  IT IS SPECIFICALLY AGREED THAT THE PROVISION OF THE
        FACILITY HEREUNDER BY THE LENDERS SUPERSEDES AND IS IN SATISFACTION OF THE
        OBLIGATIONS OF THE AGENTS (AS DEFINED IN THE COMMITMENT LETTER) TO PROVIDE
        THE
        COMMITMENTS SET FORTH IN EXHIBIT E OF THE COMMITMENT LETTER.

       

      
        	
                 

              	
                SECTION
                  8.11.

              	
                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
                  8.12.

              	
                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
        8.13.                                           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
                  8.14.

              	
                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 con-

       


      
        
          
          

        

        
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      nection
        herewith, or otherwise contracted for, charged, received, taken or reserved
        by
        any Lender or any Fronting Bank, shall exceed the maximum lawful rate (the
        “Maximum Rate”) which may be contracted for, charged,
        taken, received or reserved by such Lender or such Fronting Bank (as the
        case
        may be) in accordance with applicable law, the rate of interest payable on
        the
        Outstanding Credits of such Lender or such Fronting Bank (as the case may
        be),
        together with all Charges payable to such Lender or such Fronting Bank (as
        the
        case may be), shall be limited to the Maximum Rate.

       

      (b)           If
        the amount of interest, together with all Charges, payable for the account
        of
        any Lender or any Fronting Bank in respect of any interest computation period
        is
        reduced pursuant to subsection (a) above and the amount of interest, together
        with all Charges, payable for such Lender’s or such Fronting Bank’s (as the case
        may be) account in respect of any subsequent interest computation period,
        would
        be less than the Maximum Rate, then the amount of interest, together with
        all
        Charges, payable for such Lender’s or such Fronting Bank’s (as the case may be)
        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 or any Fronting Bank has been
        increased pursuant to this subsection (b) exceed the aggregate amount by
        which
        interest, together with all Charges, paid for its account has theretofore
        been
        reduced pursuant to subsection (a) above.

       

      
        	
                 

              	
                SECTION
                  8.15.

              	
                Jurisdiction;
                  Venue.

              


      

       

      (a)           The
        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 subsection (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)           The
        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 court or Federal court of
        the
        United States of America sitting in New York City.  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.

       


      
        
          
          

        

        
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      SECTION
        8.16.                                           Confidentiality.

       

      The
        Agent, each Fronting Bank and each Lender shall hold all non-public information
        furnished by or on behalf of Holdings, the Borrower or any other Subsidiary
        of
        the Borrower in connection with such Lender’s evaluation of whether to become a
        Lender hereunder or obtained by such Lender, the Agent or Fronting Bank pursuant
        to the requirements of this Agreement (“Confidential Information”),
        confidential in accordance with its customary procedure for handling
        confidential information of this nature and (in the case of a Lender that
        is a
        bank) in accordance with safe and sound banking practices and in any event
        may
        make disclosure as required or requested by any governmental, regulatory
        or
        self-regulatory agency or representative thereof or pursuant to legal process
        or
        Applicable Law or (a) to such Lender’s or the Agent’s or such Fronting Bank’s
        attorneys, professional advisors, independent auditors, trustees or Affiliates,
        (b) to an investor or prospective investor in a Securitization that agrees
        its
        access to information regarding the Borrower or its Subsidiaries, the Loans
        and
        the Credit Documents is solely for purposes of evaluating an investment in
        a
        Securitization and who agrees to treat such information as confidential,
        (c) to
        a trustee, collateral manager, servicer, backup servicer, noteholder or secured
        party in connection with the administration, servicing and reporting on the
        assets serving as collateral for a Securitization and who agrees to treat
        such
        information as confidential, and (d) to a nationally recognized ratings agency
        that requires access to information regarding the Borrower or its Subsidiaries,
        the Loans and Credit Documents in connection with ratings issued with respect
        to
        a Securitization; provided that unless specifically prohibited by
        Applicable Law or court order, each Lender, the Agent and each Fronting Bank
        shall use commercially reasonable efforts to notify the Borrower of any request
        made to such Lender, the Agent or such Fronting Bank, as applicable, by any
        governmental, regulatory or self-regulatory agency or representative thereof
        (other than any such request in connection with a routine examination of
        the
        Lender by such governmental agency, regulator or agency) for disclosure of
        any
        such non-public information prior to disclosure of such information; and
        provided further that in no event shall any Lender, the Agent or any
        Fronting Bank be obligated or required to return any materials furnished
        by the
        Borrower or any other Subsidiary of the Borrower.  Each Lender, the
        Agent and each other Fronting Bank agrees that it will not provide to
        prospective transferees or to any pledgee referred to in Section 8.04 or
        to
        prospective direct or indirect contractual counterparties to any swap agreements
        or derivative transactions to be entered into in connection with or relating
        to
        Loans made hereunder any of the Confidential Information unless such person
        is
        advised of and agrees to be bound by the provisions of this Section 8.16
        or
        confidentiality provisions at least as restrictive as those set forth in
        this
        Section 8.16.

       

      SECTION
        8.17.                                           Electronic
        Communications.

       

      (a)           The
        Borrower hereby agrees that it will provide to the Agent all information,
        documents and other materials that it is obligated to furnish to the Agent
        pursuant to Section 5.03 (collectively, the
“Communications”) by transmitting the Communications
        in Microsoft Word, Adobe Portable Document Format (PDF) or other electronic/soft
        medium format that is reasonably acceptable to the Agent to
        rosemarie.l.salvacion@jpmchase.com or faxing the Communications to (713)
        427-6307, or to such other addressee as the Agent may notify the Borrower
        from
        time to time.  In addition, the Borrower agrees to continue to provide
        the Communications to the

       


      
        
          
          

        

        
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      Agent
        in
        the manner otherwise specified in this Agreement, but only to the extent
        reasonably requested by the Agent.

       

      (b)           The
        Agent agrees that the receipt of the Communications by the Agent at its e-mail
        address set forth above shall constitute effective delivery of the
        Communications to the Agent for purposes of this Agreement.  Each
        Lender and Fronting Bank agrees to notify the Agent in writing (including
        by
        electronic communication) from time to time of such Lender’s or Fronting Bank’s
        e-mail address to which the foregoing notice may be sent by electronic
        transmission and that the foregoing notice may be sent to such e-mail
        address.

       

      (c)           Nothing
        herein shall prejudice the right of the Agent or any Lender or Fronting Bank
        to
        give any notice or other communication pursuant to this Agreement in any
        other
        manner specified in this Agreement.

       

      (d)           The
        Borrower further agrees that the Agent may make the Communications available
        to
        the Lenders by posting the Communications on Intralinks or a substantially
        similar electronic transmission system (the
“Platform”), so long as the access to such Platform is
        limited (i) to the Agent, the Fronting Banks, the Lenders or any bonafide
        potential Transferee and (ii) remains subject the confidentiality requirements
        set forth in Section 8.16.

       

      (e)           THE
        PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES
        (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
        COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
        FOR ERRORS IN OR OMISSIONS FROM THE COMMUNICATIONS.  NO WARRANTY OF
        ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
        MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
        PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
        AGENT
        PARTY IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  In no
        event shall the Agent or its Related Parties (collectively, the
“Agent Parties” and each an “Agent
        Party”) have any liability to the Borrower, any Lender, any
        Fronting Bank or any other Person for losses, claims, damages, liabilities
        or
        expenses of any kind (whether in tort, contract or otherwise) arising out
        of the
        Borrower’s or the Agent’s transmission of Communications through the internet,
        except to the extent the liability of any Agent Party resulted from such
        Agent
        Party’s (or any of its Related Parties’ (other than trustees or advisors)) gross
        negligence, bad faith or willful misconduct or material breach of the Credit
        Documents (as determined in a final non-appealable judgment of a court of
        competent jurisdiction).

       

      EACH
        LENDER ACKNOWLEDGES THAT COMMUNICATIONS FURNISHED TO IT PURSUANT TO THIS
        AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER,
        ANY OF ITS SUBSIDIARIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE
        SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
        THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
        NON-

       


      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      


      PUBLIC
        INFORMATION AND ALL CONFIDENTIAL INFORMATION IN COMPLIANCE WITH SECTION 8.16
        AND
        IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
        AND
        STATE SECURITIES LAWS.

       

      ALL
        INFORMATION, INCLUDING REQUESTS FOR
        WAIVERS AND AMENDMENTS, FURNISHED BY BORROWER OR THE AGENT PURSUANT TO, OR
        IN
        THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION,
        WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT ANY OF THE BORROWER,
        ANY
        OF ITS SUBSIDIARIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE
        SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO BORROWER AND THE
        AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT
        CONTACT WHO MAY RECEIVE CONFIDENTIAL INFORMATION THAT MAY CONTAIN MATERIAL
        NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
        APPLICABLE LAW AND WILL COMPLY WITH SECTION 8.16.

       

      
        	
                 

              	
                SECTION
                  8.18.

              	
                Acknowledgements.

              


      

       

      The
        Borrower hereby acknowledges
        that:

       

      (a)           it
        has been advised by counsel in the negotiation, execution and delivery of
        this
        Agreement and the other Credit Documents;

       

      (b)           (i) the
        credit facility provided for hereunder and any related arranging or other
        services in connection therewith (including in connection with any amendment,
        waiver or other modification hereof or of any other Credit Document) are
        an
        arm’s-length commercial transaction between the Borrower, on the one hand, and
        the Agent, the Fronting Banks, the Lenders and the Joint Lead Arrangers,
        Syndication Agent and Co-Documentation Agents on the other hand, and the
        Borrower is capable of evaluating and understanding and understand and accept
        the terms, risks and conditions of the transactions contemplated hereby and
        by
        the other Credit Documents (including any amendment, waiver or other
        modification hereof or thereof); (ii) in connection with the process leading
        to
        such transaction, each of the Agent, the Joint Lead Arrangers, the Syndication
        Agent and the Co-Documentation Agents, is and has been acting solely as a
        principal and is not the financial advisor, agent or fiduciary for the Borrower
        or any of its Affiliates, stockholders, creditors or employees or any other
        Person; (iii) none of the Agent, the Joint Lead Arrangers, the Syndication
        Agent
        or any of the Co-Documentation Agents has assumed or will assume an advisory,
        agency or fiduciary responsibility in favor of the Borrower with respect
        to any
        of the transactions contemplated hereby or the process leading thereto,
        including with respect to any amendment, waiver or other modification hereof
        or
        of any other Credit Document (irrespective of whether the Agent, the Joint
        Lead
        Arrangers, the Syndication Agent or any of the Co-Documentation Agents has
        advised or is currently advising the Borrower or its Affiliates on other
        matters) and none of the Agent, the Joint Lead Arrangers, the Syndication
        Agent
        or any of the Co-

       


      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      


      Documentation
        Agents has any obligation to the Borrower or its Affiliates with respect
        to the
        transactions contemplated hereby except those obligations expressly set forth
        herein and in the other Credit Documents; (iv) the Agent, the Joint Lead
        Arrangers, the Syndication Agent and the Co-Documentation Agents and each
        of
        their respective Affiliates may be engaged in a broad range of transactions
        that
        involve interests that differ from those of the Borrower and its Affiliates,
        and
        none of the Agent, the Joint Lead Arrangers, the Syndication Agent or any
        of the
        Co-Documentation Agents has any obligation to disclose any of such interests
        by
        virtue of any advisory, agency or fiduciary relationship; and (v) none of
        the
        Agent, the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation
        Agents has provided and none will provide any legal, accounting, regulatory
        or
        tax advice with respect to any of the transactions contemplated hereby
        (including any amendment, waiver or other modification hereof or of any other
        Credit Document) and the Borrower has consulted its own legal, accounting,
        regulatory and tax advisors to the extent it has deemed
        appropriate.  The Borrower agrees not to claim that the Agent, any of
        the Joint Lead Arrangers, the Syndication Agent or any of the Co-Documentation
        Agents have rendered advisory services of any nature or respect, or owe a
        fiduciary or similar duty to you, in connection with the transactions
        contemplated hereby or the process leading hereto.

       

      (c)           no
        joint venture is created hereby or by the other Credit Documents or otherwise
        exists by virtue of the transactions contemplated hereby among the Lenders
        or
        between the Borrower, on the one hand, and any Lender, on the other
        hand.

       

      


      
        	
                 

              	
                SECTION
                  8.19.

              	
                WAIVERS
                  OF JURY TRIAL.

              


      

       

      THE
        BORROWER, THE AGENT, EACH JOINT
        LEAD ARRANGER, SYNDICATION AGENT AND CO-DOCUMENTATION AGENT AND EACH LENDER
        HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
        OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND
        FOR
        ANY COUNTERCLAIM THEREIN.

      


      
        	
                 

              	
                SECTION
                  8.20.

              	
                USA
                  PATRIOT Act.

              


      

       

      Each
        Lender hereby notifies the
        Borrower that pursuant to the requirements of the USA Patriot Act (Title
        III of
        Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to obtain, verify and
        record information that identifies the Borrower, which information includes
        the
        name and address of the Borrower and other information that will allow such
        Lender to identify the Borrower in accordance with the Patriot Act.

      


      
        	
                 

              	
                SECTION
                  8.21.

              	
                Separateness
                  of the Borrower from Parent and its
                  Subsidiaries.

              


      

       

      Each
        Lender and each Fronting Bank acknowledges and affirms that (i) it has advanced
        funds to or extended credit on behalf of the Borrower in reliance upon the
        separateness of the Holdings and its Subsidiaries (including the Borrower)
        from
        Parent and its Subsidiaries (other than Holdings and its Subsidiaries) and
        any
        other Persons and (ii) the Borrower and its Subsidi-

       


      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      


      aries
        have assets and liabilities that are separate from those of Parent and its
        Subsidiaries (other than Holdings and its Subsidiaries) and any other
        Persons.

       

      [Signatures
        To Follow]

       


      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      


      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.

       

      
        	 	
                ONCOR
                  ELECTRIC DELIVERY COMPANY LLC

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                JPMORGAN
                  CHASE BANK, N.A., as Agent, Swingline Lender, Fronting Bank and
                  as a
                  Lender

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      


      
        	 	
                CITIBANK,
                  N.A., as Syndication Agent, Fronting Bank and as a Lender

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                CREDIT
                  SUISSE, CAYMAN ISLAND BRANCH, as a Co-Documentation Agent and as
                  a
                  Lender

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      


      


      



      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      


      


      
        	 	
                CREDIT
                  SUISSE SECURITIES (USA) LLC, as Joint Lead Arranger and
                  Bookrunner

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                GOLDMAN
                  SACHS CREDIT PARTNERS L.P., as a Co-Documentation Agent, Joint
                  Lead
                  Arranger and Bookrunner and as a Lender

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      


      
        	 	
                LEHMAN
                  COMMERCIAL PAPER INC., as a Co-Documentation Agent and as a
                  Lender

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                LEHMAN
                  BROTHERS INC., as Joint Lead Arranger and Bookrunner

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                MORGAN
                  STANLEY SENIOR FUNDING, INC., as a Co-Documentation Agent and Joint
                  Lead
                  Arranger and Bookrunner

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      



      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      


      


      
        	 	
                J.P.
                  MORGAN SECURITIES INC., as Joint Lead Arranger and Bookrunner

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                MORGAN
                  STANLEY BANK, as a Lender

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	
                CITIGROUP
                  GLOBAL MARKETS INC., Joint Lead Arranger and Bookrunner

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      



      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      FORM
        OF
        ASSIGNMENT AND ACCEPTANCE

       

      ASSIGNMENT
        AND ACCEPTANCE

       

      


       

      [Date]

       

      Reference
        is made to the Revolving Credit Agreement, dated as of October 10, 2007 (as
        amended, modified, extended or restated from time to time, the
“Agreement”), among Oncor Electric Delivery Company
        LLC (the “Borrower”), the Lenders party thereto (the
“Lenders”), JPMorgan Chase
        Bank, N.A., as agent for
        the Lenders, Citibank, N.A. (“Citibank”), as
        syndication agent (in such capacity, the “Syndication
        Agent”) and JP Morgan Chase, Citibank and other Lenders acceptable
        to the Borrower as fronting banks for letters of credit issued
        hereunder.  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 (as defined 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 and the Loans owing to the Assignor that
        are
        outstanding on the Effective Date, together with unpaid interest accrued
        on the
        assigned Loans to the Effective Date and the amount, if any, set forth on
        the
        reverse hereof of the Fees accrued to the Effective Date 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, (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 Agent together with (i)
        if
        the Assignee is organized under the laws of a jurisdiction outside the United
        States, the forms specified in Section 2.15(g) of the Agreement, duly completed
        and executed by such Assignee and (ii) a processing and recordation fee of
        $3,500.

       

      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:

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      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 Agent) (the “Effective
        Date”):

       

      
        	
                Facility

              	
                Principal

                Amount
                  Assigned

              	
                Percentage
                  Assigned of Facility/

                Commitment
                  (set forth, to at least 8

                decimals,
                  as a percentage of the

                Facility
                  and the Total Commitment

              
	
                Commitment
                  Assigned:

              	
                $___________

              	
                         ____ %

              
	
                Loans:

              	
                $___________

              	
                         ____ %

              
	
                Fees
                  Assigned (if any):

              	
                $___________

              	
                         ____ %

              


      

      


      The
        terms
        set forth and on
        the                                                                           Accepted:

      reverse
        side hereof are hereby

      
        	
                 

              	
                agreed
                  to:

              


      

       

      
        	
                [ASSIGNOR],
                  as Assignor

                 

              
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        	
                [ASSIGNEE],
                  as Assignee

                 

              	 	
                ONCOR
                  ELECTRIC DELIVERY COMPANY LLC

              
	
                By:

              	 	 	
                By:

              	 
	 	
                Name:

              	 	 	
                Name:

              
	 	
                Title:

              	 	 	
                Title:

              


      

      


      



      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      


      
        	 	
                JPMORGAN
                  CHASE BANK, N.A., as Agent

                 

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      



      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

       

      FORM
        OF
        BORROWING REQUEST

       

      BORROWING
        REQUEST

       

      [Date]

       

      JPMorgan
        Chase Bank, N.A.

        as
        agent for the Lenders referred to below

      Loan
        and
        Agency Services Group

      1111
        Fannin, 10th Floor

      Houston,
        TX 77002

      Attention:                                Rose
        L. Salvacion

      Facsimile:                                713-427-6307

       

      Ladies
        and Gentlemen:

       

      The
        undersigned, Oncor Electric Delivery Company LLC (the
“Borrower”), refers to the Revolving Credit Agreement,
        dated as of October 10, 2007 (as it may hereafter be amended, modified, extended
        or restated from time to time, the “Agreement”), among
        the Borrower, the lenders party thereto (the
“Lenders”), JPMorgan Chase Bank, N.A., as agent for
        the Lenders, Citibank, N.A. (“Citibank”), as
        syndication agent (in such capacity, the “Syndication
        Agent”) and JP Morgan Chase, Citibank and other Lenders acceptable
        to the Borrower as fronting banks for letters of credit issued
        hereunder.  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 of the Agreement that it requests a Borrowing under the Agreement, and
        in
        that connection sets forth below the terms on which such Borrowing is requested
        to be made:

       

      
        	
                (A)           Date
                  of Borrowing (which is a Business Day)

              	 
	
                (B)           Principal
                  amount of Borrowing1

              	 
	
                (C)           Interest
                  rate basis2

              	 
	
                (D)           Interest
                  Period and the last day thereof3

              	 


      

      


      __________________________

       

      
        	
                1

              	
                Not
                  less than $10,000,000 (and in integral multiples of $1,000,000)
                  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 Applicable Commitment Termination
                  Date.

              


      

       


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                The
                  undersigned also certifies that the representations and warranties
                  of the
                  Borrower set forth in Article III of the Agreement (except, in
                  the case of
                  any Extension of Credit that does not increase the aggregate principal

                  amount of the Outstanding Credits to the Borrower, the representations
                  set
                  forth in Sections 3.05(b), 3.06, 3.11 and 3.13) are true and correct
                  in
                  all material respects on and as of the date hereof 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.
                  4

              


      

       

      The
        undersigned also certifies that at the time of and immediately after this
        Extension of Credit, no Default or Event of Default has occurred and is
        continuing at the time hereof or would result from the making of this Extension
        of Credit.

       

      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-A of the Agreement
        have
        been satisfied.

       

       

      Very
        truly yours,

       

      
        	 	
                ONCOR
                  ELECTRIC DELIVERY COMPANY LLC

                 

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

       

      


       

      __________________________

       

      
        	
                4

              	
                Notwithstanding
                  the foregoing, the representations and warranties set forth in
                  Section
                  3.05(b) shall not be required to be made by the Borrower, if, at
                  the time
                  of such Extension of Credit, the Borrower’s Applicable Rating Level is at
                  Level 1, 2 or 3.

              


      

       

      


       


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C-1

       

      FORM
        OF
        REQUEST FOR ISSUANCE BY

       

      JPMORGAN
        CHASE BANK

       

      REQUEST
        FOR ISSUANCE

       

      [Date]

       

      JPMorgan
        Chase Bank, N.A.

        as
        agent for the Lenders referred to below

      Loan
        and
        Agency Services Group

      1111
        Fannin, 10th Floor

      Houston,
        TX 77002

      Attention:                                Rose
        L. Salvacion

      Facsimile:                                713-427-6307

      


       

      Ladies
        and Gentlemen:

       

      The
        undersigned, Oncor Electric Delivery Company LLC (the
“Borrower”), refers to the Revolving Credit Agreement,
        dated as of October 10, 2007 (as it may hereafter be amended, modified, extended
        or restated from time to time, the “Agreement”), among
        the Borrower, the lenders party thereto (the
“Lenders”), JPMorgan Chase Bank, N.A., as agent for
        the Lenders, Citibank, N.A. (“Citibank”), as
        syndication agent (in such capacity, the “Syndication
        Agent”) and JP Morgan Chase, Citibank and other Lenders acceptable
        to the Borrower as fronting banks for letters of credit issued hereunder,
        and
        hereby gives you notice, irrevocably, pursuant to Section 2.17(a) of the
        Agreement, that the undersigned hereby requests the issuance of a Letter
        of
        Credit, and in connection therewith sets forth below the terms on which such
        Letter of Credit is to be issued:

       

      
        	
                 

              	
                (i)

              	 	
                the
                  requested date of issuance (which is a Business Day) is
                                      ;1
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	 	
                the
                  expiration date (which shall be not later than the earlier of (x)
                  12
                  months after its date of issuance (or such longer period of time
                  as may be
                  agreed by the applicable Fronting Bank) and (y) third Business
                  Day
                  preceding the Commitment Termination Date) of the Letter of Credit
                  requested hereby is
                                      ;2
                  and

              


      

       

      
        	
                 

              	
                (iii)

              	 	
                the
                  proposed stated amount of the Letter of Credit requested hereby
                  is
                  $           ;3
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	 	
                the
                  beneficiary of the Letter of Credit requested hereby is _____________,
                  with an address at
                                      
                  ; and

              


      

       


      
        
          
          

        

        
          C-1-1

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (v)

              	 	
                the
                  conditions under which a drawing may be made under such Letter
                  of Credit
                  are as
                  follows:                                
                  ,

              


      

       

      
        	
                 

              	
                (vi)

              	 	
                attached
                  hereto is a consent of the beneficiary of the Letter of Credit
                  to the
                  modification of the Letter of Credit hereby requested.4

              


      

       

      Upon
        the
        issuance of the Letter of Credit by the Fronting Bank in response to this
        request, the Borrower shall be deemed to have represented and warranted that
        the
        applicable conditions to an issuance of a Letter of Credit that are specified
        in
        Article IV-A of the Agreement have been satisfied.

       

       

      Very
        truly yours,

       

      
        	 	
                ONCOR
                  ELECTRIC DELIVERY COMPANY LLC

                 

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:
                  [Financial Officer]

              


      

      __________________

       

      
        	
                1

              	
                If
                  the Request for Issuance is a request for extension of the stated
                  maturity
                  of a Letter of Credit or a modification or amendment of the terms
                  thereof,
                  set forth the date of effectiveness of such extension, modification
                  or
                  amendment.

              


      

       

      
        	
                2

              	
                Modify
                  request as appropriate if used in connection with the extension,
                  modification or amendment of a Letter of
                  Credit.

              


      

       

      
        	
                3

              	
                The
                  proposed stated amount shall be not less than $1,000,000, unless
                  otherwise
                  agreed to by the Fronting Bank.

              


      

       

      
        	
                4

              	
                Include
                  only if the Request for Issuance relates to an amendment or modification
                  of a Letter of Credit.

              


      

       


      
        
          
          

        

        
          C-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C-2

       

      FORM
        OF
        REQUEST FOR ISSUANCE BY

       

      CITIBANK

       

      [Form
        to
        be provided by Citibank]

      



      
        
          
          

        

        
          C-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      FORM
        OF
        PREPAYMENT NOTICE

       

      PREPAYMENT
        NOTICE

       

      [Date]

       

      JPMorgan
        Chase Bank, N.A.

        as
        agent for the Lenders referred to below

      Loan
        and
        Agency Services Group

      1111
        Fannin, 10th Floor

      Houston,
        TX 77002

      Attention:                                Rose
        L. Salvacion

      Facsimile:                                713-427-6307

      


       

      Ladies
        and Gentlemen:

       

      The
        undersigned, Oncor Electric Delivery Company LLC (the
“Borrower”), refers to the Revolving Credit Agreement,
        dated as of October 10, 2007 (as it may hereafter be amended, modified, extended
        or restated from time to time, the “Agreement”), among
        the Borrower, the lenders party thereto (the
“Lenders”), JPMorgan Chase Bank, N.A., as agent for
        the Lenders, Citibank, N.A. (“Citibank”), as
        syndication agent (in such capacity, the “Syndication
        Agent”) and JP Morgan Chase, Citibank and other Lenders acceptable
        to the Borrower as fronting banks for letters of credit issued
        hereunder.  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 irrevocable notice of
        prepayment pursuant to Section 2.09 of the Agreement and, in that connection,
        acknowledges that it is committed hereby to prepay the Borrowing (or portion
        thereof) identified below by the amount and on the date stated below, and
        that
        such prepayment will be accompanied by accrued interest on the principal
        amount
        being prepaid to the date of prepayment.

       

      (A)           Interest
        rate basis1 of
        Borrowings to be prepaid (in whole or in part)

       

      (B)           Principal
        amount to be prepaid2

       

      (C)           Date
        of prepayment (which is a Business Day)

       

      ____________________

       

      
        	
                1

              	
                Eurodollar
                  Loan or ABR Loan.

              


      

       

      
        	
                2

              	
                If
                  a partial prepayment, not less than $5,000,000 and in integral
                  multiples
                  of $1,000,000.

              


      

       


      
        
          
          

        

        
          Schedule 1.1(d)-1

          
            

          

        

        
          
          

        

      


      Very
        truly yours,

       

      
        	 	
                ONCOR
                  ELECTRIC DELIVERY COMPANY LLC

                 

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Treasurer:

              


      

       

      


       

       

      


       


      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      FORM
        OF
        NON-U.S. LENDER CERTIFICATION

       

      Reference
        is hereby made to the Credit Agreement dated as of October 10, 2007 (as amended,
        supplemented or otherwise modified from time to time, the “Credit
        Agreement”), among Oncor Electric Delivery Company, a Delaware limited
        liability company (the “Borrower”), the lenders listed
        in Schedule 2.01 (together with their successors and assigns, the
“Lenders”), JPMorgan Chase Bank, N.A.
        (“JPMorgan Chase”), as administrative agent for the
        Lenders (in such capacity, the
“Agent”).  Pursuant to the provisions of
        Section 2.15(g) of the Credit Agreement, the undersigned hereby certifies
        that (i) it is the sole record and beneficial owner of the Loan(s) (as well
        as
        any Note(s) evidencing such Loan(s)) in respect of which it is providing
        this
        certificate, (ii) it is not a “bank” as such term is used in Section
        881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the
“Code”), (iii) it is not a ten percent shareholder of the Borrower within
        the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign
        corporation” described in Section 881(c)(3)(C) of the Code, and (v) no interest
        payments in connection with the Credit Documents are effectively connected
        with
        the undersigned’s conduct of a U.S. trade or business.

      


      The
        undersigned has furnished the Agent with a certificate of its non-U.S. person
        status on Internal Revenue Service Form W-8BEN.  By executing this
        certificate, the undersigned agrees that (1) if the information provided
        on this
        certificate changes, the undersigned shall so inform the Borrower and the
        Agent
        in writing within 30 days of such change and (2) the undersigned shall furnish
        the Borrower and the Agent a properly completed and currently effective
        certificate in either the calendar year in which payment is to be made by
        the
        Borrower to the undersigned, or in either of the two calendar years preceding
        such payment.

       

      Unless
        otherwise defined herein, terms defined in the Credit Agreement and used
        herein
        shall have the meanings given to them in the Credit Agreement.

       

      


       

      
        	 	
                [                         ]

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

       

      


       


      
        
          
          

        

        
          Schedule
            1.1(d)-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2.1

       

      COMMITMENTS

       

      
        	
                
                  Name
                    of Lender

                   

                

              	
                
                  Commitment

                   

                

              
	
                JPMorgan
                  Chase Bank, N.A.

              	
                $375,000,000.00

              
	
                Citibank,
                  N.A.

              	
                $375,000,000.00

              
	
                Goldman
                  Sachs Credit Partners L.P.

              	
                $375,000,000.00

              
	
                Morgan
                  Stanley Bank

              	
                $375,000,000.00

              
	
                Credit
                  Suisse, Cayman Island Branch

              	
                $250,000,000.00

              
	
                Lehman
                  Commercial Paper Inc.

              	
                $250,000,000.00

              
	
                Total:

              	
                $2,000,000,000.00

              


      

      



      
        
          
          

        

        
          Schedule
            2.1-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2.17(i)

       

      LC
        FRONTING BANK COMMITMENTS

       

      
        	
                Fronting
                  Bank

              	
                LC
                  Fronting Bank Commitment

              
	
                JPMorgan
                  Chase Bank, N.A.

              	
                $1,000,000,000.00

              
	
                Citibank,
                  N.A.

              	
                $1,000,000,000.00

              
	
                Total

              	
                $2,000,000,000.00

              


      

      


      



      
        
          
          

        

        
          Schedule
            5.17-1

          
            

          

        

        
          
          

        

      


       SCHEDULE
        5.10

      


      EXISTING
        LIENS

      


       

      1.        Vendor’s
        lien retained in deed dated February 1, 1990 from Tex-La Electric Cooperative
        of
        Texas, Inc. to Texas Utilities Electric Company, recorded in Volume 1276,
        Page
        380, of the Real Property Records of Hood County, Texas and in Volume 7,
        Page 212, of the Real Property Records of Somervell County,
        Texas.

       

      2.        Deed
        of Trust and Security Agreement to secure assumption made by and between
        Texas
        Utilities Electric Company and Don T. Collins, Trustee for the benefit of
        The
        United States of America acting by and through the Administrator of the Rural
        Electrification Administration and Tex-La Electric Cooperative of Texas,
        Inc.
        dated February 1, 1990 and recorded in Volume 7, Page 518, of the
        Real Property Records of Somervell County, Texas and in Volume 1276, Page
        686 of
        the Real Property Records of Hood County, Texas.

       


      
        
          
          

        

        
          Schedule
            5.17-2

          
            

          

        

        
          
          

        

      


      SCHEDULE
        5.17

       

       

      POST-CLOSING
        MATTERS

       

      


      Within
        a
        commercially reasonable time after the Closing Date, the Borrower will do
        or
        deliver the items described below (capitalized terms used herein and not
        defined
        shall have the meanings assigned thereto in the Revolving Credit
        Agreement):

       

      1.           Collateral.

       

      The
        Borrower shall execute and deliver to the Collateral Agent the
        following:

       

      (a)           All
        documents and instruments, in proper form for filing, registration or recording,
        including Uniform Commercial Code or other applicable financing statements,
        reasonably requested by the Collateral Agent to be filed, registered or recorded
        to create the Liens intended to be created by any Security Document and perfect
        such Liens to the extent required by, and with the priority required by,
        such
        Security Document, and none of the Collateral shall be subject to any other
        pledges, security interests or mortgages, except for Liens permitted under
        the
        Revolving Credit Agreement.

       

      (b)           Certified
        copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit
        searches or equivalent reports or searches, each of a recent date listing
        all
        effective financing statements, lien notices or comparable documents that
        name
        the Borrower as debtor and that are filed in those state and county
        jurisdictions in which the Borrower is organized or maintains its principal
        place of business and such other searches that the Collateral Agent deems
        necessary or appropriate, none of which encumber the Collateral covered or
        intended to be covered by the Security Documents (other than Liens permitted
        under the Revolving Credit Agreement).

       

      (c)           Acceptable
        evidence of payment or arrangements for payment by the Borrower of all
        applicable recording taxes, fees, charges, costs and expenses required for
        the
        recording of the Security Documents.

       

      (d)           Evidence,
        as may be reasonably requested by the Collateral Agent, of all such action
        as
        shall be necessary to create an equal and ratable Lien in the Collateral
        to
        secure the Existing Notes.

       

      2.           Legal
        Opinions.

       

      The
        Collateral Agent shall have received favorable written legal opinions of
        Vinson
& Elkins LLP, Texas counsel to the Borrower, addressed to the Collateral
        Agent, relating to the creation and perfection of Liens against Collateral,
        in
        form and substance satisfactory to the Agent and Collateral Agent.

       

      3.           Real
        Property Requirements.

       


      
        
          
          

        

        
          Schedule
            5.17-3

          
            

          

        

        
          
          

        

      


      The
        Borrower shall execute and deliver to the Collateral Agent the
        following:

       

      (a)           With
        respect to the Mortgaged Property, a Mortgage, executed and delivered by
        a duly
        authorized officer of each mortgagor party thereto; and

       

      (b)           All
        documents and instruments, including Uniform Commercial Code, Texas Business
        and
        Commerce Code Chapter 35 Subchapter A or other applicable fixture security
        financing statements, reasonably requested by the Collateral Agent to be
        filed,
        registered or recorded to create the Liens intended to be created by any
        Mortgage and perfect such Liens to the extent required by, and with the priority
        required by such Mortgage.

       

      


      


      


      



      
        
          
          

        

        
          Schedule
            5.17-4