Exhibit
      10.1




**EXECUTION
        COPY**
 
 
 
 
 **TXU
        ENERGY COMPANY LLC,**
 ***as
        Borrower***
 __________________________________________
 
 **REVOLVING
        CREDIT AGREEMENT**
 
 
 Dated
        as of March 1, 2007
 
 __________________________________________
 
 
 **CREDIT
        SUISSE, CAYMAN ISLANDS BRANCH**
 ***as
        Administrative Agent***
 
 **CREDIT
        SUISSE, CAYMAN ISLANDS BRANCH**
 **CITIBANK,
        N.A.**
 ***as
        Fronting Banks***
 
 
 
 **CREDIT
        SUISSE SECURITIES (USA) LLC**
 **CITIGROUP
        GLOBAL MARKETS INC** **.**
 ***Joint
        Lead Arrangers*** **** ***and
        Bookrunners***
 
 
  
   TABLE
        OF CONTENTS
 
 ***Page***Article
                  I DEFINITIONS; CONSTRUCTION
              1SECTION
                  1.01.Defined Terms.
              1SECTION
                  1.02. Terms Generally.
              16Article
                  II THE CREDITS
              16SECTION
                  2.01. Commitments.
              16SECTION
                  2.02. Loans.
              17SECTION
                  2.03. Borrowing Procedure.
              18SECTION
                  2.04. Fees.
              18SECTION
                  2.05. Repayment of Loans; Evidence of Indebtedness.
              19SECTION
                  2.06. Interest on Loans.
              20SECTION
                  2.07. Alternate Rate of Interest.
              20SECTION
                  2.08. Termination and Reduction of Commitments.
              21SECTION
                  2.09. Prepayment.
              21SECTION
                  2.10. Reserve Requirements; Change in Circumstances.
              22SECTION
                  2.11. Change in Legality.
              24SECTION
                  2.12. Pro Rata Treatment.
              24SECTION
                  2.13. Sharing of Setoffs.
              25SECTION
                  2.14. Payments.
              25SECTION
                  2.15. Taxes.
              26SECTION
                  2.16. Assignment of Commitments Under Certain
                  Circumstances.
              28SECTION
                  2.17. Letters of Credit.
              29Article
                  III REPRESENTATIONS AND WARRANTIES
              32SECTION
                  3.01. Organization; Powers.
              33SECTION
                  3.02. Authorization.
              33SECTION
                  3.03. Enforceability.
              33SECTION
                  3.04. Governmental Approvals.
              33SECTION
                  3.05. Financial Statements.
              33SECTION
                  3.06. Litigation.
              34SECTION
                  3.07. Federal Reserve Regulations.
              34SECTION
                  3.08. Investment Company Act.
              34SECTION
                  3.09. No Material Misstatements.
              34SECTION
                  3.10. Taxes.
              35SECTION
                  3.11. Employee Benefit Plans.
              35SECTION
                  3.12. Significant Subsidiaries.
              35SECTION
                  3.13. Environmental Matters.
              36SECTION
                  3.14. Solvency.
              36Article
                  IV CONDITIONS
              36SECTION
                  4.01. Initial Extensions of Credit.
              36SECTION
                  4.02. Conditions for All Extensions of Credit.
              38Article
                  V COVENANTS
              39SECTION
                  5.01. Existence.
              39SECTION
                  5.02. Compliance With Laws; Business and Properties.
              39
 
  i
  
 SECTION
                  5.03. Financial Statements, Reports, Etc.
              39SECTION
                  5.04. Insurance.
              41SECTION
                  5.05. Taxes, Etc.
              41SECTION
                  5.06. Maintaining Records; Access to Properties and
                  Inspections.
              41SECTION
                  5.07. ERISA.
              41SECTION
                  5.08. Use of Proceeds.
              41SECTION
                  5.09. Consolidations, Mergers, Sales and Acquisitions of Assets
                  and
                  Investments in Subsidiaries.
              41SECTION
                  5.10. Limitations on Liens.
              43SECTION
                  5.11. Fixed Charge Coverage Ratio.
              45SECTION
                  5.12. Debt to Total Capitalization Ratio.
              45SECTION
                  5.13. Restrictive Agreements.
              45Article
                  VI EVENTS OF DEFAULT
              45Article
                  VII THE AGENT
              48Article
                  VIII MISCELLANEOUS
              50SECTION
                  8.01. Notices.
              50SECTION
                  8.02. Survival of Agreement.
              51SECTION
                  8.03. Binding Effect.
              51SECTION
                  8.04. Successors and Assigns.
              51SECTION
                  8.05. Expenses; Indemnity.
              54SECTION
                  8.06. Right of Setoff.
              56SECTION
                  8.07. Applicable Law.
              56SECTION
                  8.08. Waivers; Amendment.
              56SECTION
                  8.09. Entire Agreement.
              57SECTION
                  8.10. Severability.
              57SECTION
                  8.11. Counterparts.
              57SECTION
                  8.12. Headings.
              57SECTION
                  8.13. Interest Rate Limitation.
              57SECTION
                  8.14. Jurisdiction; Venue.
              58SECTION
                  8.15. Confidentiality.
              59SECTION
                  8.16. Electronic Communications.
              59
 
 
 
  ii
  EXHIBITS
        AND SCHEDULES
 
 Exhibit
                  A
              -
              Form
                  of Assignment and Acceptance
 Exhibit
                  B
              -
              Form
                  of Borrowing Request
 Exhibit
                  C
              -
              Form
                  of Prepayment Notice
 
 Schedule
        2.01   -  Commitments
 Schedule
        2.17(i)   -  LC
        Fronting Bank Commitments
 Schedule
        5.13   -  Restrictive
        Agreements
  iii
   REVOLVING
        CREDIT AGREEMENT (this “ ***Agreement*** ”),
        dated as of March 1, 2007, among TXU Energy Company LLC, a Delaware limited
        liability company (the “ ***Borrower*** ”),
        the lenders listed in Schedule 2.01 (together with their successors and
        assigns, the “ ***Lenders*** ”),
        Credit Suisse, Cayman Islands Branch (“ ***CS*** ”),
        as administrative agent for the Lenders (in such capacity, the “ ***Agent*** ”)
        and as a fronting bank for letters of credit issued hereunder, and Citibank,
        N.A., as
        a fronting bank for letters of credit issued hereunder .
 
 WITNESSETH:
  WHEREAS,
        the Borrower has requested that the Lenders and the Fronting Banks provide
        the
        revolving credit and letter of credit 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 CS 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.
  “ ***Acquisition
        Date*** ”
        shall mean the date as of which a person or group of related persons first
        acquires more than 30% of any outstanding class of Voting Shares of TXU (within
        the meaning of Section 13(d) or 14(d) of the Exchange Act, and the
        applicable rules and regulations thereunder).
  “ ***Administrative
        Fees*** ”
        shall have the meaning assigned to such term in
        Section 2.04(c).
  “ ***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.
   1
  “ ***Agent*** ”
        shall have the meaning given such term in the preamble hereto.
  “ ***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 CS 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 CS, of the quotations for the day of
        such
        transactions received by CS from three Federal funds brokers of recognized
        standing selected by it. If for any reason CS shall have determined (which
        determination shall be conclusive absent manifest error; *provided* that CS 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 CS 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
        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 has
        occurred and is continuing, the Applicable Margins set forth below shall
        be
        increased for each Applicable Rating Level by 2.00%.
  Applicable
                Rating
                Level
              1
              2
              3
              4
              5Percentage*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
   2
   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 LevelA-
                  or better
                A3
                  or better
              1BBB+
                Baa1
              2BBB
                Baa2
              3BBB-
                Baa3
              4Below
                  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. “ ***Available
        Commitments*** ” shall refer to the aggregate of the Lenders’ Available Commitments.
  “ ***Board*** ”
        shall mean the Board of Governors of the Federal Reserve System of the United
        States.
  “ ***Board
        of Directors*** **”** shall mean the board of directors of TXU or any duly authorized committee
        thereof.
  “ ***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).
  “ ***Borrowing*** ”
        shall mean 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
   3
  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.
  “ ***Cash
        Collateral Account*** ”
        shall have the meaning assigned to such term in Article VI.
  a
        “ ***Change
        in Control*** ”
        shall be deemed to have occurred if (i) any
        person or “group” (within the meaning of Section 13(d) or 14(d) of the
        Exchange Act, as amended, and the rules and regulations promulgated thereunder)
        shall acquire beneficial ownership of more than 30% of any outstanding class
        of
        Voting Shares of TXU unless such acquisition shall have been approved prior
        to
        the applicable Acquisition Date by a majority of Disinterested Directors
        of TXU
        or (ii) during any period of 12 consecutive months, a majority of the
        members of the Board of Directors cease to be composed of individuals (A)
        who
        were members of Board of Directors on the first day of such period, (B) whose
        election or nomination to the Board of Directors was approved by individuals
        referred to in clause (i) above constituting at the time of such election
        or
        nomination at least a majority of the Board of Directors or (C) whose election
        or nomination to the Board of Directors was approved by individuals referred
        to
        in clauses (i) and (ii) above constituting at the time of such election or
        nomination at least a majority of the Board of Directors.
  “ ***Code*** ”
        shall mean the Internal Revenue Code of 1986, as the same may be amended
        from
        time to time.
  “ ***Commission*** ”
        shall mean the Public Utility Commission of the State of Texas.
  “ ***Commitment*** ” shall
        mean, with respect to any Lender, the commitment of such Lender set forth
        in
        Schedule 2.01 hereto to make Loans and to purchase participations in Letters
        of
        Credit, as such Commitment may be permanently terminated or reduced from
        time 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. “ ***Commitments*** ”
        shall mean the aggregate of the Lenders’ Commitments.
  “ ***Commitment
        Fee*** ”
        shall have the meaning assigned to such term in Section 2.04(a).
  “ ***Commitment
        Fee Percentage*** ”
        shall mean, at any time, the percentage *per
        annum* set forth below in the column under the Applicable Rating Level at such time.
  Applicable
                  Rating Level
              1
              2
              3
              4
              5Percentage*Per
                  annum*Commitment
                  Fee
              0.100%
              0.125%
              0.150%
              0.175%
              0.200%
 
   4
  “ ***Commitment
        Termination Date*** ”
        shall mean the earlier of (i) the
        date of any issuance by the Borrower of any debt or preferred equity securities
        or the entering into by the Borrower of any credit facility, including any
        extension or refinancing of any other debt of the Borrower, but excluding
        the
        issuance of pollution control revenue bonds, commercial paper and the
        Incremental Notes, borrowings and extensions of credit under uncommitted
        lines
        of credit and other credit facilities in place on February
        24, 2007 and (ii) February 23, 2008.
  “ ***Consolidated
        Earnings Available for Fixed Charges*** ”
        shall mean, for any twelve-month period, (i) consolidated net income,
        calculated after deducting preferred stock dividends and preferred securities
        distributions of Subsidiaries of the Borrower, but before any extraordinary
        items and before the effect in such twelve-month period of any change in
        GAAP
        becoming effective after December 31, 2006 *less* (ii) allowances for equity funds used during construction to the extent
        that such allowances, taken as a whole, increased such consolidated net income, *plus* (iii) provisions for Federal income taxes, to the extent that such
        provisions, taken as a whole, decreased such consolidated net income, *plus* (iv) Consolidated Fixed Charges, *less* (v) revenues arising from competitive transition charges, *plus* (vi) depreciation and amortization, all determined for such twelve-month
        period
        with respect to the Borrower and its Consolidated Subsidiaries on a consolidated
        basis; *provided,
        however* ,
        that in computing Consolidated Earnings Available for Fixed Charges for any
        twelve-month period, the following shall be added to the extent that the
        following decreased consolidated net income: (A) any non-cash book losses
        or
        charges, (B) any
        cash charges, **** in
        an amount of up to $500,000,000 (calculated on an aggregate basis throughout
        the
        term of this Agreement), as a result of (1) rulings by federal or state
        regulatory bodies having jurisdiction over the Borrower or its Consolidated
        Subsidiaries and (2) the early retirement, repurchase or termination of debt
        or
        other securities or financing arrangements, including premiums, relating
        to
        liability management activities and (3) initiatives implemented pursuant
        to the
        performance improvement programs of TXU and its Subsidiaries as described
        by TXU
        in the Spring of 2004, including, but not limited to, severance costs, plant
        or
        mine closings, asset dispositions, restructuring charges and transaction
        costs
        and (C) any losses
        incurred in connection with Preferred Membership Interest Repurchases.
  “ ***Consolidated
        Fixed Charges*** ”
        shall mean, for any twelve-month period, the sum (without duplication) of
        (i) interest expense (excluding any such expense (A) in respect of the
        amortization of debt discount relating to the Preferred Membership Interests,
        (B) incurred in connection with Preferred Membership Interest Repurchases
        and
        (C) incurred in connection with any charges, write-offs or premiums resulting
        from the early retirement of debt relating to liability management activities,
        in each case to the extent included in the calculation of interest expense)
        and
        (ii) preferred stock dividends and preferred securities distributions
        (excluding any such dividends or distributions incurred in connection with
        Preferred Membership Interest Repurchases), all determined for such twelve-month
        period with respect to the Borrower and its Consolidated Subsidiaries on
        a
        consolidated basis.
  “ ***Consolidated
        Senior Debt*** ”
        shall mean the Senior Debt of the Borrower and its Consolidated Subsidiaries
        determined on a consolidated basis, excluding, however, up to
   5
  $400,000,000
        in the aggregate, at any time of determination, of Senior Debt described
        in
        clause (iii) of the definition of “Senior Debt”.
  “ ***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, *plus*  (iv)
        Preferred Membership Interests; *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: (1)
        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 and (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 TXU’s 4+4 performance improvement program,
        including, but not limited to, severance costs, plant or mine closings, asset
        dispositions, restructuring charges and transaction costs and (2) any losses
        incurred in connection with Preferred Membership Interest Repurchases.
  “ ***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, is treated as a single employer under Section 414(b) or
        414(c) of the Code.
  “ ***CS*** ”
        shall have the meaning given such term in the preamble hereto.
  “ ***Debt
        Ratings*** ”
        shall mean the ratings (whether explicit or implied) assigned by S&P and
        Moody’s to the senior unsecured 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.
  “ ***Disinterested
        Director*** ”
        shall mean any member of the Board of Directors who is not affiliated, directly
        or indirectly, with, or appointed by, a person or group of related persons
        (other than TXU, any Subsidiary of TXU **** or
        any pension, savings or other employee benefit plan for the benefit of employees
        of TXU) acquiring the beneficial ownership of more than 30% of the outstanding
        Voting Shares of TXU (within the
   6
  meaning
        of Section 13(d) or 14(d) of the Exchange Act, and the applicable rules and
        regulations thereunder) and who either was a member of the Board of Directors
        prior to the Acquisition Date or was recommended for election by a majority
        of
        the Disinterested Directors in office prior to the Acquisition
        Date.
  “ ***dollars*** ”
        or “ ***$*** ”
        shall mean lawful money of the United States of America.
  “ ***Drawdown
        Fee*** ”
        shall have the meaning assigned to such term in Section 2.04(e).
  “ ***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.
  “ ***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 is a member.
  “ ***ERISA
        Event*** ”
        shall mean (i) any Reportable Event; (ii) the adoption of any
        amendment to a Plan that would require the provision of security pursuant
        to
        Section 401(a)(29) of the Code or Section 307 of ERISA; (iii) the
        incurrence of any liability under Title IV of ERISA with respect to the
        termination of any Plan or the withdrawal or partial withdrawal of the Borrower
        or any of its ERISA Affiliates from any Plan or Multiemployer Plan;
        (iv) 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; (v) 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;
        (vi) 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; and (vii) any other similar
        event or condition with respect to a Plan or Multiemployer Plan that could
        result in liability of the Borrower other than a liability to pay premiums
        or
        benefits when due.
  “ ***Eurodollar
        Borrowing*** ”
        shall mean a Borrowing comprised of Eurodollar Loans.
   7
  “ ***Eurodollar
        Loan*** ”
        shall mean any 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
        Facility*** ”
        shall have the meaning ascribed to such term in Section 4.02(b).
  “ ***Extension
        of Credit*** ”
        shall mean (i) the making of a Loan or (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.
  “ ***Federal
        Funds Effective Rate*** ”
        shall have the meaning set forth in the definition of “Alternate Base
        Rate”.
  “ ***Fees*** ”
        shall mean the Commitment Fee, the Administrative Fees, the Fronting Fee,
        the
        Drawdown Fee, the LC Fee and any other fees provided for in the Letter
        Agreement.
  “ ***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) CS and Citibank, N.A., (ii) any Affiliate of any person listed
        in
        clause (i), and (iii) any 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(d).
  “ ***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.
  “ ***Holdings*** ”
        shall mean TXU US Holdings Company, a Texas corporation, and its successors.
  “ ***Incremental
        Notes*** ”
        means up to $1 billion in unsecured notes issued by the Borrower after February
        24, 2007 and maturing after March 3, 2008.
   8
  “ ***Indebtedness*** ” of any person shall mean (without duplication) all liabilities, obligations
        and
        indebtedness (whether contingent or otherwise) 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, (iii) as lessee under 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 (or for which the holder of such Indebtedness has an existing
        right,
        contingent or otherwise, to be secured by) a mortgage, lien, pledge, charge
        or
        other encumbrance on any asset of such person (with the Indebtedness of such
        person described in this clause (v) to be valued at the book value, net of
        accumulated depreciation, of such asset of such person securing such
        Indebtedness of others), (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,
        however* ,
        that for all purposes, the following shall be excluded from the definition
        of
“Indebtedness”: (A) amounts payable from the Borrower to TXU Delivery in
        connection with nuclear decommissioning costs, retail clawback or other
        regulatory transition issues and (B) any Indebtedness defeased by such person
        or
        by any Subsidiary of such person.
  “ ***Interest
        Payment Date*** ”
        shall mean, with respect to any Loan, the last day of the Interest Period
        applicable thereto and, in the case of a Eurodollar Loan with an Interest
        Period
        of more than three months’ duration, 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 Loan to a Loan of a different Type.
  “ ***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 months 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 relevant
        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
   9
  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.
  “ ***LC
        Fee*** ” shall have the meaning assigned to such term in
        Section 2.04(d).
  “ ***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).
  “ ***Lenders*** ”
        shall have the meaning given such term in the preamble hereto.
  “ ***Letter
        Agreement*** ”
        shall mean the Commitment Letter, dated February 24, 2007, among the Borrower,
        Citigroup Global Markets Inc., CS and Credit Suisse Securities (USA) LLC,
        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, with respect to any Eurodollar Borrowing for any Interest Period,
        the rate appearing on Page 3750 of the Telerate Service (or on any successor
        or
        substitute page of such service, or any successor to or substitute for such
        service, providing rate quotations comparable to those currently provided
        on
        such page of such service, as determined by CS from time to time for purposes
        of
        providing quotations of interest rates applicable to dollar deposits in the
        London interbank market) at approximately 11:00 a.m., London time, two Business
        Days prior to the commencement of such Interest Period as the rate for dollar
        deposits with a maturity comparable to such Interest Period. In the event
        that
        such rate is not available at such time for any reason,
   10
  then
        the “ ***LIBO
        Rate*** ”
        with respect to such Eurodollar Borrowing for such Interest Period shall
        be the
        rate at which dollar deposits of $5,000,000 and for a maturity comparable
        to
        such Interest Period are offered by the principal London office of CS in
        immediately available funds in the London interbank market at approximately
        11:00 a.m. London time, two Business Days prior to the commencement of such
        Interest Period.
  “ ***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 loan made pursuant to Section 2.02, whether made as
        a
        Eurodollar Loan or as an ABR Loan.
  “ ***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 a materially adverse change in the business, assets, operations
        or
        financial condition of the Borrower and its Subsidiaries, taken as a whole,
        that
        makes the Borrower unable to perform any of its obligations under this Agreement
        or that impairs the rights of, or benefits available to, the Lenders or any
        Fronting Bank under this Agreement.
  “ ***Moody’s*** ”
        shall mean Moody’s Investors Service, Inc.
  “ ***Multiemployer
        Plan*** ”
        shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA
        to
        which the Borrower or any ERISA Affiliate is making, or accruing an obligation
        to make, contributions, or has within any of the preceding five plan years
        made,
        or accrued an obligation to make, contributions.
  “ ***Operating
        Agreements*** ”
        shall mean (i) the Operating Agreement, dated April 28, 1978, as amended
        by the
        Modification of Operating Agreement, dated April 20, 1979, among TXU Mining
        and
        Holdings (formerly TXU Electric Company, successor to Dallas Power & Light
        Company, Texas Electric Service Company and Texas Power & Light Company) and
        the Borrower, TXU Energy Retail Company LP and TXU Generation Company LP
        (pursuant to the Assumption Agreement, dated December 31, 2001, by and
        among Holdings, the Borrower, TXU Energy Retail Company LP and TXU Generation
        Company LP) (“TXU Mining Operating Agreement”), and as it may be amended from
        time to time, or (ii) the Operating Agreement, dated December 15, 1976, between
        TXU Fuel and Dallas Power & Light Company, Texas Electric Service Company
        and Texas Power & Light Company (“TXU Fuel Operating Agreement”), as it may
        be amended from time to time; provided that no amendment of the TXU Mining
        Operating Agreement or the TXU Fuel Operating Agreement shall increase the
        scope
        of any Lien permitted under Section 5.10(j).
   11
  “ ***Outstanding
        Credits*** ”
        of any Lender shall mean, on any date of determination, an amount equal to
        (i)
        the aggregate principal amount of all outstanding Loans made by such Lender *plus* (ii) such Lender’s LC Outstandings on such date.
  “ ***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 Liens upon the production from property of power, gas, oil, coal,
        lignite or other minerals or timber, and the by-products and proceeds thereof,
        to secure the obligations to pay all or a part of the expenses of exploration,
        drilling, mining or development of such property only out of such production
        or
        proceeds;
  (e)  easements,
        restrictions, exceptions or reservations in any property and/or rights of
        way of
        such person for the purpose of roads, pipe lines, substations,
   12
  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.
  “ ***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.
  “ ***Preferred
        Membership Interest Repurchases*** ”
        shall mean the repurchase by TXU, directly or indirectly, of all or a portion
        of
        the Preferred Membership Interests and any subsequent purchase or purchases
        of
        Preferred Membership Interests by any affiliate of TXU.
   13
  “ ***Preferred
        Membership Interests*** ”
        shall mean the $750,000,000 aggregate liquidation preference amount of
        exchangeable preferred membership interests in the Borrower.
  “ ***Prepayment
        Notice*** ”
        shall have the meaning given such term in Section 2.09(a).
  “ ***Register*** ”
        shall have the meaning given such term in Section 8.04(d).
  “ ***Reportable
        Event*** ”
        shall mean any reportable event as defined in Sections 4043(c)(1)-(8) of
        ERISA
        or the regulations issued thereunder (other than a reportable event for which
        the 30 day notice requirement has been waived) with respect to a Plan
        (other than a Plan maintained by an ERISA Affiliate that is considered an
        ERISA
        Affiliate only pursuant to subsection (m) or (o) of Code
        Section 414).
  “ ***Request
        for Issuance*** ” shall mean a request for issuance of a Letter of Credit pursuant to Section
        2.17(a), in 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.
  “ ***S&P*** ”
        shall mean Standard & Poor’s Ratings Services (a division of The McGraw-Hill
        Companies, Inc.).
  “ ***SEC*** ”
        shall mean the Securities and Exchange Commission.
  “ ***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, (A) the aggregate amount of
        Preferred Membership Interests outstanding shall be excluded and (B) any
        amount
        of Equity Credit-Preferred Securities not included in the definition of
“Consolidated Shareholders Equity” shall be included.
  “ ***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
   14
  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 any such sale, lease,
        disposition or other transfer to a Wholly Owned Subsidiary of such
        person.
  “ ***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.
  “ ***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.
  “ ***Stated
        Amount*** ”
        shall mean the maximum amount available to be drawn by a beneficiary under
        a
        Letter of Credit.
  “ ***Subsidiary*** ”
        shall mean, with respect to any person (the “ ***parent*** ”),
        any corporation or other entity of which securities or other ownership interests
        having ordinary voting power to elect a majority of the board of directors
        or
        other persons performing similar functions are at the time directly or
        indirectly owned by such parent .
  “ ***Substantial*** ”
        shall mean, an amount in excess of 10% of the consolidated assets of the
        Borrower and its Consolidated Subsidiaries taken as a whole.
  “ ***Total
        Commitment*** ”
        shall mean, at any time, the aggregate amount of Commitments of all the Lenders,
        as in effect at such time. The initial amount of the Total Commitment is
        $1,500,000,000.
  “ ***TXU*** ”
        shall mean TXU Corp., a Texas corporation.
  “ ***TXU
        Delivery*** ”
        shall mean TXU Electric Delivery Company, a Texas corporation.
  “ ***TXU
        Fuel*** ”
        shall mean TXU Fuel Company, a Texas corporation, and its
        successors.
  “ ***TXU
        Mining*** ”
        shall mean TXU Mining Company LP, a Texas limited partnership, and its
        successors.
  “ ***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.
   15
  “ ***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 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 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 fifth 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.
   16
  Notwithstanding
        the foregoing, at no time shall (A) the aggregate amount of Outstanding Credits
        exceed the aggregate amount of the Lenders’ Commitments, (B) any Lender’s
        Outstanding Credits exceed the amount 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 aggregate amount of the Lenders’ Commitments 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 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. Loans.***
  (a)  Each
        Loan shall be made as part of a Borrowing consisting of Loans made by the
        Lenders ratably in accordance with their respective Commitments; *provided,
        however* ,
        that the failure of any Lender to make any Loan shall not in itself relieve
        any
        other Lender of its obligation to lend hereunder (it being understood, however,
        that no Lender shall be responsible for the failure of any other Lender to
        make
        any Loan required to be made by such other Lender). The Loans comprising
        any
        Borrowing shall be in an aggregate principal amount that is an integral multiple
        of $5,000,000 and not less than $25,000,000 (or an aggregate principal amount
        equal to the remaining balance of the Available Commitments).
  (b)  Each
        Borrowing 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 Loan; *provided* that any exercise of such option shall not affect the obligation of the Borrower
        to repay such Loan in accordance with the terms of this Agreement. Borrowings
        of
        more than one Type may be outstanding at the same time.
  (c)  Subject
        to subsection (d) below, each Lender shall make each Loan to be made by it
        hereunder on the proposed date thereof by wire transfer of immediately available
        funds to the 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. 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 amount is made available to the
   17
  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 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 Loan as part of such
        Borrowing for purposes of this Agreement.
  (d)  The
        Borrower may refinance all or any part of any Borrowing with a Borrowing
        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, 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.
  ***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 March 31, 2007) and on each date on which the Commitment of
        such
        Lender shall be terminated or reduced as provided herein, a commitment fee
        (a
“ ***Commitment
        Fee*** ”),
        at a rate *per
        annum* equal to the Commitment Fee Percentage on the unused portion of the Commitment
        of such Lender during
   18
  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)  All
        Commitment Fees shall be computed on the basis of the actual number of days
        elapsed in a year of 360 days. The Commitment Fee 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 the Commitment of such Lender as provided
        herein.
  (c)  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 Agreement (the “ ***Administrative
        Fees*** ”).
  (d)  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 Loans are then outstanding). 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.
  (e)  The
        Borrower agrees to pay to each Lender, through the Agent, on the date of
        the
        initial Extension of Credit, a fee equal to .55% of the Commitment of such
        Lender as of the date hereof (the “ ***Drawdown
        Fee*** ”).
  (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 Termination Date and (ii) ABR Loan shall be due and payable on
        the
        Commitment Termination Date.
  (b)  Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing the indebtedness to such Lender resulting from each
        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
   19
  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 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 CS, and such determination shall
        be
        conclusive absent manifest error; *provided* that CS shall, upon request, provide to the Borrower a certificate setting
        forth
        in reasonable detail the basis for such determination.
  ***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
   20
  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
        Commitments shall terminate 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 $10,000,000 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)  The
        Commitments shall, on each date on which the Borrower prepays or redeems
        all or
        any portion of the Incremental Notes, automatically and permanently reduce
        by a
        principal amount that is the same percentage of the Total Commitment on the
        date
        hereof as the principal amount of the Incremental Notes prepaid or redeemed
        on
        such date is of the original principal amount of Incremental Notes, determined
        on a cumulative basis, until the Total Commitment has been reduced to
        $500,000,000.
  (d)  Upon
        any reduction of the “Commitments” (as such term is defined in the Existing
        Facility), the Total Commitment shall automatically and permanently reduce
        by an
        amount that is the same percentage of the Total Commitment as of the date
        hereof
        that the amount of such reduction of the “Commitments” under the Existing
        Facility is of the aggregate amount of the “Commitments” under the Existing
        Facility as of the date hereof.
  (e)  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 Commitment Fee on the
        amount of the Commitments so terminated or reduced, in each case accrued
        through
        the date of such termination or reduction.
  ***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 C (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; *provided,
        however* ,
        that each
   21
  partial
        prepayment shall be in an amount which is an integral multiple of $10,000,000
        and not less than $10,000,000. Each Prepayment Notice shall specify the
        prepayment date and the principal amount of each Borrowing (or portion thereof)
        to be prepaid, shall be irrevocable and shall commit the Borrower to prepay
        such
        Borrowing (or portion thereof) by the amount stated therein on the date stated
        therein. All prepayments under this Section shall be subject to
        Section 8.05 but otherwise without premium or penalty. All prepayments
        under this Section shall be accompanied by accrued interest on the
        principal amount being prepaid to the date of payment.
  (b)  On
        any date on which the Total Commitment shall be reduced pursuant to Section
        2.08(c) or (d) 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(d) of (d)). 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 shall result
        in the
        imposition, modification or applicability of any reserve, special deposit
        or
        similar requirement against assets of, deposits with or for the account of
        or
        credit extended by any Lender or 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
        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
   22
  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 the Fronting Banks shall otherwise determine
        that
        such understanding is incorrect, it is agreed that the Lenders or the Fronting
        Banks, 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* ,
        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
   23
  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.
  (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 Borrowing, each payment or
        prepayment of principal of any Borrowing, each payment of interest on the
        Loans,
        each payment
   24
  of
        a reimbursement obligation in respect of a drawn Letter of Credit, each payment
        of the Commitment Fees, each reduction of the Total Commitment and each
        refinancing or conversion of any Borrowing with a Borrowing of any Type,
        shall
        be allocated *pro
        rata* among the Lenders in accordance with their respective Commitments (or, if
        such
        Commitments shall have expired or been terminated, in accordance with the
        respective principal amounts of their Outstanding Credits). For purposes
        of
        determining the Available Commitments of the Lenders at any time, the LC
        Outstandings shall be deemed to have utilized the Commitments of the Lenders *pro
        rata* in accordance with their respective Commitments at such time. Each Lender
        agrees
        that in computing such Lender’s portion of any Borrowing to be made hereunder,
        the Agent may, in its discretion, round each Lender’s percentage of such
        Borrowing 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 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 Loans or LC Outstandings as a result of which the unpaid
        principal portion of its Loans and LC Outstandings shall be proportionately
        less
        than the unpaid principal portion of the Loans 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 Loans or LC Outstandings of such other
        Lender,
        so that the aggregate unpaid principal amount of the Loans and LC Outstandings
        and participations in the Loans and LC Outstandings held by each Lender shall
        be
        in the same proportion to the aggregate unpaid principal amount of all Loans
        and
        LC Outstandings then outstanding as the principal amount of its Loans and
        LC
        Outstandings prior to such exercise of banker’s lien, setoff or counterclaim or
        other event was to the principal amount of all Loans 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 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 Loan 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 Two Penns Way, Suite
        200, New Castle, Delaware 19720, Attention: Bank Loan Syndications, in
        immediately available funds. Each such payment shall be made without
        off-set,
   25
  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
        (“ ***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, and all
        liabilities with respect to the Borrower Payments, but only to the extent
        reasonably attributable to the Borrower Payments, 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 by the jurisdiction under
        the
        laws of which the Agent, such Fronting Bank or such Lender (or Transferee)
        is
        organized or doing business through offices or branches located therein,
        or any
        political subdivision thereof (all such nonexcluded taxes, levies, imposts,
        deductions, charges, withholdings and liabilities, collectively or individually,
        “ ***Taxes*** ”).
        If the Borrower shall be required to deduct any Taxes from or in respect
        of any
        sum payable hereunder to any Lender (or any Transferee) or the Agent, or
        any
        Fronting Bank (i) the sum payable shall be increased by the amount (an
“ ***additional
        amount*** ”)
        necessary so that after making all required deductions (including deductions
        applicable to additional amounts payable under this Section) such Lender
        (or
        Transferee) or the Agent 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 shall make such deductions and (iii) the
        Borrower 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 United States Governmental
        Authority in accordance with applicable law any current or future stamp or
        documentary taxes or any other excise or property taxes, charges or similar
        levies that arise from any payment made hereunder or from the execution,
        delivery or registration of, or otherwise with respect to, this Agreement
        or the
        Letter Agreement (“ ***Other
        Taxes*** ”).
  (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 liability (including penalties,
        interest and expenses (including reasonable attorney’s fees and expenses))
        arising therefrom or with respect thereto, whether or not such Taxes or Other
        Taxes were correctly or legally asserted by the relevant United States
        Governmental Authority. A certificate setting forth and containing an
        explanation in reasonable detail of the manner in which such amount shall
        have
        been determined and the
   26
  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 Authority, 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 or Form W-8ECI, 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. 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
   27
  applicable
        lending office by designating a different lending office (a “ ***New
        Lending Office*** ”).
        In addition, each Non-U.S. Lender shall deliver such forms promptly upon
        the
        obsolescence or invalidity of any form previously delivered by such Non-U.S.
        Lender. Notwithstanding any other provision of this 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 or Non-U.S. Agent (including any Transferee), in respect
        of
        United States Federal, state or local 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, state or local withholding tax existed
        on the
        date such Non-U.S. Lender became a party to this Agreement (or, in the case
        of a
        Transferee that is a participation holder, on the date such participation
        holder
        became a Transferee hereunder) or, with respect to payments to a New Lending
        Office, the date such Non-U.S. Lender designated such New Lending Office
        with
        respect to 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
        provided further, 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
  28
 Lender
        under Section 2.15, the Borrower shall have the right, at their own
        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 interest accrued to the date of payment
        on
        the Loans made by it hereunder and all other amounts accrued for its account
        or
        owed to it hereunder and the 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 no
        later than the fifth 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 .
        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
        Letter 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 Commitments.
  29
 (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 three Business Days, 2%.
  (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 Payment Notice
        relating thereto, then, for so long as such failure shall continue, (i) such
        Fronting Bank shall be deemed to be a Lender hereunder owed a Loan, and for
        purposes of voting rights hereunder, having
        a Commitment increased by an amount equal to the outstanding principal amount
        due and payable by such non-performing Lender to the Agent for the account
        of
        such Fronting Bank pursuant to subsection (d) above and (ii) for purposes
        of
        voting 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
        for
        the account of which the relevant Letter of Credit
  30
 was
        issued (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 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
  31
 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.
   **ARTICLE
        III**
 **REPRESENTATIONS
        AND WARRANTIES**
  The
        Borrower represents and warrants to each Lender as follows:
  32
 ***SECTION
        3.01.*** **Organization;
        Powers.**
  The
        Borrower (i) is a limited liability company, duly formed, 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 would not 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 law, statute, rule or
        regulation (including, without limitation, the Margin Regulations) or of
        the
        certificate of incorporation or other constitutive documents (including the
        limited liability company agreement) of the Borrower or any of its Subsidiaries
        to which the Borrower is subject, (y) any order of any Governmental
        Authority or (z) 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.
  ***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.
  ***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 performance by the Borrower of this Agreement, except
        those as have been duly obtained and as are (i) in full force and effect,
        (ii) sufficient for their purpose and (iii) not subject to any pending or,
        to the knowledge of the Borrower, threatened appeal or other proceeding seeking
        reconsideration or review thereof.
  ***SECTION
        3.05.*** **Financial
        Statements.** ****
  (a)  Each
        of (i) the consolidated balance sheet of the Borrower and its Consolidated
        Subsidiaries as of December 31, 2005 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 for such fiscal year, and (ii) the unaudited consolidated
        balance sheet of the Borrower and its Consolidated Subsidiaries as of September
        30, 2006 and the related consolidated statements of income and
  33
 cash
        flows for the fiscal quarter then ended, set forth in the Borrower’s report on
        Form 10-Q for such fiscal quarter, copies of which have been made available
        to
        each of the Lenders and the Fronting Banks, present fairly (subject, in the
        case
        of such balance sheet and statements of income and cash flows set forth in
        such
        Quarterly Report on Form 10-Q, to year-end adjustments), 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 periods ending on such dates 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 September 30, 2006, there has been no Material Adverse Change, other
        than
        as a result of the matters excluded from the computation of Consolidated
        Earnings Available for Fixed Charges as set forth in the definition
        thereof.
  ***SECTION
        3.06.*** **Litigation.**
  Except
        as set forth in the Borrower Information, there is no action, suit or arbitral
        or governmental proceeding pending against, or to the knowledge of the Borrower
        threatened against or affecting, 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 result
        in a
        Material Adverse Change.
  ***SECTION
        3.07.*** **Federal
        Reserve Regulations.**
  (a)  Neither
        the Borrower nor any of its Subsidiaries is engaged principally, or as one
        of
        its important activities, in the business of extending credit for the purpose
        of
        purchasing or carrying Margin Stock.
  (b)  No
        part of the proceeds of any Extension of Credit will be used by the Borrower,
        whether directly or indirectly, and whether immediately, incidentally or
        ultimately, to purchase or carry Margin Stock or to refund indebtedness
        originally incurred for such purpose, or for any other purpose which entails
        a
        violation of, or which is inconsistent with, the provisions of the Margin
        Regulations.
  (c)  Not
        more than 25% of the value of the assets of the Borrower subject to the
        restrictions of Sections 5.09 and 5.10 is represented by Margin
        Stock.
  *SECTION
        3.08.Investment
        Company Act.*
  Neither
        the Borrower nor any of its Subsidiaries is an “investment company” as defined
        in, or subject to regulation under, the Investment Company Act of
        1940.
  ***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 contains or will contain any material
        misstatement of fact or omits or will omit to
  34
 state
        any material fact necessary to make the statements therein, in the light
        of the
        circumstances under which they were or will be made, not misleading ; *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.**
  The
        Borrower and its Subsidiaries have filed or caused to be filed within 3 days
        of
        the date on which due, all material Federal, state and local tax returns
        which
        to their knowledge are required to be filed by them, and have paid or caused
        to
        be paid all material taxes shown to be due and payable on such returns or
        on any
        assessments received by them, other than any taxes or assessments the validity
        of which is being contested in good faith by appropriate proceedings and
        with
        respect to which appropriate accounting reserves have to the extent required
        by
        GAAP been set aside.
  ***SECTION
        3.11.*** **Employee
        Benefit Plans.**
  With
        respect to each Plan, the Borrower and its ERISA Affiliates are in compliance
        in
        all material respects with the applicable provisions of ERISA and the Code
        and
        the final regulations and published interpretations thereunder. No ERISA
        Event
        has occurred that alone or together with any other ERISA Event has resulted
        or
        could reasonably be expected to result in a Material Adverse Change. Neither
        the
        Borrower nor any ERISA Affiliate has incurred any Withdrawal Liability that
        could result in a Material Adverse Change. Neither the Borrower nor any ERISA
        Affiliate has received any notification that any Multiemployer Plan is in
        reorganization or has been terminated within the meaning of Title IV of
        ERISA, which such reorganization or termination could result in a Material
        Adverse Change, and no Multiemployer Plan is reasonably expected to be in
        reorganization or to be terminated where such reorganization or termination
        has
        resulted or can reasonably be expected to result, through an increase in
        the
        contributions required to be made to such Plan or otherwise, in a Material
        Adverse Change.
  *SECTION
        3.12.Significant
        Subsidiaries.*
  Each
        of the Borrower’s Significant Subsidiaries 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 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.
        Each
        of the Borrower’s Significant Subsidiaries has all material governmental
        licenses, authorizations, consents and approvals required to carry on its
        business substantially as now conducted.
  35
 ***SECTION
        3.13.*** **Environmental
        Matters.**
  Except
        as set forth 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 in or contemplated by the Borrower Information, neither 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 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 in or contemplated by the Borrower Information,
        the
        Borrower is aware of no events, conditions or circumstances involving
        environmental pollution or contamination that could reasonably be expected
        to
        result in a Material Adverse Change.
  ***SECTION
        3.14.*** **Solvency.**
  The
        Borrower is Solvent.
  **ARTICLE
        IV**
  **CONDITIONS**
  The
        obligations of the Lenders and the Fronting Banks to make Extensions of Credit
        hereunder are subject to the satisfaction of the following
        conditions:
  ***SECTION
        4.01.*** **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:
  (a)  The
        Agent shall have received favorable written legal opinions of (i) (A) David
        P. Poole, Executive Vice President and General Counsel of TXU Business Services
        Company or an Associate General Counsel or a local counsel of the Borrower,
        and
        (B) Thelen Reid Brown Raysman & Steiner LLP, counsel to the Borrower, and
        (ii) King & Spalding LLP, special New York counsel to the Agent, in
        each case dated the date hereof, addressed to the Agent, the Fronting Banks
        and
        the Lenders and in form and substance satisfactory to the Agent.
  36
 (b)  The
        Agent shall have received (i) a copy of the certificate of formation,
        including all amendments thereto, of the Borrower, 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 of the Borrower 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 managers (or
        any
        duly authorized committee thereof) of the Borrower, authorizing the execution
        and delivery by the Borrower of this 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;
        (iii) a certificate of another officer of the Borrower as to the incumbency
        and specimen signature of the Secretary or Assistant Secretary or analogous
        officer executing the certificate pursuant to (ii) above; and (iv) a
        certificate of a Responsible Officer of the Borrower, dated the date of this
        Agreement, stating that (A) 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 performance by the
        Borrower of this Agreement, except those as have been duly obtained and as
        are
        (1) in full force and effect, (2) sufficient for their purpose and
        (3) not subject to any pending or, to the knowledge of such person,
        threatened appeal or other proceeding seeking reconsideration or review thereof,
        and (B) the representations and warranties set forth in Article III hereof
        are true and correct in all material respects on and as of the date hereof,
        and
        (C) no Event of Default or Default has occurred and is continuing on the
        date
        hereof.
  (c)  The
        Agent shall have received such other approvals, opinions, certificates,
        instruments and documents as the Agent, any Fronting Bank or any of the Lenders
        may have reasonably requested, in form satisfactory to the Agent and the
        requesting Fronting Bank or Lender (if applicable).
  (d)  The
        Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named
        in the
        Letter Agreement 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 Agreement.
  (e)  The
        Agent shall have received all documentation and information required by
        regulatory authorities under applicable “know your customer” and anti-money
        laundering rules and regulations, including without limitation the USA Patriot
        Act (Title III of Pub. L. 107-56 (signed into law October 26,
        2001)).
  (f)  The
        Agent shall have received evidence satisfactory to it that the Revolving
        Credit
        Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the
        lenders party
  37
 thereto,
        the Agent, as administrative agent, and the fronting banks named therein
        shall
        have been terminated.
  ***SECTION
        4.02.*** **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 shall be
        subject to the satisfaction of the following conditions precedent on the
        date of
        such Extension of Credit:
  (a)  The
        Agent 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 or Section 2.17, as applicable.
  (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 and
        except, in the case of any Extension of Credit that is to be used to repay
        commercial paper, the representation set forth in Section 3.05(b)) 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; *provided
        that* ,
        if clause (ii) of the proviso to Section 4.02(b) of that certain Revolving
        Credit Agreement, dated as of August 12, 2005, among the Borrower and TXU
        Delivery, as borrowers, the lenders party thereto, Citibank, N.A., as
        administrative agent, and the fronting banks named therein (the “ ***Existing
        Facility*** ”),
        is amended such that the “Applicable Rating Level” threshold set forth therein
        is lowered below that in effect on the date hereof, then the Applicable Rating
        Level threshold set forth in clause (ii) of this sentence shall be
        simultaneously amended to reflect the same such change.
  (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.
  (d)  At
        the time of and immediately after the application of the proceeds of such
        Extension of Credit, the “Available Commitment” (as such term is defined in the
        Existing Facility) shall be $0.
  (e)  The
        Agent shall have received a certificate of a Responsible Officer of the Borrower
        certifying that the matters set forth in subsections (b), (c) and (d) above
        are
        true and correct as of such date.
  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), (c) and (d) above .
   38
 **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 as otherwise
        permitted pursuant to Section 5.09.
  ***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 where the validity or
        applicability of such laws, rules, regulations or orders is being contested
        by
        appropriate proceedings in good faith; and at all times maintain and preserve
        all property material to the conduct of its business and keep such property
        in
        good repair, working order and condition and from time to time make, or cause
        to
        be made, all needful and proper repairs, renewals, additions, improvements
        and
        replacements thereto necessary in order that the business carried on in
        connection therewith may be properly conducted at all times.
  ***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;
  39
 (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 requirements
        of
        Sections 5.11 and 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 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)  if
        and when any member of the Controlled Group (i) gives or is required to
        give notice to the PBGC of any Reportable Event with respect to any Plan
        that
        might constitute grounds for a termination of such Plan under Title IV of
        ERISA, or knows that the plan administrator of any Plan has given or is required
        to give notice of any such Reportable Event, a copy of the notice of such
        Reportable Event given or required to be given to the PBGC; (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; 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.
  As
        promptly as practicable after delivering each set of financial statements
        as
        required in subsection (a) above ,
        the Borrower shall make available a copy of the consolidating workpapers
        used by
        the Borrower in preparing such consolidated statements to each Fronting Bank
        and
        each Lender that shall have requested such consolidating workpapers. Each
        Lender
        and Fronting Bank that receives such consolidating workpapers shall hold
        them in
        confidence as required by Section 8.15; *provided* that neither any Lender nor any Fronting Bank may disclose such consolidating
        workpapers to any other person pursuant to clause (iv) of
        Section 8.15.
  40
 ***SECTION
        5.04.*** **Insurance.**
  It
        will, and will cause each of its Subsidiaries to, maintain such insurance
        or
        self insurance, to such extent and against such risks, including fire and
        other
        risks insured against by extended coverage, as is customary with companies
        similarly situated and in the same or similar businesses.
  ***SECTION
        5.05.*** **Taxes,
        Etc.**
  It
        will, and will cause each of its Subsidiaries to, pay and discharge promptly
        when due all material taxes, assessments and governmental charges imposed
        upon
        it or upon its income or profits or in respect of its property, 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.
  ***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 Letters of Credit for purposes other than for working
        capital and other general corporate purposes, including the making of advances
        to Affiliates of the Borrower 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 such Significant Subsidiary, the survivor is the Borrower,
        such
        Significant Subsidiary or a
  41
 Wholly
        Owned Subsidiary of the Borrower (or a person which as a result of such
        transaction becomes a Wholly Owned Subsidiary of the Borrower) .
  (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) such Significant Disposition (A) is comprised of a sale by
        the
        Borrower, in an initial public offering, of up to 20% of the equity interests
        in
        any Subsidiary comprising generating assets of the Borrower, (B) is made
        by the
        Borrower of up to 50% of the common stock, common members’ interests or
        partnership interests in TXU Generation Company LP (provided that it shall
        be a
        condition precedent to any such Significant Disposition that, immediately
        following such Significant Disposition, the Borrower shall be in *pro
        forma* compliance with Sections 5.11 and 5.12), and (C) is made by the Borrower
        of
        interests in the Comanche Peak nuclear power generation plant, to the extent
        that the consideration for such Significant Disposition is non-cash, (iii)
        such
        Significant Disposition is made in connection with outsourcing arrangements
        in
        connection with Capgemini Energy L.P. and its successors and assigns, or
        any
        similar provider of outsourcing services properly substituted therefor and
        its
        successors and assigns, (iv) such Significant Disposition is related to the
        formation or operation of an energy marketing and trading vehicle in which
        the
        Borrower owns an interest, or will own an interest, upon the formation of
        such
        energy marketing and trading vehicle, (v) the proceeds of such Significant
        Disposition are reinvested in the business of the Borrower or any of its
        Subsidiaries or are used to reduce the indebtedness of the Borrower or any
        of
        its Subsidiaries, (vi) such Significant Disposition is made by TXU Generation
        Company LP of gas-fired plants or combustion turbines, as announced by TXU
        on
        February 1, 2005 ,
        (vii) such Significant Disposition is made by the Borrower (or any Subsidiary
        of
        the Borrower) of assets (including without limitation equipment, facilities,
        real property rights and interests, water rights, fuel, lignite and mineral
        reserves and any other property related thereto or necessary for the operation
        of such assets) to any Subsidiary of the Borrower or to TXU (or any Subsidiary
        of TXU), in connection with the publicly announced and anticipated development
        and financing of power generating facilities and related assets and facilities
        and the aggregate
        book value of all such assets sold, leased, disposed of or otherwise transferred
        to any person that is not a Subsidiary of the Borrower does not exceed
        $500,000,000, or (viii) such Significant Disposition is comprised of a
        disposition of gas plants and related trading businesses and the aggregate
        book
        value of all such assets sold, leased, disposed of or otherwise transferred
        to
        any person that is not a Subsidiary of the Borrower does not exceed
        $500,000,000.
  (c)  Notwithstanding
        anything to the contrary contained in this Section, (i) the Borrower will
        not in
        any event permit any such consolidation, merger, sale, lease or transfer
        if any
        Default or Event of Default shall have occurred and be continuing at the
        time of
        or after giving effect to 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, (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 covenants set forth in Sections 5.11 and 5.12
        and (iv) nothing in this Section shall prohibit any sales of assets
        permitted by Section 5.10(d).
  42
 ***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 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 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)  refundings
        or extensions of any Lien permitted in subsection (b) above 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;
  43
 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)  any
        production payment or similar interest which is dischargeable solely out
        of
        natural gas, coal, lignite, oil or other mineral to be produced from the
        property subject thereto and to be sold or delivered by the Borrower or any
        Significant Subsidiary thereof; or
  (f)  any
        Lien, including in connection with sale-leaseback transactions, created or
        assumed by the Borrower or any Significant Subsidiary thereof on natural
        gas,
        coal, lignite, oil or other mineral properties or nuclear fuel owned or leased
        by the Borrower or such Subsidiary, to secure loans to the Borrower or such
        Subsidiary in an aggregate amount not to exceed $400,000,000 in the aggregate
        for the Borrower and its Significant Subsidiaries; provided that neither
        the
        Borrower nor any Subsidiary of the Borrower shall assume or guarantee such
        financings; or
  (g)  any
        Lien (whenever incurred) on assets owned by the Borrower or any Subsidiary
        thereof as of the date hereof and any fuel, operating and maintenance or
        similar
        contract related thereto securing Indebtedness of the Borrower or Subsidiary
        in
        an aggregate amount not to exceed 10% of consolidated assets of the Borrower;
        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)  any
        Lien on the rights of TXU Mining or TXU Fuel existing under their respective
        Operating Agreements; or
  (j)  pledges
        or sales by the Borrower or any Subsidiary of the Borrower of its accounts
        receivable including customers’ installment paper; or
  (k)  the
        pledge of current assets, in the ordinary course of business, to secure current
        liabilities; or
  (l)  Permitted
        Encumbrances; or
  (m)  the
        Liens in favor of the Agent on funds in the Cash Collateral Account and on
        the
        Cash Collateral Account to secure the reimbursement obligations of the Borrower
        in respect of Letters of Credit and comparable Liens created to secure
        reimbursement obligations for other letters of credit issued for the account
        of
        the Borrower or any of its Subsidiaries .
  
 44
 ***SECTION
        5.11.*** **Fixed
        Charge Coverage Ratio.**
  The
        Borrower will not, as of the end of each quarter of each of its fiscal years,
        permit the ratio of (x) its Consolidated Earnings Available for Fixed Charges
        for the twelve months then ended to (y) its Consolidated Fixed Charges for
        the
        twelve months then ended to be less than 2.00 to 1.00.
  ***SECTION
        5.12.*** **Debt
        to Total Capitalization Ratio.**
  The
        Borrower will not, as of the end of each quarter of each its fiscal years,
        permit the ratio of its Consolidated Senior Debt to its Consolidated Total
        Capitalization to be greater than 0.60 to 1.00.
  ***SECTION
        5.13.*** **Restrictive
        Agreements.**
  The
        Borrower will not permit TXU Generation Company LP, TXU Energy Retail Company
        LP
        or any of their respective Significant Subsidiaries (the “ ***Subject
        Subsidiaries*** ”)
        to enter into any agreement restricting the ability of any Subject Subsidiary
        to
        make payments, directly or indirectly, to its equity holders by way of
        dividends, advances, repayments of loans or advances, reimbursements of
        management and other intercompany charges, expenses and accruals or other
        returns on investments or any other agreement or arrangement that restricts
        the
        ability of such Subject Subsidiary to make any payment, directly or indirectly,
        to its equity holders other than pursuant to the terms of preferred stock
        or
        Equity-Credit Preferred Securities issued by such Subject Subsidiary, if
        the
        effect of such agreement is to subject such Subject Subsidiary to restrictions
        on such payments greater than those to which such Subject Subsidiary is subject
        on the date of this Agreement. All such existing restrictive agreements are
        listed on Schedule 5.13 hereto.
  **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 false or misleading in
        any
        material respect when so made, deemed made or furnished;
  (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;
  45
 (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, 5.11 or
        5.12;
  (e)  default
        shall be made by the Borrower (i) in the due observance or performance of
        any covenant, condition or agreement contained in Section 5.09 and such default
        shall continue unremedied for a period of 5 days or (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 Agreement 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)
        TXU shall no longer own, directly or indirectly, 80% of the outstanding common
        stock or common members’ interest in the Borrower, or any permitted successor
        thereto, or (ii) the Borrower shall no longer own, directly or indirectly,
        (A)
        100% of the common stock, common members’ interest or partnership interests in
        TXU Energy Retail Company LP or (B) 50% of the common stock, common members’
interest or partnership interests in TXU Generation Company LP;
  (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 proceeding 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
  46
 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 and such judgment or order shall remain
        undischarged or unstayed for a period of 30 days, or any action shall be
        legally
        taken by a judgment creditor to levy upon assets or properties of 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;
  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 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 CS
        or such depositary bank, as the case may be, for deposits equal to the amount
        deposited by the Borrower
  47
 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.
   **ARTICLE
        VII**
 **THE
        AGENT**
  (a)  In
        order to expedite the transactions contemplated by this Agreement, CS 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
  48
 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
        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 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.
  (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 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
  49
 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 documents 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)  Neither
        Citigroup Global Markets Inc. nor Credit Suisse Securities (USA) LLC, by
        virtue
        of its designation as a “Joint Lead Arranger and Bookrunners” 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.
  **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 TXU Business Services Company, Energy Plaza, 1601
        Bryan
        Street, Dallas, TX 75201, Attention: Treasurer (Facsimile No.
        214-812-4097);
  (b)  if
        to CS, as Agent, to Eleven Madison Avenue, New York, NY 10010-3629, Attention:
        Loan Services Manager (Facsimile No. 212-325-8304); and
  (c)  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
  50
 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 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 shall have occurred
        and be continuing), the Agent (except in the case of an assignment to a 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), (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
  51
 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 afforded 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 the performance or
        observance by the Borrower 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 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 may treat
        each
        person whose name is recorded in the Register pursuant to the terms hereof
        as a
        Lender hereunder for all purposes of this Agreement. The Register shall be
        available for inspection by each party hereto, at any reasonable time and
        from
        time to time upon reasonable prior notice.
   52
 (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 under this Agreement (including all or a portion of its Commitment,
        its Loans 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 to the
        same extent as if it were the selling Lender (and limited to the amount that
        could have been claimed by the selling Lender had it continued to hold the
        interest of such participating bank or other entity), except that all claims
        made pursuant to such Sections shall be made through such selling Lender,
        and
        (iv) the 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 (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) extending the Commitments).
  (g)  Any
        Lender or participant may, in connection with any assignment or participation
        or
        proposed assignment or participation pursuant to this Section, disclose to
        the
        assignee or participant or proposed assignee or participant any information
        relating to the 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.
  (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.
  53
 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 out-of-pocket expenses (including
        reasonable fees, charges 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) incurred by the
        Agent
        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 hereby contemplated are
        consummated), or incurred by the Agent 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)
        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 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
  54
 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 Agent, the Fronting Banks, each Lender,
        each of
        their Affiliates and the directors, officers, employees and agents of the
        foregoing (each such person being called an “ ***Indemnitee*** ”)
        against, and to hold each Indemnitee harmless from, any and all 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 preparation, execution, delivery, enforcement, performance and
        administration of this Agreement, (ii) the use of the proceeds of the
        Extensions of Credit or (iii) 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 or willful
        misconduct of such Indemnitee or (ii) result from
        any litigation brought by such Indemnitee against the Borrower or by the
        Borrower against such Indemnitee, in which a final, nonappealable judgment
        has
        been rendered against such 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)  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.
  55
  (e)  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.**
  (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 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 Commitment 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
  56
 each
        Lender affected thereby, (ii) increase the Commitment of any Lender,
        decrease the Commitment Fee or decrease the LC Fee payable to any Lender
        without
        the prior written consent of such Lender, or (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; provided further, 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.
  ***SECTION
        8.09.*** **Entire
        Agreement.**
  This
        Agreement (including the schedules and exhibits hereto) and the Letter Agreement
        represent the entire contract among the parties relative to the subject matter
        hereof and thereof. Any previous agreement, whether written or oral, among
        the
        parties with respect to the subject matter hereof, is superseded by this
        Agreement and the Letter Agreement. There are no unwritten oral agreements
        between the parties. Nothing in this Agreement, expressed or implied, is
        intended to confer upon any party other than the parties hereto any rights,
        remedies, obligations or liabilities under or by reason of this
        Agreement.
  ***SECTION
        8.10.*** **Severability.**
  In
        the event any one or more of the provisions contained in this Agreement should
        be held invalid, illegal or unenforceable in any respect, the validity, legality
        and enforceability of the remaining provisions contained herein shall not
        in any
        way be affected or impaired thereby. The parties shall endeavor in good-faith
        negotiations to replace the invalid, illegal or unenforceable
        provisions with valid provisions the economic effect of which comes as close
        as
        possible to that of the invalid, illegal or unenforceable
        provisions.
  ***SECTION
        8.11.*** **Counterparts.**
  This
        Agreement may be executed in two or more counterparts, each of which shall
        constitute an original but all of which when taken together shall constitute
        but
        one contract, and shall become effective as provided in
        Section 8.03.
  ***SECTION
        8.12.*** **Headings.**
  Article
        and Section headings and the Table of Contents used herein are for convenience
        of reference only, are not part of this Agreement and are not to affect the
        construction of, or to be taken into consideration in interpreting, this
        Agreement.
  ***SECTION
        8.13.*** **Interest
        Rate Limitation.**
  (a)  Notwithstanding
        anything herein to the contrary, if at any time the applicable interest rate,
        together with all fees and charges which are treated as interest under
        applicable law (collectively the “ ***Charges*** ”),
        as provided for herein or in any other document executed in
  57
 connection
        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
        8.14.*** **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.
  58
 ***SECTION
        8.15.*** **Confidentiality.**
  The
        Agent, each Lender and each Fronting Bank shall use its best efforts to hold
        in
        confidence all information, memoranda, or extracts furnished to the Agent
        or to
        such Lender or such Fronting Bank (as the case may be) (directly or through
        the
        Agent) by the Borrower hereunder or in connection with the negotiation hereof; *provided* that
        the Agent, such Lender and such Fronting Bank may disclose any such information,
        memoranda or extracts (i) to its Affiliates, accountants or counsel,
        (ii) to any regulatory agency having authority to examine the Agent or such
        Lender or such Fronting Bank (as the case may be), (iii) as required by any
        legal or governmental process or otherwise by law including in connection
        with
        the exercise of remedies following an Event of Default, (iv) except as
        provided in the last sentence of Section 5.03, to any person to which such
        Lender sells or proposes to sell an assignment or a participation in its
        Outstanding Credits hereunder, if such other person agrees for the benefit
        of
        the Borrower to comply with the provisions of this Section and (v) to the
        extent that such information, memoranda or extracts shall be publicly available
        or shall have become known to the Agent or such Lender or such Fronting Bank
        (as
        the case may be) independently of any disclosure by the Borrower hereunder
        or in
        connection with the negotiation hereof. Notwithstanding the foregoing, any
        Lender may disclose the provisions of this Agreement, the amounts, maturities
        and interest rates of its Outstanding Credits, and any Fees to which it is
        entitled, to any purchaser or potential purchaser of such Lender’s interest in
        any Outstanding Credits. Notwithstanding any other provision in this Agreement,
        the Agent hereby confirms that the Borrower and the representatives of the
        Borrower shall not be limited from disclosing the U.S. tax treatment or the
        U.S.
        tax structure of the transactions contemplated by this Agreement.
  ***SECTION
        8.16.*** **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 james.moran@credit-suisse.com or faxing the
        Communications to 212-743-1878, 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 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
        each
        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.
  59
 [Signatures
        To Follow]
 
  60
   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.
 
 
 
 
 
 
 TXU
                  ENERGY COMPANY LLCBy:Name:Title:
 
  S-1
  
 CREDIT
                  SUISSE, CAYMAN ISLANDS BRANCH, as Agent, as a Fronting Bank and
                  as a
                  LenderBy:Name:Title:By:Name:Title:
 
 
 
  S-2
  
 CITIBANK,
                  N.A., as a Fronting Bank and as a LenderBy: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 March 1, 2007 (as
        amended, modified, extended or restated from time to time, the “ ***Agreement*** ”),
        among TXU Energy Company LLC (the “ ***Borrower*** ”),
        the lenders party thereto (the “ ***Lenders*** ”)
        and Credit Suisse, Cayman Islands Branch, as agent for the Lenders, and the
        other Lenders that agree to act as fronting banks thereunder. 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:
 
 
 
 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 aggregate Commitments of all
                  Lenders
                  thereunderCommitment
                  Assigned:
              $____________
              __________%Loans:
              $____________
              __________%Fees
                  Assigned (if any):
              $____________
              __________%
 
  
  
 The
                  terms set forth and on the reverse side hereof are hereby agreed
                  to:
                
                
                [ASSIGNOR],
                  as
                Assignor
              
              
              Accepted:
                
                
                
                TXU
                  ENERGY COMPANY LLCBy:
              ,
                  as
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:[ASSIGNEE],
                  as
                Assignee,
              
              
              CREDIT
                  SUISSE, CAYMAN ISLANDS BRANCH, as
                Agent
                  and Fronting BankBy:
              ,
                  as
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:CITIBANK,
                  N.A., as
                Fronting
                  BankBy:Name:Title:
 
 
  
   **EXHIBIT
        B**
 **Form
        of Borrowing Request**
 
 
 BORROWING
        REQUEST
 
 [Date]
 
 
 Credit
        Suisse, Cayman Islands Branch
 as
        agent for the Lenders referred to below
 Eleven
        Madison Avenue
 New
        York, New York 10010-3629
 Attention:  Loan
        Services Manager
 Facsimile:  212-325-8304
 
 
 Ladies
        and Gentlemen:
 
 The
        undersigned, TXU Energy Company LLC (the “ ***Borrower*** ”),
        refers to the Revolving Credit Agreement, dated as of March 1, 2007 (as it
        may
        hereafter be amended, modified, extended or restated from time to time, the
        “ ***Agreement*** ”),
        among the Borrower, TXU Energy Company LLC, the lenders party thereto (the
        “ ***Lenders*** ”),
        Credit Suisse, Cayman Islands Branch, as agent for the Lenders, and the other
        Lenders that agree to act as fronting banks thereunder. 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 $25,000,000 (and in integral multiples of $5,000,000)
                  or greater
                  than the Total Commitment then available.2
              Eurodollar
                  Loan or ABR Loan.3
              Which
                  shall be subject to the definition of “***Interest
                  Period***”
                  and end not later than the Commitment Termination
                  Date.
  
 
 Upon
        acceptance of any or all of the Loans made by the Lenders in response to
        this
        request, the Borrower shall be deemed to have represented and warranted that
        the
        applicable conditions to lending specified in Article IV of the Agreement
        have
        been satisfied.
 
 Very
        truly yours,
 
 TXU
                  ENERGY COMPANY LLCBy:Name:Title:
 
 
 
 
 
  B-2
   **EXHIBIT
        C**
 **Form
        of Prepayment Notice**
 
 PREPAYMENT
        NOTICE
 
 [Date]
 
 
 Credit
        Suisse, Cayman Islands Branch
 as
        agent for the Lenders referred to below
 Eleven
        Madison Avenue
 New
        York, New York 10010-3629
 Attention:  Loan
        Services Manager
 Facsimile:  212-325-8304
 
 
 Ladies
        and Gentlemen:
 
 The
        undersigned, TXU Energy Company LLC (the “ ***Borrower*** ”),
        refers to the Revolving Credit Agreement, dated as of March 1, 2007 (as it
        may
        hereafter be amended, modified, extended or restated from time to time, the
        “ ***Agreement*** ”),
        among the Borrower, TXU Energy Company LLC, the lenders party thereto (the
        “ ***Lenders*** ”),
        Credit Suisse, Cayman Islands Branch, as agent for the Lenders, and the other
        Lenders that agree to act as fronting banks thereunder. 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)  Principal
        amount to be prepaid 1
 (B)  Date
        of prepayment (which is a Business Day)
 
 
 1   If
            a partial prepayment, not less than $10,000,000 and in integral multiples
            of
            $10,000,000.
  
  Very
        truly yours,
 
 TXU
                  ENERGY COMPANY LLCBy:Name:Treasurer:
 
 
 
 
 C-2
 **SCHEDULE
        2.01**
 
 
 COMMITMENTS
 
 
 **Name
                  of Lender**
              
              **Commitment**Credit
                  Suisse, Cayman Islands Branch
              
              $
              750,000,000Citibank,
                  N.A.
              
              $
              750,000,000Total:
              
              $
              1,500,000,000
 
 
  
   **SCHEDULE
        2.17(i)**
 
 LC
        FRONTING BANK COMMITMENTS
 
 **Fronting
                  Bank**
              
              **LC
                  Fronting Bank Commitment**Credit
                  Suisse, Cayman Islands Branch
              
              $
              750,000,000Citibank,
                  N.A.
              
              $
              250,000,000Total:
              
              $
              1,000,000,000
 
 
 
  **SCHEDULE
          5.13**
 
 RESTRICTIVE
          AGREEMENTS