ISSUING AND PAYING AGENCY AGREEMENT



 EXHIBIT 10.2 
  
 ISSUING AND PAYING AGENCY AGREEMENT 
 This Agreement, dated as of October 27, 2006, is by and between XTO Energy Inc. (the “Issuer”) and JPMorgan Chase Bank, National Association (“JPMorgan”). 
  

	 1.
	 APPOINTMENT AND ACCEPTANCE 


 The Issuer hereby appoints JPMorgan as its issuing and paying agent in connection with the issuance and payment of certain short-term promissory notes of the Issuer (the “Notes”), as further described
herein, and JPMorgan agrees to act as such agent upon the terms and conditions contained in this Agreement. 
  

	 2.
	 COMMERCIAL PAPER PROGRAMS 


 The Issuer may establish one or more commercial paper programs under this Agreement by delivering to JPMorgan a completed program schedule (the “Program Schedule”), with respect to each such
program. JPMorgan has given the Issuer a copy of the current form of Program Schedule and the Issuer shall complete and return its first Program Schedule to JPMorgan prior to or simultaneously with the execution of this Agreement. In the event that
any of the information provided in, or attached to, a Program Schedule shall change, the Issuer shall promptly inform JPMorgan of such change in writing. 
  

	 3.
	 NOTES  


 All Notes issued by the Issuer under this Agreement shall be short-term promissory notes, exempt from the registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and from applicable state
securities laws. The Notes may be placed by dealers (the “Dealers”) pursuant to Section 4 hereof. Notes shall be issued in either certificated or book-entry form. 
  

	 4.
	 AUTHORIZED REPRESENTATIVES 


 The Issuer shall deliver to JPMorgan a duly adopted corporate resolution from the Issuer’s Board of Directors (or other governing body) authorizing the issuance of Notes under each program established pursuant to
this Agreement and a certificate of incumbency, with specimen signatures attached, of those officers, employees and agents of the Issuer authorized to take certain actions with respect to the Notes as provided in this Agreement (each such person is
hereinafter referred to as an “Authorized Representative”). Until JPMorgan receives any subsequent incumbency certificates of the Issuer, JPMorgan shall be entitled to rely on the last incumbency certificate delivered to it for the
purpose of determining the Authorized Representatives. The Issuer represents and warrants that each Authorized Representative may appoint other officers, employees and agents of the Issuer (the “Delegates”), including without
limitation any Dealers, to issue instructions to JPMorgan under this Agreement, and take other actions on the Issuer’s behalf hereunder, provided that notice of the appointment of each Delegate is delivered to JPMorgan in writing. Each such
appointment shall remain in effect unless and until revoked by the Issuer in a written notice to JPMorgan. 
  

	 5.
	 CERTIFICATED NOTES 


 If and when the Issuer intends to issue certificated notes (“Certificated Notes”), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate
supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative. JPMorgan will acknowledge receipt of any supply of Certificated Notes
received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with 







 JPMorgan’s customary practices. JPMorgan shall not have any liability to the Issuer to determine by
whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the
Issuer’s certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind
the Issuer after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan. 
  

	 6.
	 BOOK-ENTRY NOTES 


 The Issuer’s book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit
A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of
Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall
be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan
shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with
respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form
of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and
JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall bill the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes. 
  

	 7.
	 ISSUANCE INSTRUCTIONS TO JPMORGAN; PURCHASE PAYMENTS 


 The Issuer understands that all instructions under this Agreement are to be directed to JPMorgan’s Commercial Paper Operations Department. JPMorgan shall provide the Issuer, or, if
applicable, the Issuer’s Dealers, with access to JPMorgan’s Money Market Issuance System or other electronic means (collectively, the “System”) in order that JPMorgan may receive electronic instructions for the issuance of
Notes. Electronic instructions must be transmitted in accordance with the procedures furnished by JPMorgan to the Issuer or its Dealers in connection with the System. These transmissions shall be the equivalent to the giving of a duly authorized
written and signed instruction which JPMorgan may act upon without liability. In the event that the System is inoperable at any time, an Authorized Representative or a Delegate may deliver written, telephone or facsimile instructions to JPMorgan,
which instructions shall be verified in accordance with any security procedures agreed upon by the parties. JPMorgan shall incur no liability to the Issuer in acting upon instructions believed by JPMorgan in good faith to have been given by an
Authorized Representative or a Delegate. In the event that a discrepancy exists between a telephonic instruction and a written confirmation, the telephonic instruction will be deemed the controlling and proper instruction. JPMorgan may
electronically record any conversations made pursuant to this Agreement, and the Issuer hereby consents to such recordings. All issuance instructions regarding the Notes must be received by 1:00 P.M. New York time in order for the Notes to be issued
or delivered on the same day. 
 (a)         Issuance and Purchase of
Book-Entry Notes.             Upon receipt of issuance instructions from the Issuer or its Dealers with respect to Book-Entry 
  

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 Notes, JPMorgan shall transmit such instructions to DTC and direct DTC to cause
appropriate entries of the Book-Entry Notes to be made in accordance with DTC’s applicable rules, regulations and procedures for book-entry commercial paper programs. JPMorgan shall assign CUSIP numbers to the Issuer’s Book-Entry Notes to
identify the Issuer’s aggregate principal amount of outstanding Book-Entry Notes in DTC’s system, together with the aggregate unpaid interest (if any) on such Notes. Promptly following DTC’s established settlement time on each
issuance date, JPMorgan shall access DTC’s system to verify whether settlement has occurred with respect to the Issuer’s Book-Entry Notes. Prior to the close of business on such business day, JPMorgan shall deposit immediately available
funds in the amount of the proceeds due the Issuer (if any) to the Issuer’s account at JPMorgan and designated in the applicable Program Schedule (the “Account”), provided that JPMorgan has received DTC’s
confirmation that the Book-Entry Notes have settled in accordance with DTC’s applicable rules, regulations and procedures. JPMorgan shall have no liability to the Issuer whatsoever if any DTC participant purchasing a Book-Entry Note fails to
settle or delays in settling its balance with DTC or if DTC fails to perform in any respect. 
 (b)         Issuance and Purchase of Certificated Notes. Upon receipt of issuance instructions with respect to Certificated Notes, JPMorgan shall: (a) complete each Certificated
Note as to principal amount, date of issue, maturity date, place of payment, and rate or amount of interest (if such Note is interest bearing) in accordance with such instructions; (b) countersign each Certificated Note; and (c) deliver
each Certificated Note in accordance with the Issuer’s instructions, except as otherwise set forth below. Whenever JPMorgan is instructed to deliver any Certificated Note by mail, JPMorgan shall strike from the Certificated Note the word
“Bearer,” insert as payee the name of the person so designated by the Issuer and effect delivery by mail to such payee or to such other person as is specified in such instructions to receive the Certificated Note. The Issuer understands
that, in accordance with the custom prevailing in the commercial paper market, delivery of Certificated Notes shall be made before the actual receipt of payment for such Notes in immediately available funds, even if the Issuer instructs JPMorgan to
deliver a Certificated Note against payment. Therefore, once JPMorgan has delivered a Certificated Note to the designated recipient, the Issuer shall bear the risk that such recipient may fail to remit payment of such Note or return such Note to
JPMorgan. Delivery of Certificated Notes shall be subject to the rules of the New York Clearing House in effect at the time of such delivery. Funds received in payment of Certificated Notes shall be credited to the Account. 
  

	 8.
	 USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT 


 JPMorgan shall not be obligated to credit the Issuer’s Account unless and until payment of the purchase price of each Note is received by JPMorgan. From time to time, JPMorgan, in its sole
discretion, may permit the Issuer to have use of funds payable with respect to a Note prior to JPMorgan’s receipt of the sales proceeds of such Note. If JPMorgan makes a deposit, payment or transfer of funds on behalf of the Issuer before
JPMorgan receives payment for any Note, such deposit, payment or transfer of funds shall represent an advance by JPMorgan to the Issuer to be repaid promptly, and in any event on the same day as it is made, from the proceeds of the sale of such
Note, or by the Issuer if such proceeds are not received by JPMorgan. 
  

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	 9.
	 PAYMENT OF MATURED NOTES 


 Notice that the Issuer will not redeem any Note on the relative Initial Redemption Date (as defined in the applicable Extendible Commercial Note Announcement) must be received in writing by JPMorgan by 11:00 A.M. on
such Initial Redemption Date. On any other day when a Note matures or is prepaid, the Issuer shall transmit, or cause to be transmitted, to the Account, prior to 2:00 P.M. New York time on the same day, an amount of immediately available funds
sufficient to pay the aggregate principal amount of such Note and any applicable interest due. JPMorgan shall pay the interest (if any) and principal on a Book-Entry Note to DTC in immediately available funds, which payment shall be by net
settlement of JPMorgan’s account at DTC. JPMorgan shall pay Certificated Notes upon presentment. JPMorgan shall have no obligation under the Agreement to make any payment for which there is not sufficient, available and collected funds in the
Account, and JPMorgan may, without liability to the Issuer, refuse to pay any Note that would result in an overdraft to the Account. 
  

	 10.
	 OVERDRAFTS 


 (a)        Intraday overdrafts with respect to each Account shall be subject to JPMorgan’s policies as in effect from time to time. 
 (b)        An overdraft will exist in an Account if JPMorgan, in its sole discretion,
(i) permits an advance to be made pursuant to Section 8 and, notwithstanding the provisions of Section 8, such advance is not repaid in full on the same day as it is made, or (ii) pays a Note pursuant to Section 9 in excess
of the available collected balance in such Account. Overdrafts shall be subject to JPMorgan’s established banking practices, including, without limitation, the imposition of interest, funds usage charges and administrative fees. The Issuer
shall repay any such overdraft, fees and charges no later than the next business day, together with interest on the overdraft at the rate established by JPMorgan for the Account, computed from and including the date of the overdraft to the date of
repayment. 
  

	 11.
	 NO PRIOR COURSE OF DEALING 


 No prior action or course of dealing on the part of JPMorgan with respect to advances of the purchase price or payments of matured Notes shall give rise to any claim or cause of action by the Issuer against JPMorgan
in the event that JPMorgan refuses to pay or settle any Notes for which the Issuer has not timely provided funds as required by this Agreement. 
  

	 12.
	 RETURN OF CERTIFICATED NOTES 


 JPMorgan will in due course cancel any Certificated Note presented for payment and return such Note to the Issuer. JPMorgan shall also cancel and return to the Issuer any spoiled or voided Certificated Notes. Promptly
upon written request of the Issuer or at the termination of this Agreement, JPMorgan shall destroy all blank, unissued Certificated Notes in its possession and furnish a certificate to the Issuer certifying such actions. 
  

	 13.
	 INFORMATION FURNISHED BY JPMORGAN 


 Upon the reasonable request of the Issuer, JPMorgan shall promptly provide the Issuer with information with respect to any Note issued and paid hereunder, provided, that the Issuer delivers such request in
writing and, to the extent applicable, includes the serial number or note number, principal amount, payee, date of issue, maturity date, amount of interest (if any) and place of payment of such Note. 
  

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	 14.
	 REPRESENTATIONS AND WARRANTIES 


 The Issuer represents and warrants that: (i) it has the right, capacity and authority to enter into this Agreement; and (ii) it will comply with all of its obligations and duties under this Agreement. The
Issuer further represents and agrees that each Note issued and distributed upon its instruction pursuant to this Agreement shall constitute the Issuer’s representation and warranty to JPMorgan that such Note is a legal, valid and binding
obligation of the Issuer, and that such Note is being issued in a transaction which is exempt from registration under the Securities Act of 1933, as amended, and any applicable state securities law. 
  

	 15.
	 DISCLAIMERS 


 Neither JPMorgan nor its directors, officers, employees or agents shall be liable for any act or omission under this Agreement except in the case of gross negligence or willful misconduct. IN NO EVENT SHALL JPMORGAN BE LIABLE FOR SPECIAL,
INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF JPMORGAN HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. In no event shall JPMorgan
be considered negligent in consequence of complying with DTC’s rules, regulations and procedures. The duties and obligations of JPMorgan, its directors, officers, employees or agents shall be determined by the express provisions of this
Agreement and they shall not be liable except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement against them. Neither JPMorgan nor its directors,
officers, employees or agents shall be required to ascertain whether any issuance or sale of any Notes (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Issuer is a
party (whether or not JPMorgan is also a party to such agreement). 
  

	 16.
	 INDEMNIFICATION 


 The Issuer agrees to indemnify, defend and hold harmless JPMorgan, its directors, officers, employees and agents (collectively, “indemnitees”) from and against any and all liabilities, claims, losses, damages, penalties, costs and
expenses (including attorneys’ fees and disbursements) suffered or incurred by or asserted or assessed against any indemnitee arising in respect of this Agreement, except in respect of any indemnitee for any such liability, claim, loss, damage,
penalty, cost or expense resulting from the gross negligence or willful misconduct of such indemnitee. This indemnity will survive the termination of this Agreement. 
  

	 17.
	 OPINION OF COUNSEL 


 The Issuer shall deliver to JPMorgan all documents it may reasonably request relating to the existence of the Issuer and authority of the Issuer for this Agreement, including, without limitation, an opinion of counsel, substantially in the
form of Exhibit C hereto. 
  

	 18.
	 NOTICES 


 All notices, confirmations and other communications hereunder shall (except to the extent otherwise expressly provided) be in writing and shall be sent by first-class mail, postage prepaid, by telecopier or by hand, addressed as follows, or
to such other address as the party receiving such notice shall have previously specified to the party sending such notice: 
  

					
	 If to the Issuer:
	  	 XTO Energy Inc.                                  
                               

		  	 810 Houston Street
                                        
                     

		  	 Fort Worth, TX 76102
                                        
                

		  	 Attention:
	 	 Vice President-Treasurer
                            

		  	 Telephone:
	 	 (817) 885-2268
                                        
   


  

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		  	 Facsimile:
	 	 (817)
885-1811                                    


 If to JPMorgan concerning the daily issuance and redemption of
Notes: 
  

					
		  	 Attention: Commercial Paper Operations

		  	 420 West Van Buren, 16th Floor

		  	 Mail Code IL1-0114

		  	 Chicago, IL 60606

		  	 Telephone:
	 	 (312) 954-0264

		  	 Facsimile:
	 	 (312) 954-0438

		
	 All other:
	  	 Attention: Commercial Paper Client Services

		  	 420 West Van Buren, 16th Floor

		  	 Mail Code IL1-0114

		  	 Chicago, IL 60606

		  	 Telephone:
	 	 (312) 954-0264

		  	 Facsimile:
	 	 (312) 954-0438


  

	 19.
	 COMPENSATION 


 The Issuer shall pay compensation for services pursuant to this Agreement in accordance with the pricing schedules furnished by JPMorgan to the Issuer from time to time and upon such payment terms as the parties shall determine. The Issuer
shall also reimburse JPMorgan for any fees and charges imposed by DTC with respect to services provided in connection with the Book-Entry Notes. 
  

	 20.
	 BENEFIT OF AGREEMENT 


 This Agreement is solely for the benefit of the parties hereto and no other person shall acquire or have any right under or by virtue hereof. 
  

	 21.
	 TERMINATION 


 This Agreement may be terminated at any time by either party by written notice to the other, but such termination shall not affect the respective liabilities of the parties hereunder arising prior to such termination. 
  

	 22.
	 FORCE MAJEURE 


 In no event shall either party be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond JPMorgan’s control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by
this Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond JPMorgan’s control whether or not
of the same class or kind as specifically named above. 
  

	 23.
	 ENTIRE AGREEMENT 


 This Agreement, together with the exhibits attached hereto, constitutes the entire agreement between JPMorgan and the Issuer with respect to the subject matter hereof and supersedes in all respects all prior proposals, negotiations,
communications, discussions and agreements between the parties concerning the subject matter of this Agreement. 
  

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	 24.
	 WAIVERS AND AMENDMENTS 


 No failure or delay on the part of any party in exercising any power or right under this Agreement shall operate as a waiver, nor does any single or partial exercise of any power or right preclude any other or further
exercise, or the exercise of any other power or right. Any such waiver shall be effective only in the specific instance and for the purpose for which it is given. No amendment, modification or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the Issuer and JPMorgan. 
  

	 25.
	 BUSINESS DAY 


 Whenever any payment to be made hereunder shall be due on a day which is not a business day for JPMorgan, then such payment shall be made on JPMorgan’s next succeeding business day. 
  

	 26.
	 COUNTERPARTS 


 This Agreement may be executed in counterparts, each of which shall be deemed an original and such counterparts together shall constitute but one instrument. 
  

	 27.
	 HEADINGS 


 The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms of this Agreement. 
  

	 28.
	 GOVERNING LAW 


 This Agreement and the Notes shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws provisions thereof. 
  

	 29.
	 WAIVER OF TRIAL BY JURY 


 EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 
  

	 30.
	 ACCOUNT CONDITIONS 


 Each Account shall be subject to JPMorgan’s account conditions, as in effect from time to time. 
 IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by duly authorized officers as of the day and year first-above written. 
  

							
	 JPMORGAN CHASE BANK,
	 	 XTO ENERGY INC.

	 NATIONAL ASSOCIATION
	 		 	
				
	 By:
	 	 /s/ Maria
Romero                         
	 	 By:
	 	 /s/ Brent W.
Clum                               

				
	 Name:
	 	 Maria
Romero                              
	 	 Name:
	 	 Brent W.
Clum                                    

				
	 Title:
	 	 Assistant Vice President              
	 	 Title:
	 	 Vice President and Treasurer              

				
	 Date:
	 	 October 27, 2006
                        
	 	 Date:
	 	 October 27,
2006                                 


  

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 ADDITIONAL CLAUSES FOR NON-U.S. ISSUERS 
  

	 32.
	 AGENT FOR SERVICE OR PROCESS 


 The Issuer, for the benefit of JPMorgan and the holders from time to time of the Notes, hereby irrevocably appoints
                                        
                        , with offices on the date hereof located at
                                        
                                    , New York, New York
                     as its agent (the “Authorized Agent”) upon which process may be served in any Proceeding and hereby
agrees that service of process upon the Authorized Agent, by mail or delivery, shall be deemed in every respect effective service of process upon it in any such Proceeding. The Issuer agrees to take any and all action, including, but not limited to,
the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment by it of the Authorized Agent in full force and effect so long as any of the Notes shall be outstanding. Nothing herein
contained shall, however, in any manner limit the rights of JPMorgan or the holders of the Notes to serve process in any other manner permitted by applicable law. 
  

	 33.
	 WAIVER OF IMMUNITY  


 The Issuer irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of
sovereign immunity or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or for recovery of property, (iv) attachment of its assets (whether
before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceeding. 
  

	 34.
	 WITHHOLDING TAXES 


 The Issuer represents and warrants that there is no withholding or other tax, assessment or governmental charge imposed by
                                 [insert name of country] or any political
subdivision thereof or taxing authority therein on account of the Notes, this Agreement, or any payments thereon or hereunder. The Issuer agrees that in the event that any tax, assessment or change shall hereafter become applicable, it shall
promptly notify JPMorgan in writing and further agrees that all amounts payable by it in respect of any Note or this Agreement shall be paid without set-off or counterclaim and free and clear of, and without deduction or withholding for or on
account of, any present or future tax, assessment or other governmental charge or any interest or penalty thereon (collectively, “Tax”) imposed, levied, collected, assessed or required to be deducted, withheld or paid by or for the
account of                                  [insert name of country] or any taxing
authority or political subdivision thereof or therein. If any such Tax is required by law to be withheld or deducted from any such payment, the Issuer shall pay the full amount of such Tax and pay such additional amounts as may be necessary to
ensure that the net amount actually received by the person entitled to such payment is equal to the amount such person would have received had no such Tax been withheld from such payment, provided that the Issuer shall not be required to pay
any such additional amount on account of any Tax that would not have been so imposed but for the existence of any present or former personal or business connection between the person entitled to such payment and
                     [insert name of country] other than the mere receipt of such payment or the ownership or holding of such Note.









	 35.
	 JUDGMENT CURRENCY 


 The obligation of the Issuer to make payment in lawful currency of the United States of America (“Dollars”) of any and all amounts due hereunder or under the Notes shall not be discharged or satisfied by any tender or any
recovery pursuant to any judgment in any currency other than Dollars, except to the extent that such tender or recovery shall result in the actual receipt by JPMorgan in New York or the holders of the Notes of the full amount of Dollars payable
hereunder or under the Notes, and shall be enforceable as an alternative or additional cause of action for the purpose of recovering in Dollars the amount, if any, by which such actual receipt shall fall short of the full amount of Dollars so paid.

  

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 EXHIBIT A 
 (DTC Master Note) 
 The Depository Trust Company 
 A subsidiary of The Depository Trust & Clearing Corporation 
 CORPORATE COMMERCIAL PAPER – MASTER NOTE 
  

									
					
		 		 		 		 	  
		 		 		 		 	(Date of Issuance)

                                       
   (“Issuer”), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company, or to registered assigns: (i) the principal amount, together with unpaid accrued interest
thereon, if any, on the maturity date of each obligation identified on the records of Issuer (the “Underlying Records”) as being evidenced by this Master Note, which Underlying Records are maintained by
                                        
(“Paying Agent”); (ii) interest on the principal amount of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records; and (iii) the principal amount
of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records. Interest shall be calculated at the rate and according to the calculation convention specified on the
Underlying Records. Payments shall me made by wire transfer to the registered owner from Paying Agent without the necessity of presentation and surrender of this Master Note. 
 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF. 
 This Master Note is a valid and binding obligation of Issuer. 
 Not Valid Unless Countersigned for Authentication by Paying Agent. 
  

									
				
	  	 		 		 	  
		 	Paying Agent	 		 		 	(Issuer)
					
	 By:
	 	  	 		 	 By:
	 	  
		 	Authorized Countersignature	 		 		 	(Authorized Signature)
				
		 		 		 	  
		 		 		 		 	(Guarantor)
					
		 		 		 	 By:
	 	  
		 		 		 		 	(Authorized Signature)

  
 

 







 At the request of the registered owner, Issuer shall promptly issue and deliver one or more separate note
certificates evidencing each obligation evidenced by this Master Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall not longer be evidenced by this Master Note. 
  

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto 
  

 (Name, Address, and Taxpayer Identification Number of Assignee) 
 the Master Note and all rights thereunder, hereby irrevocably constituting and appointing
                                     attorney to transfer said
Master Note on the books of Issuer with full power of substitution in the premises. 
  

									
	 Dated:
	 		 		 	  
	 Signature(s) Guaranteed:
	 		 		 	 (Signature)

				
		 		 		 	 Notice: The signature on this assignment must correspond with the name as written upon the face of this Master Note, in every particular, without alteration or enlargement
or any change whatsoever.


  

 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC ( and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  







 EXHIBIT B 
 (DTC Letter of Representations) 
 The Depository Trust Company 
 A subsidiary of The Depository Trust & Clearing Corporation 
 Book-Entry-Only Corporate Commercial Paper 
 (Master Note) Program 
 Letter of Representations 
 [To be
Completed by Issuer, Issuing Agent, and Paying Agent] 
  

 [Name of Issuer] 
  
  

 [Name and DTC Participant Number of Issuing Agent and Paying Agent] 
  

									
					
		 		 		 		 	  
		 		 		 		 	(Date)

 Attention: Underwriting Department 
 The Depository Trust Company 
 55 Water Street, 25th Floor 
 New York, NY 10041-0099 

					
			
		 	 Re:
	 	  
			
		 		 	  
			
		 		 	  
		 		 	[Description of Program, including reference to the provision of the Securities Act of 1933, as amended, pursuant to which Program is exempt from registration.]

 Ladies and Gentlemen: 
 This letter sets forth our understanding with respect to certain matters relating to the issuance by Issuer from time to time of notes
under its Commercial Paper program described above (the “Securities”). Issuing Agent shall act as issuing agent with respect to the Securities. Paying Agent shall act as paying agent or other such agent of Issuer with respect to the
Securities. Issuance of the Securities has been authorized pursuant to a prospectus supplement, offering circular, or other such document authorizing the issuance of the Securities dated
                                        
    . 
 Paying Agent has entered into a Money Market Instrument or Commercial Paper Certificate
Agreement with The Depository Trust Company (“DTC”) dated as of
                                        
        , pursuant to which Paying Agent shall act as custodian of a Master Note Certificate evidencing the Securities, when issued. Paying Agent shall amend Exhibit A to such Certificate Agreement to
include the program described above, prior to issuance of the Securities. 
  
 

 







 To induce DTC to accept the Securities as eligible for deposit at DTC and to act in
accordance with its Rules with respect to the Securities, Issuer, Issuing Agent, and Paying Agent make the following representations to DTC: 
 1. The Securities shall be evidenced by a Master Note Certificate in registered form registered in the name of DTC’s nominee, Cede & Co., and such Master Note Certificate shall represent 100% of the
principal amount of the Securities. The Master Note Certificate shall include the substance of all material provisions set forth in the DTC model Commercial Paper Master Note, a copy of which previously has been furnished to Issuing Agent and Paying
Agent, and may include additional provisions as long as they do not conflict with the material provisions set forth in the DTC model. 
 2. Issuer: (a) understands that DTC has no obligation to, and will not, communicate to its participants (“Participants”) or to any person having an interest in the Securities any information contained
in the Master Note Certificate; and (b) acknowledges that neither DTC’s Participants nor any person having an interest in the Securities shall be deemed to have notice of the provisions of the Master Note Certificate by virtue of
submission of such Certificate to DTC. 
 3. For Securities to be issued at a discount from the face value to be paid at
maturity (“Discount Securities”), Issuer or Issuing Agent has obtained from the CUSIP Service Bureau a written list of two basic six-character CUSIP numbers (each of which uniquely identifies Issuer and two years of maturity dates for the
Discount Securities to be issued under its Commercial Paper program described above). The CUSIP numbers on such list have been reserved for future assignment to issues of the Discount Securities based on the maturity year of the Discount Securities
and will be perpetually reassignable in accordance with DTC’s Procedures, including DTC’s Final Plan for DTC Money Market Programs and DTC’s Issuing/Paying Agent General Operating Procedures for Corporate Commercial Paper (the
“MMI Procedures”), a copy of which previously has been furnished to Issuing Agent and Paying Agent. 
 For
Securities to be issued at face value with interest to be paid at maturity only or periodically (“Interest Bearing Securities”), Issuer or Issuing Agent has obtained from the CUSIP Service Bureau a written list of approximately 900
nine-character numbers (the basic first six characters of which are the same and uniquely identify Issuer and the Interest Bearing Securities to be issued under its Commercial Paper program described above). The CUSIP numbers on such list have been
reserved for future assignment to issues of the Interest Bearing Securities. At any time when fewer than 100 of the CUSIP numbers on such list remain unassigned, Issuer or Issuing Agent shall promptly obtain from the CUSIP Service Bureau an
additional written list of approximately 900 such numbers. 
 4. When Securities are to be issued through DTC, Issuing Agent
shall notify Paying Agent and shall give issuance instructions to DTC in accordance with the MMI Procedures. The giving of such issuance instructions, which include delivery instructions, to DTC shall constitute: (a) a representation that the
Securities are issued in accordance with applicable law; and (b) a confirmation that the Master Note Certificate evidencing such Securities, in the form described in paragraph 1, has been issued and authenticated. 
  

 -2- 








 5. All notices and payment advises sent to DTC shall contain the CUSIP number of the
Securities. 
 6. Issuer recognizes that DTC does not in any way undertake to, and shall not have any responsibility to,
monitor or ascertain the compliance of any transactions in the Securities with the following, as amended from time to time: (a) any exemptions from registration under the Securities Act of 1933; (b) the Investment Company Act of 1940;
(c) the Employee Retirement Income Security Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-regulatory organizations (as defined under the Securities Exchange Act of 1934); or (f) any other local,
state, federal, or foreign laws or regulations thereunder. 
 7. Notwithstanding anything set forth in any document relating
to a letter of credit facility, neither DTC nor Cede & Co. shall have any obligations or responsibilities relating to the letter of credit facility, if any, unless such obligations or responsibilities are expressly set forth herein.

 8. If issuance of Securities through DTC is scheduled to take place one or more days after Issuing Agent has given
issuance instructions to DTC, Issuing Agent may cancel such issuance by giving a cancellation instruction to DTC in accordance with the MMI Procedures. 
 9. At any time that Paying Agent has Securities in its DTC accounts, it may request withdrawal of such Securities from DTC by giving a withdrawal instruction to DTC in accordance with the MMI Procedures. Upon
DTC’s acceptance of such withdrawal instruction, Paying Agent shall reduce the principal amount of the Securities evidenced by the Master Note Certificate accordingly. 
 10. In the event of any solicitation of consents from or voting by holders of the Securities, Issuer, Issuing Agent, or Paying Agent shall establish a record date for such purposes (with no
provision for revocation of consents or votes by subsequent holders) and shall send notice of such record date to DTC’s Reorganization Department, Proxy Unit no fewer than 15 calendar days in advance of such record date. If sent by telecopy,
such notice shall be directed to (212) 855-5181 or (212) 855-5182. If the party sending the notice does not receive a telecopy receipt from DTC such party shall confirm DTC’s receipt of such telecopy by telephoning
(212) 855-5187. For information regarding such notices, telephone The Depository Trust and Clearing Corporation’s Proxy hotline at (212) 855-5191. 
 11. Paying Agent may override DTC’s determination of interest and principal payment dates, in accordance with the MMI Procedures. 
 12. Notice regarding the amount of variable interest and principal payments on the Securities shall be given to DTC by Paying Agent in
accordance with the MMI Procedures. 
 13. All notices sent to DTC shall contain the CUSIP number of the Securities.

 14. Paying Agent shall confirm with DTC daily, by CUSIP number, the face value of the Securities outstanding, and Paying
Agent’s corresponding interest and principal payment obligation, in accordance with the MMI Procedures. 
  

 -3- 








 15. DTC may direct Issuer, Issuing Agent, or Paying Agent to use any other number or
address as the number or address to which notices or payments may be sent. 
 16. Payments on the Securities, including
payments in currencies other than the U.S. Dollar, shall be made by Paying Agent in accordance with the MMI Procedures. 
 17. In the event that Issuer determines that beneficial owners of the Securities shall be able to obtain certificated Securities, Issuer, Issuing Agent, or Paying Agent shall notify DTC of the availability of certificates. In such event,
Issuer, Issuing Agent, or Paying Agent shall issue, transfer, and exchange certificates in appropriate amounts, as required by DTC and others. 
 18. Issuer authorizes DTC to provide to Issuing Agent and/or Paying Agent listings of DTC Participants’ holdings, known as Security Position Reports (“SPRs”) with respect to the Assets from time to time
at the request of Issuing Agent or Paying Agent. DTC charges a fee for such SPRs. This authorization, unless revoked by Issuer, shall continue with respect to the Assets while any Assets are on deposit at DTC, until and unless Issuing Agent and/or
Paying Agent shall no longer be acting as Issuing and/or Paying Agent for Issuer. In such event, Issuer shall provide DTC with similar evidence, satisfactory to DTC, of the authorization of any successor thereto so to act. Proxy Web Services are
available at www.dtc.org. To register for or inquire about Proxy Web Services, telephone The Depository Trust and Clearing Corporation’s Proxy Hotline at (212) 855-5191. 
 19. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable
notice to Issuer, Issuing Agent, or Paying Agent (at which time DTC will confirm with Issuer, Issuing Agent, or Paying Agent the aggregate amount of Securities outstanding by CUSIP number). Under such circumstances, at DTC’s request Issuer,
Issuing Agent, and Paying Agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Securities to any Participant having Securities credited to its DTC accounts. 
 20. Nothing herein shall be deemed to require Issuing Agent or Paying Agent to advance funds on behalf of Issuer. 
 21. This Letter of Representations may be executed in any number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts together shall constitute but one and the same instrument. 
 22. This Letter of
Representations shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law. 
 23. The sender of each notice delivered to DTC pursuant to this Letter of Representations is responsible for confirming that such notice was properly received by DTC. 
 24. Issuer represents that the Securities are not securities of an issuer that is listed on the Office of Foreign Asset Control
(“OFAC”) issuer list distributed by the U.S. Department of the Treasury, or of an issuer that is incorporated in a country that is on the OFAC list of “pariah” countries. 
  

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 25. Issuer, Issuing Agent and Paying Agent shall comply with the applicable requirements
stated in DTC’s MMI Procedures, as they may be amended from time to time. 
 26. The following riders, attached hereto,
are hereby incorporated into this Letter of Representations: 
  

  

 [The remainder of this page was
intentionally left blank.] 
  

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 Note: 
 Schedule A contains statements that DTC believes 
 accurately describe DTC, the method of effecting

 book-entry transfer of securities distributed 
 through DTC, and certain related matters. 
  

			
	 Very truly yours,

	
	  

		
		 	[Issuer]
	 By:
	 	  

		
		 	[Authorized Officer’s Signature]
	
	  

		
		 	[Guarantor]
		
	 By:
	 	  

		
		 	[Authorized Officer’s Signature]
	
	  

		
		 	[Issuing Agent]
		
	 By:
	 	  

		
		 	[Authorized Officer’s Signature]
	
	  

		
		 	[Paying Agent]
		
	 By:
	 	  

		
		 	[Authorized Officer’s Signature]


 Received and Accepted: 
 THE DEPOSITORY TRUST COMPANY 
  

	 cc:
	 Underwriter 



	     
	 Underwriter’s Counsel 


  

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 SCHEDULE A 
 SAMPLE OFFERING DOCUMENT LANGUAGE 
 DESCRIBING BOOK-ENTRY-ONLY ISSUANCE 
 (Prepared by DTC—bracketed material may be applicable only to certain issues) 
 1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as
fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for
[each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to
each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 
 2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC”s
participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the
National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange
LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file
with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. 
 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security
(“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests
in the Securities are to be accomplished by entries 
  

 -i- 








 made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 
 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or
may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 
 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to
them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee
holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.] 
 [6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 
 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its
usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited
on the record date (identified in a listing attached to the Omnibus Proxy). 
 8. Redemption proceeds, distributions, and
dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of
funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of
DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants. 
  

 -ii- 








 [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or
tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants
on DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.] 
 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained,
Security certificates are required to be printed and delivered. 
 11. Issuer may decide to discontinue use of the system of
book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 
 12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

  

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 EXHIBIT C 
 FORM OF OPINION 
 Model Opinion of Counsel to XTO Energy Inc. 
 [Date] 
 [ Name and Address of Dealer]

  
 Ladies and Gentlemen: 

We have acted as counsel to
                            , a
                     corporation (the “Issuer”), in connection with the proposed offering and sale by the Issuer in the United
States of commercial paper in the form of short-term promissory notes (the “Notes”). 
 In our capacity as such counsel, we have
examined a specimen form of Note, an executed copy of the Commercial Paper Dealer Agreement dated
                            ,
             (the “Agreement”) between the Issuer and
                             (the “Dealer”), and the Issuing and Paying Agency Agreement
dated             ,              (the “Issuing and Paying Agency Agreement”) between the Issuer and
            , as issuing and paying agent (the “Issuing and Paying Agent”) as well as originals, or copies certified or otherwise identified to our satisfaction, of such
other records and documents as we have deemed necessary as a basis for the opinions expressed below. In such examination, we have assumed the genuineness of all documents submitted to us as originals, and the conformity to the originals of all
documents submitted to us as copies. 
 Capitalized terms used herein without definition are used as defined in the
Agreement. 
 Based upon the foregoing, it is our opinion that: 
  

	 	 1.
	 The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the state of
                     and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Notes,
the Agreement and the Issuing and Paying Agency Agreement. 


  

	 	 2.
	 Each of the Agreement and the Issuing and Paying Agency Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid
and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as rights under the Agreement to indemnity and contribution may be limited by federal or state laws. 


  

	 	 3.
	 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute
legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 


  








	 	 4.
	 The issuance and sale of Notes under the circumstances contemplated by the Agreement and the Issuing and Paying Agency Agreement do not require registration of
the Notes under the Securities Act of 1933, as amended, pursuant to the exemption from registration contained in Section 4(2) thereof [and Regulation D thereunder], and do not require compliance with any provision of the Trust Indenture Act of
1939, as amended; and the Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. 


  

	 	 5.
	 No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the Securities and Exchange
Commission, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, the Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky
laws of the various states in connection with the offer and sale of the Notes. 


  

	 	 6.
	 Neither the execution and delivery of the Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and
Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions of either thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever
upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which
it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound. 


  

	 	 7.
	 There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its
subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under the Agreement, the Notes or the
Issuing and Paying Agency Agreement except as described in the Private Placement Memorandum. 


  

	 	 8.
	 The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 


 This opinion may be delivered to the Issuing and Paying Agent, each holder from time to time of Notes and any nationally recognized rating agency (in
connection with the rating of the Notes), each of which may rely on this opinion to the same extent as if such opinion were addressed to it. 
 Very truly yours,