EXHIBIT
      10(c)




EXECUTION
      COPY


**Published
      CUSIP
      No:**


**Revolving
      Credit Loans: 90210EAB2; Deposit L/C Loans: 90210EAC0**


**Delayed
      Draw Term Loan: 90210EAD8; Initial Tranche B-1 Term Loan:
      90210EAE6**


**Initial
      Tranche B-2 Term Loan: 90210EAF3; Initial Tranche B-3 Term Loan:
      90210EAG1**


**Posting
      Advances: CTB026AH9**





$24,500,000,000
 CREDIT
          AGREEMENT
  Dated
          as of October 10, 2007
  among
  **ENERGY
          FUTURE COMPETITIVE HOLDINGS COMPANY,**
  **TEXAS
          COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC,**
  as
          the Borrower,
  **The
          Several Lenders**
  **from
          Time to Time Parties Hereto,**
  **CITIBANK,
          N.A.,**
  as
          Administrative Agent, Collateral Agent, Swingline Lender,
  Revolving
          Letter of Credit Issuer and
  Deposit
          Letter of Credit Issuer,
   **GOLDMAN
          SACHS CREDIT PARTNERS L.P.,**
  as
          Posting Agent, Posting Syndication Agent and Posting Documentation
          Agent,
   **J.
          ARON & COMPANY,**
  as
          Posting Calculation Agent,
   **JPMORGAN
          CHASE BANK, N.A.,**
  as
          Syndication Agent and Revolving Letter of Credit Issuer,
   **CREDIT
          SUISSE,**
  **GOLDMAN
          SACHS CREDIT PARTNERS L.P.,**
  **LEHMAN
          COMMERCIAL PAPER INC. and**
  **MORGAN
          STANLEY SENIOR FUNDING, INC.,**
  as
          Co-Documentation Agents,
   **CITIGROUP
          GLOBAL MARKETS INC.,**
  **J.P.
          MORGAN SECURITIES INC.,**
  **GOLDMAN
          SACHS CREDIT PARTNERS L.P.,**
  **LEHMAN
          BROTHERS INC.,**
  **MORGAN
          STANLEY SENIOR FUNDING, INC. and**
  **CREDIT
          SUISSE SECURITIES (USA) LLC,**
  as
          Joint Lead Arrangers and Bookrunners,
   and
   **GOLDMAN
          SACHS CREDIT PARTNERS L.P.,**
  as
          Posting Lead Arranger and Bookrunner
  CG&R
                    DRAFT:  11/8/07 5:47 PM #890177 v6
                    (R5W106_.DOC)
 Cahill
          Gordon & Reindel llp
 80
          Pine Street
 New
          York, New York  10005
  
  **TABLE
                    OF CONTENTS**
                **Page**SECTION
                    1.
                Definitions.
                21.1.
                Defined
                    Terms
                21.2.
                Other
                    Interpretive Provisions
                711.3.
                Accounting
                    Terms
                711.4.
                Rounding
                721.5.
                References
                    to Agreements, Laws, Etc.
                721.6.
                Times
                    of Day
                721.7.
                Timing
                    of Payment of Performance
                721.8.
                Currency
                    Equivalents Generally
                721.9.
                Classification
                    of Loans, Posting Advances and Borrowings
                721.10.
                Hedging
                    Agreements
                72SECTION
                    2.
                Amount
                    and Terms of Credit
                732.1.
                Commitments
                732.2.
                Minimum
                    Amount of Each Borrowing; Maximum Number of Borrowings
                752.3.
                Notice
                    of Borrowing; Determination of Class of Loans
                762.4.
                Disbursement
                    of Funds
                772.5.
                Repayment
                    of Loans; Evidence of Debt
                782.6.
                Conversions
                    and Continuations
                792.7.
                Pro
                    Rata Borrowings
                802.8.
                Interest
                802.9.
                Interest
                    Periods
                822.10.
                Increased
                    Costs, Illegality, Etc.
                832.11.
                Compensation
                852.12.
                Change
                    of Lending Office
                852.13.
                Notice
                    of Certain Costs
                852.14.
                Incremental
                    Facilities
                85SECTION
                    3.
                Letters
                    of Credit
                883.1.
                Issuance
                    of Letters of Credit
                883.2.
                Letter
                    of Credit Requests
                893.3.
                Revolving
                    Letter of Credit Participations
                903.4.
                Agreement
                    to Repay Letter of Credit Drawings
                913.5.
                Increased
                    Costs
                923.6.
                New
                    or Successor Letter of Credit Issuer
                933.7.
                Role
                    of Letter of Credit Issuer
                943.8.
                Cash
                    Collateral
                953.9.
                Deposit
                    L/C Loan Collateral Account
                953.10.
                Existing
                    Letters of Credit
                963.11.
                Applicability
                    of ISP and UCP
                963.12.
                Conflict
                    with Issuer Documents
                963.13.
                Letters
                    of Credit Issued for Others
                96
 
  i
  
 **TABLE
                    OF CONTENTS**
                **Page**SECTION
                    4.
                Fees;
                    Commitments
                964.1.
                Fees
                964.2.
                Voluntary
                    Reduction of Revolving Credit Commitments; Delayed Draw Term
                    Loan
                    Commitments; and Revolving Letter of Credit Commitments
                984.3.
                Mandatory
                    Termination of Commitments
                98SECTION
                    5.
                Payments
                995.1.
                Voluntary
                    Prepayments
                995.2.
                Mandatory
                    Prepayments
                1005.3.
                Method
                    and Place of Payment
                1035.4.
                Net
                    Payments
                1045.5.
                Computations
                    of Interest and Fees
                1075.6.
                Limit
                    on Rate of Interest
                107SECTION
                    6.
                Conditions
                    Precedent to Initial Borrowing
                1086.1.
                Credit
                    Documents
                1086.2.
                Collateral
                1086.3.
                Legal
                    Opinions
                1106.4.
                Refinancing
                1106.5.
                Equity
                    Investments
                1106.6.
                Closing
                    Certificates
                1106.7.
                Authorization
                    of Proceedings of Each Credit Party
                1106.8.
                Fees
                1116.9.
                Representations
                    and Warranties
                1116.10.
                Acquisition
                    Agreement
                1116.11.
                Solvency
                    Certificate
                1116.12.
                Merger
                1116.13.
                Pro
                    Forma Financial Statements
                1116.14.
                Patriot
                    Act
                1116.15.
                Insurance
                111SECTION
                    7.
                Conditions
                    Precedent to All Credit Events
                1117.1.
                No
                    Default; Representations and Warranties
                1127.2.
                Notice
                    of Borrowing
                112SECTION
                    8.
                Representations,
                    Warranties and Agreements
                1128.1.
                Corporate
                    Status; Compliance with Laws
                1128.2.
                Corporate
                    Power and Authority
                1138.3.
                No
                    Violation
                1138.4.
                Litigation
                1138.5.
                Margin
                    Regulations
                1138.6.
                Governmental
                    Approvals
                1138.7.
                Investment
                    Company Act
                1148.8.
                True
                    and Complete Disclosure
                114
 
  ii
  
 **TABLE
                    OF CONTENTS**
                **Page**8.9.
                Financial
                    Condition; Financial Statements
                1148.10.
                Tax
                    Matters
                1148.11.
                Compliance
                    with ERISA
                1158.12.
                Subsidiaries
                1158.13.
                Intellectual
                    Property
                1158.14.
                Environmental
                    Laws
                1168.15.
                Properties
                1168.16.
                Solvency
                116SECTION
                    9.
                Affirmative
                    Covenants
                1169.1.
                Information
                    Covenants
                1169.2.
                Books,
                    Records and Inspections
                1209.3.
                Maintenance
                    of Insurance
                1209.4.
                Payment
                    of Taxes
                1209.5.
                Consolidated
                    Corporate Franchises
                1219.6.
                Compliance
                    with Statutes, Regulations, Etc.
                1219.7.
                ERISA
                1219.8.
                Maintenance
                    of Properties
                1229.9.
                Transactions
                    with Affiliates
                1229.10.
                End
                    of Fiscal Years; Fiscal Quarters
                1239.11.
                Additional
                    Guarantors and Grantors
                1239.12.
                Pledge
                    of Additional Stock and Evidence of Indebtedness
                1239.13.
                Use
                    of Proceeds
                1249.14.
                Further
                    Assurances
                1249.15.
                Changes
                    in Business
                1269.16.
                Independent
                    Review of New Build Program
                126SECTION
                    10.
                Negative
                    Covenants
                12610.1.
                Limitation
                    on Indebtedness
                12610.2.
                Limitation
                    on Liens
                13210.3.
                Limitation
                    on Fundamental Changes
                13610.4.
                Limitation
                    on Sale of Assets
                13710.5.
                Limitation
                    on Investments
                14010.6.
                Limitation
                    on Dividends
                14410.7.
                Limitations
                    on Debt Payments and Amendments
                15010.8.
                Limitations
                    on Sale Leasebacks
                15010.9.
                Consolidated
                    Secured Debt to Consolidated EBITDA Ratio
                151SECTION
                    11.
                Events
                    of Default
                15111.1.
                Payments
                15111.2.
                Representations,
                    Etc.
                15211.3.
                Covenants
                15211.4.
                Default
                    Under Other Agreements
                15211.5.
                Bankruptcy,
                    Etc.
                15211.6.
                ERISA
                15311.7.
                Guarantee
                15311.8.
                Pledge
                    Agreement
                153
 
  iii
  
 **TABLE
                    OF CONTENTS**
                **Page**11.9.
                Security
                    Agreement
                15311.10.
                Mortgages
                15411.11.
                Judgments
                15411.12.
                Hedging
                    Agreements
                15411.13.
                Change
                    of Control
                15411.14.
                Application
                    of Proceeds
                15511.15.
                Right
                    to Cure
                155SECTION
                    12.
                The
                    Agents
                15612.1.
                Appointment
                15612.2.
                Delegation
                    of Duties
                15712.3.
                Exculpatory
                    Provisions
                15712.4.
                Reliance
                    by Agents
                15812.5.
                Notice
                    of Default
                15912.6.
                Non-Reliance
                    on Administrative Agent, the Posting Agent, Collateral Agent
                    and Other
                    Lenders
                15912.7.
                Indemnification
                16012.8.
                Agents
                    in its Individual Capacities
                16112.9.
                Successor
                    Agents
                16112.10.
                Withholding
                    Tax
                16212.11.
                Trust
                    Indenture Act
                16212.12.
                Intercreditor
                    Agreement
                16312.13.
                Security
                    Documents and Guarantee
                163SECTION
                    13.
                Miscellaneous
                16313.1.
                Amendments,
                    Waivers and Releases
                16313.2.
                Notices
                16813.3.
                No
                    Waiver; Cumulative Remedies
                16913.4.
                Survival
                    of Representations and Warranties
                16913.5.
                Payment
                    of Expenses; Indemnification
                16913.6.
                Successors
                    and Assigns; Participations and Assignments
                17013.7.
                Replacements
                    of Lenders under Certain Circumstances
                17513.8.
                Adjustments;
                    Set-off
                17513.9.
                Counterparts
                17613.10.
                Severability
                17613.11.
                INTEGRATION
                17613.12.
                GOVERNING
                    LAW
                17713.13.
                Submission
                    to Jurisdiction; Waivers
                17713.14.
                Acknowledgments
                17713.15.
                WAIVERS
                    OF JURY TRIAL
                17813.16.
                Confidentiality
                17813.17.
                Direct
                    Website Communications
                17913.18.
                USA
                    PATRIOT Act
                18013.19.
                Payments
                    Set Aside
                18113.20.
                Separateness
                181SECTION
                    14.
                Posting
                    Facility
                181
 
  iv
  
 **TABLE
                    OF CONTENTS**
                **Page**14.1.
                [Reserved]
                18114.2.
                Computation
                    of MTM Exposure
                18114.3.
                Computation
                    of Posting Advance Amounts or Posting Repayment Amounts
                18214.4.
                Posting
                    Advances Amounts
                18314.5.
                Posting
                    Repayment Amounts by the Borrower
                18414.6.
                Payment
                    Instructions; Netting and/or Settlement Agreements
                18414.7.
                Deemed
                    Transactions
                18414.8.
                Evidence
                    of Indebtedness
                18514.9.
                Termination
                    and Reduction of Posting Commitments
                18514.10.
                Pro
                    Rata Treatment
                18614.11.
                Trading
                    Acknowledgment
                186
 
  v
  
 SCHEDULESSchedule
                    1.1(a)
                Commitments
                    of LendersSchedule
                    1.1(b)
                Existing
                    Letters of CreditSchedule
                    1.1(c)
                Mortgaged
                    PropertiesSchedule
                    1.1(d)
                Excluded
                    SubsidiariesSchedule
                    1.1(e)
                Deemed
                    TransactionsSchedule
                    1.1(f)
                Existing
                    Credit FacilitiesSchedule
                    1.1(g)
                Non-Oncor
                    UndertakingsSchedule
                    8.4
                LitigationSchedule
                    8.12
                SubsidiariesSchedule
                    8.15
                Property
                    MattersSchedule
                    9.9
                Closing
                    Date Affiliate TransactionsSchedule
                    10.1
                Closing
                    Date IndebtednessSchedule
                    10.2
                Closing
                    Date LiensSchedule
                    10.4
                Scheduled
                    DispositionsSchedule
                    10.5
                Closing
                    Date InvestmentsSchedule
                    13.2
                Notice
                    Addresses
 
 EXHIBITSExhibit
                    A
                Form
                    of Borrowing RequestExhibit
                    B
                Form
                    of GuaranteeExhibit
                    C
                Form
                    of Mortgage (Real Property)Exhibit
                    D
                Form
                    of Perfection CertificateExhibit
                    E
                Form
                    of Pledge AgreementExhibit
                    F
                Form
                    of Security AgreementExhibit
                    G
                Form
                    of Letter of Credit RequestExhibit
                    H-1
                Form
                    of Legal Opinion of Simpson Thacher & Bartlett LLPExhibit
                    H-2
                Form
                    of Legal Opinion of Vinson & Elkins LLPExhibit
                    H-3
                Form
                    of Legal Opinion of Hunton & Williams LLPExhibit
                    H-4
                Form
                    of Legal Opinion of Covington & Burling LLPExhibit
                    I
                Form
                    of Credit Party Closing CertificateExhibit
                    J
                Form
                    of Assignment and AcceptanceExhibit
                    K-1
                Form
                    of Promissory Note (Revolving Credit and Swingline
                    Loans)Exhibit
                    K-2-A
                Form
                    of Promissory Note (Initial Tranche B-1 Term Loans)Exhibit
                    K-2-B
                Form
                    of Promissory Note (Initial Tranche B-2 Term Loans)Exhibit
                    K-2-C
                Form
                    of Promissory Note (Initial Tranche B-3 Term Loans)Exhibit
                    K-3
                Form
                    of Promissory Note (Delayed Draw Term Loans)Exhibit
                    K-4
                Form
                    of Promissory Note (Deposit L/C Loans)Exhibit
                    L
                Form
                    of Incremental AmendmentExhibit
                    M
                Form
                    of Intercreditor AgreementExhibit
                    N
                Form
                    of Goldman Posting Facility GuarantyExhibit
                    O
                Disclaimer
                    for Mark-to-Market CalculationsExhibit
                    P
                Form
                    of Daily NoticeExhibit
                    Q
                Form
                    of Non-U.S. Lender Certification
 
  
   CREDIT
          AGREEMENT, dated as of October 10, 2007, among ENERGY FUTURE COMPETITIVE
          HOLDINGS COMPANY, a Texas corporation (“**US Holdings**”), TEXAS
          COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability
          company
          (“**TCEH**” or
          the****“**Borrower**”), the lending institutions
          from time to time parties hereto (each a “**Lender**” and,
          collectively, the “**Lenders**”), CITIBANK, N.A., as Administrative
          Agent, Collateral Agent, Swingline Lender, Revolving Letter of Credit Issuer
          and
          Deposit Letter of Credit Issuer, GOLDMAN SACHS CREDIT PARTNERS L.P., as
          Posting
          Agent, Posting Syndication Agent and Posting Documentation Agent, JPMORGAN
          CHASE
          BANK, N.A., as Syndication Agent and Revolving Letter of Credit Issuer,
          CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES INC., GOLDMAN SACHS
          CREDIT
          PARTNERS L.P., LEHMAN BROTHERS INC., MORGAN STANLEY SENIOR FUNDING, INC.
          and
          CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners,
          GOLDMAN SACHS CREDIT PARTNERS L.P., as Posting Lead Arranger and Sole
          Bookrunner, CREDIT SUISSE, GOLDMAN SACHS CREDIT PARTNERS L.P., LEHMAN COMMERCIAL
          PAPER INC. and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation
          Agents,
          and J. ARON & COMPANY, as Posting Calculation Agent.
  **RECITALS:**
  WHEREAS,
          capitalized terms used and not defined in the preamble and these recitals
          shall
          have the respective meanings set forth for such terms in Section 1.1
          hereof;
  WHEREAS,
          pursuant to the Agreement and Plan of Merger (as amended, supplemented
          or
          otherwise modified from time to time in accordance therewith, the
“**Acquisition Agreement**”), dated as of February 25, 2007,
          by and among the Parent, Holdings and Merger Sub, Merger Sub will merge
          with and
          into the Parent (the “**Merger**”), with the Parent surviving the
          Merger as a Wholly Owned Subsidiary of Holdings;
  WHEREAS,
          to fund, in part, the Merger Funds, it is intended that the Sponsors and
          certain
          other investors (collectively, the “**Initial Investors**”) will
          directly or indirectly make cash equity contributions (the “**Equity
          Contribution**”) to Holdings and/or a direct or indirect parent thereof
          in exchange for Stock (which cash will be contributed to Merger Sub in
          exchange
          for common stock of Merger Sub) in an aggregate amount equal to, when combined
          with the fair market value of the Stock of management and existing shareholders
          of the Parent rolled over or invested in connection with the Transactions,
          at
          least 15% (the “**Minimum Equity Amount**”) of the total sources
          (including the Existing Notes, the Existing Parent Notes and the Existing
          Oncor
          Notes, but excluding any transition bonds) required to consummate the Merger
          (the “**Merger Consideration**”), to redeem, refinance or repay
          certain existing indebtedness or repurchase receivables of the Parent and
          its
          Subsidiaries, including the Repaid Indebtedness (the
“**Refinancing**”), and to pay fees, premiums and expenses incurred
          in connection with the Transactions (such fees, premiums and expenses,
          together
          with the Merger Consideration and the Refinancing payment, the “**Merger
          Funds**”);
  WHEREAS,
          in order to fund, in part, the Merger Funds, (a) the Borrower will borrow
          on the Closing Date $6,750,000,000 in aggregate principal amount of senior
          unsecured interim loans (the “**Borrower Senior Interim Loans**”)
          under the Borrower Senior Interim Loan Agreement and (b) the Parent will
          borrow on the Closing Date $4,500,000,000 in aggregate principal amount
          of
          senior unsecured interim loans (the “**Parent Senior Interim
          Loans**”) under the Parent Senior Interim Loan Agreement;
  WHEREAS,
          in connection with the foregoing, the Borrower has requested that the Lenders
          extend credit to the Borrower in the form of (a) $16,450,000,000 in aggregate
          principal amount of Initial Term Loans to be borrowed on the Closing Date
          (the
“**Initial Term Loan Facility**”), (b) up to $4,100,000,000 in
          aggregate principal amount of Delayed Draw Term Loan Commitments to be
          made
   -1-
  available
          to the Borrower on the Closing Date and at any time and from time to time
          prior
          to the Delayed Draw Term Loan Commitment Termination Date (the “**Delayed
          Draw Term Loan Facility**”) with approximately $2,150,000,000 of such
          amount to be borrowed on the Closing Date, (c) $1,250,000,000 in aggregate
          principal amount of Deposit L/C Loans to be borrowed on the Closing Date
          (the
“**Deposit L/C Loan Facility**”) and (d) up to $2,700,000,000 in
          aggregate principal amount of Revolving Credit Commitments to be made available
          to the Borrower at any time and from time to time prior to the Revolving
          Credit
          Termination Date (the “**Revolving Credit
          Facility**”);
  WHEREAS,
          in connection with the foregoing, the Borrower has requested that the Lenders
          extend credit to the Borrower in the form of a revolving credit facility,
          the
          aggregate principal amount of which is capped by the MTM Exposure (the
          “**Posting Facility**”);
  WHEREAS,
          the proceeds of (a) the Initial Term Loans less $400,000,000 and (b) up
          to $250,000,000 of Revolving Credit Loans will be used by the Borrower,
          together
          with (i) the net proceeds of the Borrower Senior Interim Loans and (ii)
          cash on hand at the Borrower, to provide to the Parent a portion of the
          Merger
          Funds.  Up to $400,000,000 of proceeds of the Initial Term Loans will
          be used by the Borrower for general corporate purposes.  The proceeds
          of the Delayed Draw Term Loans will be used by the Borrower on and after
          the
          Closing Date for the purpose of funding the construction, engineering,
          design,
          improvement, testing, start-up, retesting, operation, repair, maintenance
          and
          development costs and other Capital Expenditures (including Environmental
          CapEx), interest during construction and related fees and expenses in connection
          with the construction of Oak Grove Unit 1, Oak Grove Unit 2 and Sandow
          Unit 5
          and environmental upgrades to the Borrower’s and its Subsidiaries’ existing
          power generation facilities (collectively, the “**New Build
          Program**”).  The proceeds of Revolving Credit Loans and
          Swingline Loans will be used by the Borrower on or after the Closing Date
          for
          working capital requirements and other general corporate purposes (including
          the
          financing of any acquisitions permitted hereunder and the provision of
          collateral support in respect of Commodity Hedging Agreements, including
          for the
          avoidance of any doubt, any speculative Commodity Hedging
          Agreements).  The proceeds of the Deposit L/C Loans shall be deposited
          into the Deposit L/C Loan Collateral Account for the purpose of cash
          collateralizing the Borrower’s obligations to the Deposit Letter of Credit
          Issuer in respect of Deposit Letters of Credit.  The Letters of Credit
          will be used by the Borrower for general corporate purposes (including
          the
          provision of collateral support in respect of Commodity Hedging Agreements,
          including, for the avoidance of any doubt, speculative Commodity Hedging
          Agreements).  The proceeds of the Posting Advances will be used by the
          Borrower (a) to fund margin payments on over-the-counter natural gas fixed
          for
          floating swap transactions between the Borrower and the Restricted Subsidiaries,
          on the one hand, and various counterparties, on the other, (b) to fund
          margin payments on NYMEX futures and swap positions maintained by the Borrower
          and the Restricted Subsidiaries and (c) for other general corporate
          purposes of the Borrower and its Subsidiaries (provided that such funds
          will be
          applied first to fund margin on Dealer Swaps to the extent such transactions
          are
          outstanding and any margin is due thereon and second for any of such other
          purposes); and
  WHEREAS,
          the Lenders and Letter of Credit Issuers are willing to make available
          to the
          Borrower such loans and facilities upon the terms and subject to the conditions
          set forth herein;
  **AGREEMENT:**
  NOW,
          THEREFORE, in consideration of the premises and the covenants and agreements
          contained herein, the parties hereto hereby agree as follows:
  SECTION
          1.                           Definitions.
  
  1.1.           Defined
          Terms
  .
   -2-
  (a)           As
          used herein, the following terms shall have the meanings specified in this
          Section 1.1 unless the context otherwise requires:
  “**ABR**”
          shall mean for any day a fluctuating rate per annum equal to the higher
          of
          (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the
          rate of interest in effect for such day as publicly announced from time
          to time
          by the Administrative Agent as its “prime rate”.  The “prime rate” is
          a rate set by the Administrative Agent based upon various factors including
          the
          Administrative Agent’s costs and desired return, general economic conditions and
          other factors, and is used as a reference point for pricing some loans,
          which
          may be priced at, above, or below such announced rate.  If the
          Administrative Agent is unable to ascertain the Federal Funds Effective
          Rate due
          to its inability to obtain sufficient quotations in accordance with the
          definition thereof, after notice is provided to the Borrower, the ABR shall
          be
          determined without regard to clause (a) above until the circumstances giving
          rise to such inability no longer exist.  Any change in the ABR due to
          a change in such rate announced by the Administrative Agent or in the Federal
          Funds Effective Rate shall take effect at the opening of business on the
          day
          specified in the public announcement of such change.
  “**ABR
          Loan**” shall mean each Loan bearing interest based on the ABR and, in
          any event, shall include all Swingline Loans.
  “**Acceptable
          Reinvestment Commitment**” shall mean a binding commitment of the
          Borrower or any Restricted Subsidiary entered into at any time prior to
          the end
          of the Reinvestment Period to reinvest the proceeds of a Prepayment
          Event.
  “**Acquired
          EBITDA**” shall mean, with respect to any Acquired Entity or Business or
          any Converted Restricted Subsidiary (any of the foregoing, a “**Pro Forma
          Entity**”) for any period, the amount for such period of Consolidated
          EBITDA of such Pro Forma Entity (determined using such definitions as if
          references to the Borrower and the Restricted Subsidiaries therein were
          to such
          Pro Forma Entity and its Restricted Subsidiaries), all as determined on
          a
          consolidated basis for such Pro Forma Entity in a manner not inconsistent
          with
          GAAP.
  “**Acquired
          Entity or Business**” shall have the meaning provided in the definition
          of the term “Consolidated EBITDA”.
  “**Acquisition
          Agreement**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Actual
          MTM Exposure**” shall have the meaning provided in Section
          14.2(b).
  “**Additional
          Lender**” shall have the meaning provided in Section
          2.14(f).
  “**Adjusted
          Available Delayed Draw Term Loan Commitment**” shall mean at any time the
          Available Delayed Draw Term Loan Commitment less the Available Delayed
          Draw Term Loan Commitments of all Defaulting Lenders.
  **“Adjusted
          Total Posting Commitment”** shall mean at any time the Total Posting
          Commitment less the aggregate Posting Commitments of all Defaulting
          Lenders.
  “**Adjusted
          Total Revolving Credit Commitment**” shall mean at any time the Total
          Revolving Credit Commitment less the aggregate Revolving Credit
          Commitments of all Defaulting Lenders.
   -3-
  “**Administrative
          Agent**” shall mean Citibank, N.A., as the administrative agent for the
          Lenders under this Agreement and the other Credit Documents, or any successor
          administrative agent pursuant to Section 12.
  “**Administrative
          Agent’s Office**” shall mean the Administrative Agent’s address and, as
          appropriate, account as set forth on Schedule 13.2, or such other address
          or account as the Administrative Agent may from time to time notify to
          the
          Borrower and the Lenders.
  “**Administrative
          Questionnaire**” shall have the meaning provided in
Section 13.6(b)(ii)(D).
  “**Affiliate**”
          shall mean, with respect to any Person, any other Person directly or indirectly
          controlling, controlled by, or under direct or indirect common control
          with such
          Person.  A Person shall be deemed to control another Person if such
          Person possesses, directly or indirectly, the power to direct or cause
          the
          direction of the management and policies of such other Person, whether
          through
          the ownership of voting securities, by contract or otherwise.  The
          terms “controlling” and “controlled” shall have meanings correlative
          thereto.
  “**Agent
          Parties**” shall have the meaning provided in
Section 13.17(d).
  “**Agents**”
          shall mean the Administrative Agent, the Posting Agent, the Collateral
          Agent,
          the Syndication Agent, the Posting Syndication Agent, each Joint Lead Arranger
          and Bookrunner, the Posting Lead Arranger and Bookrunner, the Co-Documentation
          Agents, the Posting Documentation Agent and the Posting Calculation
          Agent.
  “**Aggregate
          Posting Advances Outstanding**” shall mean, on any date of determination,
          an amount equal to the aggregate principal amount of all then outstanding
          Posting Advances made by all Lenders.
  “**Aggregate
          Revolving Credit Outstandings**” shall have the meaning provided in
Section 5.2(b).
  “**Agreement**”
          shall mean this Credit Agreement.
  “**Applicable
          ABR Margin**” shall mean, at any date, with respect to each ABR Loan that
          is an Initial Term Loan, Delayed Draw Term Loan, Deposit L/C Loan, Revolving
          Credit Loan or a Swingline Loan, the applicable percentage *per annum*
          set forth below based upon the Status in effect on such date:
  **Status**
                **Applicable
                    ABR Margin for:****Initial
                    Term Loans**
                **Delayed
                    Draw Term Loans**
                **Deposit
                    L/C Loans**
                **Revolving
                    Credit and Swingline**
                  **Loans**Level I
                    Status
                2.50%
                2.50%
                2.50%
                2.50%Level II
                    Status
                2.25%
                2.25%
                2.25%
                2.25%Level III
                    Status
                2.00%
                2.00%
                2.00%
                2.00%
 
 Notwithstanding
          the foregoing, Level I Status shall apply during the period from and including
          the Closing Date to but excluding the Initial Financial Statements Delivery
          Date.
   -4-
  “**Applicable
          Amount**” shall mean, at any time (the “**Applicable Amount
          Reference Time**”), an amount equal to (a) the sum, without duplication,
          of:
  (i)           50%
          of Cumulative Consolidated Net Income of the Borrower and the Restricted
          Subsidiaries for the period from the first day of the first fiscal quarter
          commencing after the Closing Date until the last day of the then most recent
          fiscal quarter or fiscal year, as applicable, for which Section 9.1
          Financials have been delivered;
  (ii)           to
          the extent not (A) already included in the calculation of Consolidated
          Net
          Income of the Borrower and the Restricted Subsidiaries or (B) already reflected
          as a return of capital or deemed reduction in the amount of such Investment,
          the
          aggregate JV Distribution Amount received by the Borrower or any Restricted
          Subsidiary during the period from and including the Business Day immediately
          following the Closing Date through and including the Applicable Amount
          Reference
          Time;
  (iii)           to
          the extent not (A) already included in the calculation of Consolidated
          Net
          Income or (B) already reflected as a return of capital or deemed reduction
          in
          the amount of any such Investment, the aggregate amount of all cash repayments
          of principal received by the Borrower or any Restricted Subsidiary from
          any
          Minority Investments or Unrestricted Subsidiaries during the period from
          and
          including the Business Day immediately following the Closing Date through
          and
          including the Applicable Amount Reference Time in respect of loans made
          by the
          Borrower or any Restricted Subsidiary to such Minority Investments or
          Unrestricted Subsidiaries;
  (iv)           to
          the extent not (A) already included in the calculation of Consolidated
          Net
          Income of the Borrower and the Restricted Subsidiaries, (B) already reflected
          as
          a return of capital or deemed reduction in the amount of such Investment
          or
          (C) applied to prepay the Term Loans in accordance with Section
          5.2(a)(i), the aggregate amount of all Net Cash Proceeds received by the
          Borrower or any Restricted Subsidiary in connection with the sale, transfer
          or
          other disposition of its ownership interest in any Minority Investments
          or in
          any Unrestricted Subsidiary during the period from and including the Business
          Day immediately following the Closing Date through and including the Applicable
          Amount Reference Time; and
  (v)           other
          than for purposes of Section 10.6(c), the aggregate amount of Retained
          Declined Proceeds (other than those used pursuant to Section 10.6(q))
          retained by the Borrower during the period from and including the Business
          Day
          immediately following the Closing Date through and including the Applicable
          Amount Reference Time;
  minus
          (b) the sum, without duplication, of:
  (i)           the
          aggregate amount of Investments made pursuant to Section 10.5(g)(ii)(y),
10.5(h)(iii), 10.5(i)(y), 10.5(v)(y) or 10.5(ff)(y)
          following the Closing Date and prior to the Applicable Amount Reference
          Time;
  (ii)           the
          aggregate amount of dividends pursuant to Section 10.6(c)(z) or
Section 10.6(r)(iii)(z) following the Closing Date and prior to the
          Applicable Amount Reference Time; and
  (iii)           the
          aggregate amount of prepayments, repurchases, redemptions and defeasances
          made
          pursuant to Section 10.7(a)(i)(B)(II)(3) following the Closing Date and
          prior to the Applicable Amount Reference Time.
   -5-
  Notwithstanding
          the foregoing, in making any calculation or other determination under this
          Agreement involving the Applicable Amount, if the Applicable Amount at
          such time
          is less than zero, then the Applicable Amount shall be deemed to be zero
          for
          purposes of such calculation or determination.
  “**Applicable
          Equity Amount**” shall mean, at any time (the “**Applicable Equity
          Amount Reference Time**”), an amount equal to, without duplication, (a)
          the amount of any capital contributions (other than the Equity Contribution,
          any
          Cure Amount or the proceeds of any Equity Offering used to repay Term Loans
          pursuant to Section 5.1(b)) made in cash to, or any proceeds of an equity
          issuance received by the Borrower during the period from and including
          the
          Business Day immediately following the Closing Date through and including
          the
          Applicable Equity Amount Reference Time, including proceeds from the issuance
          of
          Stock or Stock Equivalents of the Parent or any direct or indirect parent
          of the
          Parent (to the extent the proceeds of any such issuance are contributed
          to the
          Borrower), but excluding all proceeds from the issuance of Disqualified
          Stock
  minus
          (b) the sum, without duplication, of:
  (i)           the
          aggregate amount of Investments made pursuant to Section 10.5(g)(ii)(x),
10.5(h)(ii), 10.5(i)(x), 10.5(v)(x) or 10.5(ff)(x)
          following the Closing Date and prior to the Applicable Equity Amount Reference
          Time;
  (ii)           the
          aggregate amount of dividends pursuant to Section 10.6(c)(y) or
Section 10.6(r)(iii)(y) following the Closing Date and prior to the
          Applicable Equity Amount Reference Time; and
  (iii)           the
          aggregate amount of prepayments, repurchases, redemptions and defeasances
          pursuant to Section 10.7(a)(i)(B)(II)(2) following the Closing Date and
          prior to the Applicable Equity Amount Reference Time.
  “**Applicable
          Laws**” shall mean, as to any Person, any law (including common law),
          statute, regulation, ordinance, rule, order, decree, judgment, consent
          decree,
          writ, injunction, settlement agreement or governmental requirement enacted,
          promulgated or imposed or entered into or agreed by any Governmental Authority
          (including the PUCT and ERCOT), in each case applicable to or binding on
          such
          Person or any of its property or assets or to which such Person or any
          of its
          property or assets is subject.  Applicable Laws shall also include
          commitments, undertakings and stipulations (a) relating to Oncor and its
          Subsidiaries as set forth in the Joint Report and Application of Oncor
          Electric
          Delivery Company and Texas Energy Future Holdings Limited Partnership Pursuant
          to Public Utility Regulatory Act 14.101 before the PUCT, to the extent
          such
          commitments, undertakings and stipulations are embodied in a final order
          issued
          by the PUCT and (b) relating to Credit Parties and their Affiliates other
          than
          Oncor and its Subsidiaries as set forth on Schedule 1.1(g)
          hereto.
  “**Applicable
          LIBOR Margin**” shall mean at any date, with respect to each LIBOR Loan
          that is an Initial Term Loan, Delayed Draw Term Loan, Deposit L/C Loan
          or
          Revolving Credit Loan, the applicable percentage *per annum* set forth
          below based upon the Status in effect on such date:
  **Status**
                **Applicable
                    LIBOR Margin for:****Initial
                    Term Loans**
                **Delayed
                    Draw Term Loans**
                **Deposit
                    L/C Loans**
                **Revolving
                    Credit Loans**Level I
                    Status
                3.50%
                3.50%
                3.50%
                3.50%Level II
                    Status
                3.25%
                3.25%
                3.25%
                3.25%Level III
                    Status
                3.00%
                3.00%
                3.00%
                3.00%
   -6-
 Notwithstanding
          the foregoing, Level I Status shall apply during the period from and including
          the Closing Date to but excluding the Initial Financial Statements Delivery
          Date.
  “**Applicable
          Posting Facility Amount**” shall mean, at any date, the greater of
          (a) $820,000,000 and (b) the Aggregate Posting Advances
          Outstanding.
  “**Applicable
          Premium**” shall mean, as of any date upon
          which a prepayment is payable pursuant to Section 5.1(b) or Section
          5.2(a)(i)(B), the present value at such date, computed using a discount rate
          equal to the Treasury Rate plus 50 basis points, of all interest that
          would accrue (assuming the Borrower had selected consecutive three-month
          Interest Periods) on the applicable Repaid Tranche B-3 Loans or PE Repaid
          Tranche B-3 Loans, as applicable, from such date to the date which is three
          years following the Closing Date, computed using the LIBOR Rate for an
          Interest
          Period of three months plus the Applicable LIBOR Margin in effect on such
          date.
  “**Approved
          Fund**” shall mean any Fund that is administered or managed by (a) a
          Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
          an
          entity that administers or manages a Lender.
  “**Asset
          Sale Prepayment Event**” shall mean any Disposition of any business
          units, assets or other property of the Borrower and the Restricted Subsidiaries
          not in the ordinary course of business (including any Disposition of any
          Stock
          or Stock Equivalents of any Subsidiary of the Borrower owned by the Borrower
          or
          any Restricted Subsidiary).  Notwithstanding the foregoing, the term
“Asset Sale Prepayment Event” shall not include any transaction permitted by
Section 10.4 (other than transactions permitted by Section
          10.4(b), Section 10.4(g), the first proviso to Section
          10.4(i), Section 10.4(j), Section 10.4(m), Section
          10.4(q), Section 10.4(r), Section 10.4(s) and Section
          10.4(t), which shall constitute Asset Sale Prepayment Events).
  “**Assignment
          and Acceptance**” shall mean an assignment and acceptance substantially
          in the form of Exhibit J, or such other form as may be approved by
          the Administrative Agent.
  “**Authorized
          Officer**” shall mean the President, the Chief Executive Officer, the
          Chief Financial Officer, the Chief Operating Officer, the Treasurer, the
          Assistant Treasurer, with respect to certain limited liability companies
          or
          partnerships that do not have officers, any manager, managing member or
          general
          partner thereof, any other senior officer of US Holdings, the Borrower
          or any
          other Credit Party designated as such in writing to the Administrative
          Agent by
          US Holdings, the Borrower or any other Credit Party, as applicable, and,
          with
          respect to any document (other than the solvency certificate) delivered
          on the
          Closing Date, the Secretary or the Assistant Secretary of any Credit
          Party.  Any document delivered hereunder that is signed by an
          Authorized Officer shall be conclusively presumed to have been authorized
          by all
          necessary corporate, limited liability company, partnership and/or other
          action
          on the part of US Holdings, the Borrower or any other Credit Party and
          such
          Authorized Officer shall be conclusively presumed to have acted on behalf
          of
          such Person.
  “**Auto-Extension
          Letter of Credit**” shall have the meaning provided in Section
          3.2(b).
  “**Available
          Delayed Draw Term Loan Commitment**” shall mean, as of any date, an
          amount equal to the excess, if any, of (a) the amount of the Total Delayed
          Draw Term Loan Commitment over (b) the sum of the aggregate
          principal amount of all Delayed Draw Term Loans made hereunder.
   -7-
  “**Available
          Revolving Commitment**” shall mean, as of any date, an amount equal to
          the excess, if any, of (a) the amount of the Total Revolving Credit
          Commitment over (b) the sum of (i) the aggregate principal
          amount of all Revolving Credit Loans (but not Swingline Loans) then outstanding
          and (ii) the aggregate Revolving Letters of Credit Outstanding at such
          time.
  “**Bankruptcy
          Code**” shall have the meaning provided in Section
          11.5.
  “**Baseload
          Assets**” shall mean (a) any Initial Baseload Assets and (b) any other
          assets comprising an electric generating facility or unit acquired, constructed
          or redesignated as such, in each such case after the Closing Date that
          is
          certified by an Authorized Officer of the Borrower to be a baseload
          asset.
  “**benefited
          Lender**” shall have the meaning provided in Section
          13.8(a).
  “**Board**”
          shall mean the Board of Governors of the Federal Reserve System of the
          United
          States (or any successor).
  “**Borrower**”
          shall have the meaning provided in the preamble to this Agreement.
  **“Borrower
          Senior Documents”** shall mean either (a) the Borrower Senior Exchange
          Notes Documents or (b) the Borrower Senior Interim Loan Documents, as the
          case
          may be.
  “**Borrower
          Senior Exchange Notes**” shall mean senior unsecured exchange notes due
          2015 and 2016 to be issued in connection with the refinancing of the Borrower
          Senior Interim Loans or the exchange of the Borrower Senior Term Loans
          under the
          Borrower Senior Exchange Notes Indenture, in aggregate principal amount
          of up to
          $6,750,000,000 (less the amount of any Borrower Senior Interim Loans or
          Borrower Senior Term Loans that remain outstanding after the issuance of
          the
          Borrower Senior Exchange Notes), together with interest (including any
          PIK
          Interest Amount), fees and all other amounts payable in connection
          therewith.
  “**Borrower
          Senior Exchange Notes Documents**” shall mean the Borrower Senior
          Exchange Notes Indenture and other credit documents referred to
          therein.
  “**Borrower
          Senior Exchange Notes Indenture**” shall mean the indenture to be entered
          into in connection with the refinancing of the Borrower Senior Interim
          Loans or
          the exchange of the Borrower Senior Term Loans, among U.S. Holdings, the
          Borrower, the Co-Issuer, the guarantors party thereto and a trustee, pursuant
          to
          which the Borrower Senior Exchange Notes shall be issued.
  “**Borrower
          Senior Facility**” shall mean either (a) the Borrower Senior Exchange
          Notes, (b) the Borrower Senior Interim Loans or (c) the Borrower Senior
          Term
          Loans, as the case may be.
  “**Borrower
          Senior Interim Loan Agreement**” shall mean the senior unsecured interim
          loan agreement, dated as of the date hereof by and among U.S. Holdings,
          the
          Borrower, the Co-Issuer, the lenders from time to time parties thereto,
          Morgan
          Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit
          Partners L.P., as syndication agent, and Goldman Sachs Credit Partners
          L.P.,
          Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., Credit
          Suisse Securities (USA) LLC, JP Morgan Securities Inc., and Lehman Brothers
          Inc., as joint lead arrangers and bookrunners.
  “**Borrower
          Senior Interim Loan Documents**” shall mean the Borrower Senior Interim
          Loan Agreement and the other credit documents referred to therein.
   -8-
  “**Borrower
          Senior Interim Loans**” shall have the meaning provided in the recitals
          to this Agreement.
  “**Borrower****Senior
          Term Loans**” shall mean the “Senior Term Loans”, as defined in the
          Borrower Senior Interim Loan Agreement.
  “**Borrowing**”
          shall mean and include (a) the incurrence of Swingline Loans from the Swingline
          Lender on a given date, (b) the incurrence of one Type of Loan on a given
          date (or resulting from conversions on a given date) having, in the case
          of
          LIBOR Loans, the same Interest Period (provided that ABR Loans incurred
          pursuant to Section 2.10(b) shall be considered part of any related
          Borrowing of LIBOR Loans) and (c) the incurrence of a Posting Advance on
          any
          Posting Advance Date.
  “**Business
          Day**” shall mean any day excluding Saturday, Sunday and any other day
          on
          which banking institutions in New York City are authorized by law or other
          governmental actions to close, and, if such day relates to (a) any interest
          rate
          settings as to a LIBOR Loan or a Posting Advance, (b) any fundings,
          disbursements, settlements and payments in respect of any such LIBOR Loan
          or a
          Posting Advance, or (c) any other dealings pursuant to this Agreement in
          respect
          of any such LIBOR Loan or a Posting Advance, such day shall be a day on
          which
          dealings in deposits in Dollars are conducted by and between banks in the
          London
          interbank eurodollar market.
  “**Calculation
          Agent Determination**” shall have the meaning set forth in the Commodity
          Definitions.
  “**Capital
          Expenditures**” shall mean, for any period, the aggregate of all
          expenditures (whether paid in cash or accrued as liabilities and including
          in
          all events all amounts expended or capitalized under Capital Leases) by
          the
          Borrower and the Restricted Subsidiaries during such period that, in conformity
          with GAAP, are or are required to be included as capital expenditures on
          a
          consolidated statement of cash flows of the Borrower.
  “**Capital
          Lease**” shall mean, as applied to the Borrower and the Restricted
          Subsidiaries, any lease of any property (whether real, personal or mixed)
          by the
          Borrower or any Restricted Subsidiary as lessee that, in conformity with
          GAAP,
          is, or is required to be, accounted for as a capital lease on the balance
          sheet
          of the Borrower.
  “**Capitalized
          Lease Obligations**” shall mean, as applied to the Borrower and the
          Restricted Subsidiaries at the time any determination is to be made, the
          amount
          of the liability in respect of a Capital Lease that would at such time
          be
          required to be capitalized and reflected as a liability on the balance
          sheet
          (excluding the footnotes thereto) of the Borrower in accordance with GAAP,
          and
          the Stated Maturity thereof shall be the date of the last payment of rent
          or any
          other amount due under such Capital Lease prior to the first date upon
          which
          such Capital Lease may be prepaid by the lessee without payment of a penalty;
          provided that any obligations existing on the Closing Date (i) that were
          not included on the balance sheet of the Borrower as capital lease obligations
          and (ii) that are subsequently recharacterized as capital lease obligations
          due
          to a change in accounting treatment shall for all purposes of this Agreement
          not
          be treated as Capitalized Lease Obligations.
  “**Capitalized
          Software Expenditures**” shall mean, for any period, the aggregate of all
          expenditures (whether paid in cash or accrued as liabilities) by the Borrower
          and the Restricted Subsidiaries during such period in respect of purchased
          software or internally developed software and software enhancements that,
          in
          conformity with GAAP are or are required to be reflected as capitalized
          costs on
          the consolidated balance sheet of the Borrower.
   -9-
  “**Cash
          Collateral Account**” shall mean a blocked deposit account in the name of
          the Collateral Agent and under the sole dominion and control of Collateral
          Agent, and otherwise established in a manner reasonably satisfactory to
          Collateral Agent.
  “**Cash
          Collateralize**” shall have the meaning provided in Section
          3.8(c).
  “**Cash
          Management Agreement**” shall mean any agreement or arrangement to
          provide Cash Management Services.
  “**Cash
          Management Bank**” shall mean any Person that either (x) at the time it
          enters into a Cash Management Agreement or provides Cash Management Services
          or
          (y) on the Closing Date, is a Lender or an Affiliate of a Lender, in its
          capacity as a party to such Cash Management Agreement or a provider of
          such Cash
          Management Services.
  “**Cash
          Management Obligations**” shall mean obligations owed by the Borrower or
          any Restricted Subsidiary to any Cash Management Bank in connection with,
          or in
          respect of, any Cash Management Services or under any Cash Management
          Agreement.
  “**Cash
          Management Services**” shall mean treasury, depository, overdraft, credit
          or debit card, purchase card, electronic funds transfer (including automated
          clearing house fund transfer services) and other cash management
          services.
  “**Change
          in Law**” shall mean (a) the adoption of any Applicable Law after
          the date of this Agreement, (b) any change in any Applicable Law or in the
          interpretation or application thereof by any Governmental Authority after
          the
          date of this Agreement or (c) compliance by any party with any guideline,
          request, directive or order issued or made after the date hereof by any
          central
          bank or other governmental or quasi-governmental authority (whether or
          not
          having the force of law).
  “**Change
          of Control**” shall mean and be deemed to have occurred if (a) at any
          time prior to a Qualifying IPO, the Permitted Holders shall at any time
          not own,
          in the aggregate, directly or indirectly, beneficially and of record, at
          least
          35% of the voting power of the outstanding Voting Stock of the Borrower;
          or (b)
          at any time, any person, entity or “group” (within the meaning of Section 13(d)
          or 14(d) of the Exchange Act), other than the Permitted Holders, shall
          at any
          time have acquired direct or indirect beneficial ownership of a percentage
          of
          the voting power of the outstanding Voting Stock of the Borrower that exceeds
          35% thereof, unless, in the case of either clause (a) or (b)
          above, the Permitted Holders have, at such time, the right or the ability
          by
          voting power, contract or otherwise to elect or designate for election
          at least
          a majority of the board of directors of the Borrower; or (c) Continuing
          Directors shall not constitute at least a majority of the board of directors
          of
          the Borrower; or (d) at any time, a Change of Control (as defined in the
          Borrower Senior Documents or in any Refinanced Bridge Indebtedness
          Documentation) shall have occurred; or (e) at any time, the Parent shall
          cease
          to own, directly or indirectly, beneficially and of record, at least a
          majority
          of the Voting Stock of the Borrower; or (f) at any time, US Holdings shall
          cease
          to own directly 100% of the Stock and Stock Equivalents of the
          Borrower.
  “**Class**”,
          when used in reference to any Loan, Posting Advance or Borrowing, shall
          refer to
          whether such Loan or Posting Advance, or the Loans or Posting Advances
          comprising such Borrowing, are Revolving Credit Loans, Initial Term Loans,
          Initial Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans, Initial
          Tranche
          B-3 Term Loans, Delayed Draw Term Loans, Incremental Term Loans, Deposit
          L/C
          Loans, Incremental Deposit L/C Loans, Swingline Loans or Posting Advances
          and,
          when used in reference to any Commitment, refers to whether such Commitment
          is a
          Revolving Credit Commitment, an Initial Term Loan Commitment, an Initial
          Tranche
          B-1 Term Loan Commitment, an Initial Tranche B-2 Term Loan Commitment,
          an
          Initial Tranche B-3 Term Loan Commitment, a Delayed Draw Term Loan
   -10-
  Commitment,
          an Incremental Term Loan Commitment, a Deposit L/C Loan Commitment, an
          Incremental Deposit L/C Loan Commitment, a Swingline Commitment or a Posting
          Commitment.
  “**Closing
          Date**” shall mean the date of the initial Borrowing
          hereunder.
  “**Closing
          Date Mortgaged Property**” shall mean each Mortgaged Property designated
          as a “Closing Date Mortgaged Property” on Schedule 1.1(c)
          hereto.
  “**Closing
          Date MTM Exposure**” shall have the meaning provided in Section
          14.3(a).
  “**Code**”
          shall mean the Internal Revenue Code of 1986, as amended from time to
          time.  Section references to the Code are to the Code, as in effect at
          the date of this Agreement, and any subsequent provisions of the Code,
          amendatory thereof, supplemental thereto or substituted therefore.
  “**Co-Documentation
          Agents**” shall mean Credit Suisse, Goldman Sachs Credit Partners L.P.,
          Lehman Commercial Paper Inc. and Morgan Stanley Senior Funding,
          Inc.
  “**Co-Issuer**”
          shall mean TCEH Finance, Inc.
  “**Collateral**”
          shall mean all property pledged, mortgaged or purported to be pledged or
          mortgaged pursuant to the Security Documents.
  “**Collateral
          Agent**” shall mean Citibank, N.A., as collateral agent under the
          Security Documents, or any successor collateral agent pursuant to Section
          12.
  “**Commitment
          Letter**” shall mean the amended and restated commitment letter, dated
          July 20, 2007, as amended, among Texas Energy Future Merger Sub Corp and
          Citigroup Global Markets Inc., Credit Suisse, Cayman Islands Branch, Credit
          Suisse Securities (USA) LLC, Goldman Sachs Credit Partners L.P., JPMorgan
          Chase
          Bank, N.A., J.P. Morgan Securities Inc., Lehman Brothers Inc., Lehman Brothers
          Holdings Inc., Lehman Commercial Paper Inc., Lehman Brothers Commercial
          Bank and
          Morgan Stanley Senior Funding, Inc.
  “**Commitments**”
          shall mean, with respect to each Lender (to the extent applicable), such
          Lender’s Revolving Credit Commitment, Initial Term Loan Commitment, Initial
          Tranche B-1 Term Loan Commitment, Initial Tranche B-2 Term Loan Commitment,
          Initial Tranche B-3 Term Loan Commitment, Delayed Draw Term Loan Commitment,
          Incremental Term Loan Commitment, Swingline Commitment, Deposit L/C Loan
          Commitment, Incremental Deposit L/C Loan Commitment, Posting Commitment
          or
          Incremental Posting Facility Commitment.
  “**Commodity
          Definitions**” shall mean the 2005 ISDA Commodity Definitions, as
          published by the International Swaps and Derivatives Association, Inc.,
          without
          giving effect to any amendment, supplement, updating or restatement thereof
          after the Closing Date unless otherwise agreed to by the Borrower and the
          Posting Agent.
  “**Commodity
          Hedging Agreement**” shall mean any agreement (including each
          confirmation pursuant to any Master Agreement) or transaction providing
          for one
          or more swaps, caps, collars, floors, futures, options, spots, forwards,
          derivative, any physical or financial commodity contracts or agreements,
          power
          purchase or sale agreements, fuel purchase or sale agreements, environmental
          credit purchase or sale agreements, power transmission agreements, commodity
          transportation agreements, fuel storage agreements, netting agreements
          (including Netting Agreements), capacity agreements or commecial or trading
          agreements, each with respect to the purchase,
   -11-
  sale
          or exchange of (or the option to purchase, sell or exchange), transmission,
          transportation, storage, distribution, processing, lease or hedge of, any
          Covered Commodity, price or price indices for any such Covered Commodity
          or
          services or any other similar derivative agreements, and any other similar
          agreements.
  “**Communications**”
          shall have the meaning provided in Section 13.17(a).
  “**Computation
          Date**” shall mean any Weekly Computation Date or Interim Computation
          Date.
  “**Confidential
          Information**” shall have the meaning provided in Section
          13.16.
  “**Consolidated
          Depreciation and Amortization Expense**” shall mean, with respect to the
          Borrower and the Restricted Subsidiaries for any period, the total amount
          of
          depreciation and amortization expense, including the amortization of deferred
          financing fees, nuclear fuel costs, depletion of coal or lignite reserves,
          debt
          issuance costs, commissions, fees and expenses and Capitalized Software
          Expenditures, of the Borrower and the Restricted Subsidiaries for such
          period on
          a consolidated basis and otherwise determined in accordance with
          GAAP.
  “**Consolidated
          EBITDA**” shall mean, for any period, Consolidated Net Income for such
          period, plus:
  (a)           without
          duplication and to the extent deducted (and not added back) in arriving
          at such
          Consolidated Net Income, the sum of the following amounts for the Borrower
          and
          the Restricted Subsidiaries for such period:
  (i)Consolidated
          Interest Expense
          (including (x) net losses on Hedging Obligations or other derivative instruments
          entered into for the purpose of hedging interest rate risk and (y) costs
          of
          surety bonds in connection with financing activities in each case to the
          extent
          included in Consolidated Interest Expense), together with items excluded
          from
          Consolidated Interest Expense pursuant to clause (1)(u), (v), (w), (x),
          (y) and
          (z) of the definition thereof,
  (ii)provision
          for taxes based on income
          or profits or capital gains, including federal, foreign, state, franchise,
          excise, value-added and similar taxes and foreign withholding taxes (including
          penalties and interest related to such taxes or arising from tax examinations)
          paid or accrued during such period,
  (iii)Consolidated
          Depreciation and
          Amortization Expense for such period,
  (iv)any
          fees, expenses or charges (other
          than depreciation or amortization expense) related to any offering of Stock
          or
          Stock Equivalents (including any Equity Offering), Investment, acquisition
          (including any Permitted Acquisition), Disposition, recapitalization or
          the
          issuance or incurrence of Indebtedness permitted to be incurred by the
          Borrower
          and the Restricted Subsidiaries pursuant hereto (including any refinancing
          transaction or amendment or other modification of any debt instrument),
          including (A) such fees, expenses or charges related to the negotiation,
          execution and delivery and other transactions contemplated by this Agreement,
          the other Credit Documents, the Borrower Senior Documents, any Refinanced
          Bridge
          Indebtedness Documentation and any Permitted Receivables Financing, (B)
          any
          amendment or other modification of this Agreement and the other Credit
          Documents, (C) any such transaction consummated prior to
          the Closing Date and any such transaction undertaken but not completed
          and (D)
          any charges or non-recurring merger costs as a result of any such
          transaction;
   -12-
   (v)the
          amount of any restructuring
          charge or reserve (including any costs incurred in connection with acquisitions
          after the date hereof and costs related to the closure and/or consolidation
          of
          facilities),
  (vi)any
          other non-cash charges,
          including any write-offs or write-downs for such period (provided that if
          any such non-cash charges represent an accrual or reserve for potential
          cash
          items in any future period, the cash payment in respect thereof in such
          future
          period shall be subtracted from Consolidated EBITDA to such extent, and
          excluding amortization of a prepaid cash item that was paid in a prior
          period),
  (vii)the
          amount of any minority interest
          expense consisting of Subsidiary income attributable to minority equity
          interests of third parties in any non-Wholly Owned Subsidiary,
  (viii)the
          amount of management,
          monitoring, consulting and advisory fees and related indemnities and expenses
          paid in such period to (or on behalf of) the Investors to the extent otherwise
          permitted pursuant to Section 9.9,
  (ix)the
          amount of net cost savings
          projected by the Borrower in good faith to be realized as a result of specified
          actions taken or to be taken prior to or during such period (which cost
          savings
          shall be added to Consolidated EBITDA until fully realized, shall be subject
          to
          certification by management of the Borrower and shall be calculated on
          a Pro
          Forma Basis as though such cost savings had been realized on the first
          day of
          such period), net of the amount of actual benefits realized during such
          period
          from such actions; provided that (A) such cost savings are reasonably
          identifiable and factually supportable, (B) such actions have been taken
          or are
          to be taken within 12 months after the date of determination to take such
          action
          and some portion of the benefit is expected to be realized within 12 months
          of
          taking such action, (C) no cost savings shall be added pursuant to this
clause (ix) to the extent duplicative of any expenses or charges relating
          to such cost savings that are included in clause (v) above with respect
          to such period and (D) the aggregate amount of cost savings added pursuant
          to
          this clause (ix) shall not exceed $150,000,000 for any Test Period (which
          adjustments may be incremental to any Pro Forma Adjustments),
  (x)the
          amount of losses on Dispositions
          of receivables and related assets in connection with any Permitted Receivables
          Financing,
  (xi)any
          costs or expenses incurred
          pursuant to any management equity plan or stock option plan or any other
          management or employee benefit plan or agreement or any stock subscription
          or
          shareholder agreement, to the extent that such costs or expenses are funded
          with
          cash proceeds contributed to the capital of the Borrower or net cash proceeds
          of
          an issuance of Stock or Stock Equivalents (other than Disqualified Stock)
          of the
          Borrower (or any direct or indirect parent thereof) solely to the extent
          that
          such net cash proceeds are excluded from the calculation of the Applicable
          Equity Amount,
  (xii)Expenses
          Relating to a Unit Outage
          (if positive); provided that the only Expenses Relating to a Unit Outage
          that may be included as Consolidated EBITDA shall be, without duplication,
          (A)
          up to $250,000,000 per fiscal year of
   -13-
  Expenses
          Relating to a Unit Outage incurred within the first 12 months of any
          planned or unplanned outage of any Unit by reason of any action by any
          regulatory body or other Governmental Authority or to comply with any Applicable
          Law, (B) up to $100,000,000 per fiscal year of Expenses Relating to a Unit
          Outage incurred within the first 12 months of any planned outage of any
          Unit for
          purposes of expanding or upgrading such Unit and (C) solely for the purposes
          of
          calculating “Consolidated EBITDA” for purposes of Section 10.9, all
          Expenses Relating to a Unit Outage incurred within the first 12 months
          of any
          unplanned outage of any Unit,
  (xiii)solely
          for the purposes of
          calculating “Consolidated EBITDA” for purposes of Section 10.9, the
          proceeds of any business interruption insurance and, without duplication
          of such
          amounts, all EBITDA Lost as a Result of a Unit Outage and all EBITDA Lost
          as a
          Result of a Grid Outage less, in all such cases, the absolute value of
          Expenses
          Relating to a Unit Outage (if negative); provided that the amount
          calculated pursuant to this clause (xiii) shall not be less than
          zero,
  (xiv)solely
          for the purposes of
          calculating “Consolidated EBITDA” for purposes of Section 10.9, (i) prior
          to the earlier of (x) March 31, 2011 and (y) the date that Oak Grove Unit
          1 has
          achieved a capacity factor of 70% for an entire fiscal quarter (such earlier
          date, the “**Oak Grove Unit 1 Deemed Completion Date**”), the
          amount of any loss attributable to Oak Grove Unit 1, (ii) prior to the
          earlier
          of (x) September 30, 2011 and (y) the date that Oak Grove Unit 2 has achieved
          a
          capacity factor of 70% for an entire fiscal quarter, the amount of any
          loss
          attributable to Oak Grove Unit 2 (the “**Oak Grove Unit 2 Deemed
          Completion Date**”), and (iii) prior to the earlier of (x) December 31,
          2010 and the date that Sandow Unit 5 has achieved a capacity factor of
          70% for
          an entire fiscal quarter (the “**Sandow Unit 5 Deemed Completion
          Date**”), the amount of any loss attributable to Sandow Unit 5, in all
          such cases, in an aggregate amount not to exceed $100,000,000 in any fiscal
          year,
  (xv)unusual
          or non-recurring charges
          (including unusual or non-recurring expenses), severance, relocation costs,
          consolidation and closing costs, business optimization costs, transition
          costs,
          restructuring costs, signing, retention or completion bonuses, and curtailments
          or modifications to pension and post-retirement employee benefit plans
          for such
          period,
  (xvi)any
          impairment charge or asset
          write-off or write-down including impairment charges or asset write-offs
          or
          write-downs related to intangible assets, long-lived assets and Investments
          in
          debt and equity securities, in each case pursuant to GAAP, and the amortization
          of intangibles arising pursuant to GAAP,
  (xvii)cash
          receipts (or any netting
          arrangements resulting in increased cash receipts) not added in arriving
          at
          Consolidated EBITDA or Consolidated Net Income in any period to the extent
          the
          non-cash gains relating to such receipts were deducted in the calculation
          of
          Consolidated EBITDA pursuant to paragraph (b) below for any previous period
          and
          not added, and
  (xviii)to
          the extent covered by insurance
          and actually reimbursed, or, so long as the Borrower has made a determination
          that there exists reasonable evidence that such amount will in fact be
          reimbursed by the insurer and only to the extent that such amount is (i)
          not
          denied by the applicable carrier in writing within 180 days and (ii) in
          fact
          reimbursed within 365 days of the date of such evidence (with a deduction
          for
          any amount so added
          back to the extent not so reimbursed within 365 days), expenses with respect
          to
          liability or casualty events or business interruption,
less
   -14-
   (b)           without
          duplication and to the extent included in arriving at such Consolidated
          Net
          Income for the Borrower and the Restricted Subsidiaries, the sum of the
          following amounts for such period:
  (i)non-cash
          gains increasing
          Consolidated Net-Income for such period (excluding any non-cash gain to
          the
          extent it represents the reversal of an accrual or reserve for a potential
          cash
          item that reduced Consolidated Net Income or Consolidated EBITDA in any
          prior
          period),
  (ii)unusual
          or non-recurring
          gains,
  (iii)cash
          expenditures (or any netting
          arrangements resulting in increased cash expenditures) not deducted in
          arriving
          at Consolidated EBITDA or Consolidated Net Income in any period to the
          extent
          non-cash losses relating to such expenditures were added in the calculation
          of
          Consolidated EBITDA pursuant to paragraph (a) above for any previous period
          and
          not deducted, and
  (iv)the
          amount of any minority interest
          income consisting of Subsidiary losses attributable to minority equity
          interests
          of third parties in any non-Wholly Owned Subsidiary,
  in
          each case, as determined on a consolidated basis for the Borrower and the
          Restricted Subsidiaries in accordance with GAAP; provided
          that
  (i)           to
          the extent included in Consolidated Net Income, there shall be excluded
          in
          determining Consolidated EBITDA any gain or loss resulting in such period
          from
          currency translation gains and losses related to currency remeasurements
          of
          Indebtedness or intercompany balances (including the net loss or gain resulting
          from Hedging Obligations for currency exchange risk),
  (ii)           there
          shall be included in determining Consolidated EBITDA for any period, without
          duplication, (A) the Acquired EBITDA of any Person or business, or attributable
          to any property or asset, acquired by the Borrower or any Restricted Subsidiary
          during such period (but not the Acquired EBITDA of any related Person or
          business or any Acquired EBITDA attributable to any assets or property,
          in each
          case to the extent not so acquired) to the extent not subsequently sold,
          transferred, abandoned or otherwise disposed by the Borrower or such Restricted
          Subsidiary (each such Person, business, property or asset acquired (including
          pursuant to the Transactions) and not subsequently so disposed of, an
“**Acquired Entity or Business**”) and the Acquired EBITDA of any
          Unrestricted Subsidiary that is converted into a Restricted Subsidiary
          during
          such period (each, a “**Converted Restricted Subsidiary**”), in
          each case based on the actual Acquired EBITDA of such Pro Forma Entity
          for such
          period (including the portion thereof occurring prior to such acquisition
          or
          conversion) and (B) an adjustment in respect of each Pro Forma Entity equal
          to the amount of the Pro Forma Adjustment with respect to such Pro Forma
          Entity
          for such period (including the portion thereof occurring prior to such
          acquisition) as specified in a Pro Forma Adjustment Certificate and delivered
          to
          the Administrative Agent (for further delivery to the Lenders),
  iii)           there
          shall be included in determining Consolidated EBITDA for any Test Period
          that
          (A) (i) ends on the Oak Grove Unit 1 Deemed Completion Date, an amount
          equal to
          the actual Consolidated EBITDA contributed through the operation of Oak
          Grove
          Unit 1 for the last fiscal quarter of such Test Period (as such amount
          is
          adjusted for seasonality in a manner determined
   -15-
  (in
          good faith by the management of the Borrower, which determination shall
          be based
          on historical seasonality trends in the generation business of the Borrower)
          multiplied by 4, (ii) ends on the last day of the first fiscal quarter
          following the Oak Grove Unit 1 Deemed Completion Date, an amount equal
          to the
          actual Consolidated EBITDA contributed through the operation of Oak Grove
          Unit 1
          for the final two fiscal quarters of such Test Period (as such amount is
          adjusted for seasonality in a manner determined in good faith by the management
          of the Borrower, which determination shall be based on historical seasonality
          trends in the generation business of the Borrower) multiplied by 2 and
          (iii) ends on the last day of the second fiscal quarter following the Oak
          Grove
          Unit 1 Deemed Completion Date, an amount equal to the actual Consolidated
          EBITDA
          contributed through the operation of Oak Grove Unit 1 for the final three
          fiscal
          quarters of such Test Period (as such amount is adjusted for seasonality
          in a
          manner determined in good faith by the management of the Borrower, which
          determination shall be based on historical seasonality trends in the generation
          business of the Borrower) multiplied by 4/3, (B) (i) ends on the Oak
          Grove Unit 2 Deemed Completion Date, an amount equal to the actual Consolidated
          EBITDA contributed through the operation of Oak Grove Unit 2 for the last
          fiscal
          quarter of such Test Period (as such amount is adjusted for seasonality
          in a
          manner determined in good faith by the management of the Borrower, which
          determination shall be based on historical seasonality trends in the generation
          business of the Borrower) multiplied by 4, (ii) ends on the last day of
          the first fiscal quarter following the Oak Grove Unit 2 Deemed Completion
          Date,
          an amount equal to the actual Consolidated EBITDA contributed through the
          operation of Oak Grove Unit 2 for the final two fiscal quarters of such
          Test
          Period (as such amount is adjusted for seasonality in a manner determined
          in
          good faith by the management of the Borrower, which determination shall
          be based
          on historical seasonality trends in the generation business of the Borrower)
          multiplied by 2 and (iii) ends on the last day of the second fiscal
          quarter following the Oak Grove Unit 2 Deemed Completion Date, an amount
          equal
          to the actual Consolidated EBITDA contributed through the operation of
          Oak Grove
          Unit 2 for the final three fiscal quarters of such Test Period (as such
          amount
          is adjusted for seasonality in a manner determined in good faith by the
          management of the Borrower, which determination shall be based on historical
          seasonality trends in the generation business of the Borrower) multiplied
          by 4/3, and (C) (i) ends on the Sandow Unit 5 Deemed Completion Date, an
          amount
          equal to the actual Consolidated EBITDA contributed through the operation
          of
          Sandow Unit 5 for the last fiscal quarter of such Test Period (as such
          amount is
          adjusted for seasonality in a manner determined in good faith by the management
          of the Borrower, which determination shall be based on historical seasonality
          trends in the generation business of the Borrower) multiplied by 4, (ii)
          ends on the last day of the first fiscal quarter following the Sandow Unit
          5
          Deemed Completion Date, an amount equal to the actual Consolidated EBITDA
          contributed through the operation of Sandow Unit 5 for the final two fiscal
          quarters of such Test Period (as such amount is adjusted for seasonality
          in a
          manner determined in good faith by the management of the Borrower, which
          determination shall be based on historical seasonality trends in the generation
          business of the Borrower) multiplied by 2 and (iii) ends on the last day
          of the second fiscal quarter following the Sandow Unit 5 Deemed Completion
          Date,
          an amount equal to the actual Consolidated EBITDA contributed through the
          operation of Sandow Unit 5 for the final three fiscal quarters of such
          Test
          Period (as such amount is adjusted for seasonality in a manner determined
          in
          good faith by the management of the Borrower, which determination shall
          be based
          on historical seasonality trends in the generation business of the Borrower)
          multiplied by 4/3,
  (iv)           to
          the extent included in Consolidated Net Income, there shall be excluded
          in
          determining Consolidated EBITDA for any period the Disposed EBITDA of any
          Person, property, business or asset (other than an Unrestricted Subsidiary)
          sold, transferred, abandoned or otherwise disposed of, closed or classified
          as
          discontinued operations by the Borrower or any Restricted Subsidiary during
          such
          period (each such Person, property, business or asset so sold,
   -16-
  transferred,
          abandoned or otherwise disposed of, or closed or so classified, a “**Sold
          Entity or Business**”), and the Disposed EBITDA of any Restricted
          Subsidiary that is converted into an Unrestricted Subsidiary during such
          period
          (each, a “**Converted Unrestricted Subsidiary**”), in each case
          based on the actual Disposed EBITDA of such Sold Entity or Business or
          Converted
          Unrestricted Subsidiary for such period (including the portion thereof
          occurring
          prior to such sale, transfer or disposition, closure, classification or
          conversion).
  “**Consolidated
          EBITDA to Consolidated Interest Expense Ratio**” shall mean, as of any
          date of determination, the ratio of (a) Consolidated EBITDA for the most
          recent Test Period ended on or prior to such date of determination to
          (b) Consolidated Interest Expense for such Test Period; provided
          that, for purposes of calculating the Consolidated EBITDA to Consolidated
          Interest Expense Ratio for any period ending prior to the first anniversary
          of
          the Closing Date, Consolidated Interest Expense shall be an amount equal
          to
          actual Consolidated Interest Expense from the Closing Date through the
          date of
          determination multiplied by a fraction the numerator of which is 365 and
          the
          denominator of which is the number of days from the Closing Date through
          the
          date of determination.  In the event that the Borrower or any
          Restricted Subsidiary incurs, assumes, guarantees, repays, redeems, retires
          or
          extinguishes any Indebtedness (other than Indebtedness incurred under any
          revolving credit facility that has not been permanently repaid) subsequent
          to
          the commencement of the period for which the Consolidated EBITDA to Consolidated
          Interest Coverage Ratio is being calculated, but prior to or simultaneously
          with
          the event for which the calculation of the Consolidated EBITDA to Consolidated
          Interest Coverage Ratio is made (the “**Calculation Date**”), then
          the Consolidated EBITDA to Consolidated Interest Coverage Ratio shall be
          calculated giving Pro Forma Effect to such incurrence, assumption, guarantee,
          repayment, redemption, retirement or extinguishing of Indebtedness as if
          the
          same had occurred at the beginning of the applicable Test Period.
  “**Consolidated
          Interest Expense**” shall mean, with respect to any period, without
          duplication, the sum of:
  (1)           consolidated
          interest expense of the Borrower and the Restricted Subsidiaries for such
          period, to the extent such expense was deducted (and not added back) in
          computing Consolidated Net Income (including (a) amortization of original
          issue discount resulting from the issuance of Indebtedness at less than
          par,
          (b) all commissions, discounts and other fees and charges owed with respect
          to letters of credit, bankers’ acceptances or the Posting Facility or other
          collateral posting facilities, (c) non-cash interest payments (but
          excluding any non-cash interest expense attributable to the movement in
          the mark
          to market valuation of Hedging Obligations or other derivative instruments
          pursuant to GAAP), (d) the interest component of Capitalized Lease
          Obligations and (e) net payments, if any, pursuant to interest rate Hedging
          Obligations with respect to Indebtedness, and excluding (u) accretion of
          asset
          retirement obligations and accretion or accrual of discounted liabilities
          not
          constituting Indebtedness, (v) any expense resulting from the discounting
          of any Indebtedness in connection with the application of purchase accounting,
          (w) all additional interest then owing pursuant to the Registration Rights
          Agreement and any comparable “additional interest” with respect to other
          securities, (x) amortization of reacquired Indebtedness, deferred financing
          fees, debt issuance costs, commissions, fees and expenses, (y) any
          expensing of bridge, commitment and other financing fees and
          (z) commissions, discounts,
          yield and other fees and charges (including any interest expense) related
          to any
          Permitted Receivables Financing); plus  (2)           consolidated
            capitalized interest of (A) the Borrower and the Restricted Subsidiaries,
            in
            each case for such period, whether paid or accrued;
less
   -17-
   (3)           interest
          income for such period; plus
  (4)           all
          cash dividends or other distributions paid (excluding items eliminated
          in
          consolidation) on any series of Preferred Stock during such period;
plus
  (5)           all
          cash dividends or other distributions paid (excluding items eliminated
          in
          consolidation) on any series of Disqualified Stock during such
          period.
  For
          purposes of this definition, interest on a Capitalized Lease Obligation
          shall be
          deemed to accrue at an interest rate reasonably determined by such Person
          to be
          the rate of interest implicit in such Capitalized Lease Obligation in accordance
          with GAAP.
  “**Consolidated
          Net Income**” shall mean, for any period, the net income (loss) of the
          Borrower and the Restricted Subsidiaries for such period determined on
          a
          consolidated basis in accordance with GAAP, excluding, without
          duplication,
  (a)           any
          after-tax effect of extraordinary losses and gains for such period,
  (b)           Transaction
          Expenses to the extent incurred on or prior to December 31, 2008,
  (c)           the
          cumulative effect of a change in accounting principles during such
          period,
  (d)           any
          after-tax effect of income (or loss) from disposed, abandoned or discontinued
          operations and any net after-tax gains or losses on disposal of disposed,
          abandoned, transferred, closed or discontinued operations,
  (e)           any
          after-tax effect of gains or losses (less all fees and expenses relating
          thereto) attributable to asset dispositions or abandonments other than
          in the
          ordinary course of business, as determined in good faith by the
          Borrower,
  (f)           any
          income (or loss) during such period of any Person that is an Unrestricted
          Subsidiary, and any income (or loss) during such period of any Person that
          is
          not a Subsidiary or that is accounted for by the equity method of accounting;
          provided that the Consolidated Net Income of the Borrower and the
          Restricted Subsidiaries shall be increased by the amount of dividends or
          distributions or other payments that are actually paid in cash (or to the
          extent
          converted into cash) to the Borrower or any Restricted Subsidiary during
          such
          period,
  (g)           solely
          for the purpose of determining the Applicable Amount and Excess Cash Flow,
          any
          income (or loss) during such period of any Restricted Subsidiary (other
          than any
          Credit Party) to the extent that the declaration or payment of dividends
          or
          similar distributions by that Restricted Subsidiary of its net income is
          not at
          the date of determination wholly permitted without any prior governmental
          approval (which has not been obtained) or, directly or indirectly, by the
          operation of the terms of its Organizational Documents or any agreement,
          instrument or Applicable Law applicable to that Restricted Subsidiary or
          its
          stockholders, unless such restriction with respect to the payment of dividends
          or similar distributions has been legally waived; provided
          that Consolidated Net Income of the Borrower and the Restricted Subsidiaries
          will be increased by the amount of dividends or other distributions or
          other
          payments actually paid in cash (or to the extent converted into cash) to
          the
          Borrower or any Restricted Subsidiary during such period, to the extent
          not
          already included therein,
   -18-
   (h)           effects
          of all adjustments (including the effects of such adjustments pushed down
          to the
          Borrower and the Restricted Subsidiaries) in the Borrower’s consolidated
          financial statements pursuant to GAAP resulting from the application of
          purchase
          accounting in relation to the Transactions or any consummated acquisition
          whether consummated before or after the Closing Date or the amortization
          or
          write-off of any amounts thereof, net of taxes,
  (i)           any
          net after-tax effect of income (or loss) for such period attributable to
          the
          early extinguishment of Indebtedness (other than Hedging
          Obligations),
  (j)           any
          net after-tax effect of any unrealized income (or loss) for such period
          attributable to Hedging Obligations or other derivative
          instruments,
  (k)           any
          impairment charge or asset write-off or write-down including impairment
          charges
          or asset write-offs or write-downs related to intangible assets, long-lived
          assets and investments in debt and equity securities to the extent relating
          to
          changes in commodity prices, in each case pursuant to GAAP to the extent
          offset
          by gains from Hedging Obligations,
  (l)           any
          non-cash compensation expense recorded from grants of stock appreciation
          or
          similar rights, stock options, restricted stock or other rights, and any
          cash
          charges associated with the rollover, acceleration or payout of Stock or
          Stock
          Equivalents by management of the Borrower or any of its direct or indirect
          parent companies in connection with the Transactions, and
  (m)           accruals
          and reserves established or adjusted****within twelve months
          after the Closing Date that are so required to be established as a result
          of the
          Transactions in accordance with GAAP or changes as a result of adoption
          of or
          modification of accounting policies during such period.
  “**Consolidated
          Secured Debt**” shall mean Consolidated Total Debt secured by a Lien on
          any assets of the Borrower or any Restricted Subsidiary.
  “**Consolidated
          Secured Debt to Consolidated EBITDA Ratio**” shall mean, as of any date
          of determination, the ratio of (a) Consolidated Secured Debt as of the last
          date of the most recent Test Period ended on or prior to such date of
          determination to (b) Consolidated EBITDA for such Test Period.
  “**Consolidated
          Total Assets**” shall mean, as of any date of determination, the amount
          that would, in conformity with GAAP, be set forth opposite the caption
“total
          assets” (or any like caption), after intercompany eliminations, on a
          consolidated balance sheet of the Borrower and the Restricted Subsidiaries
          at
          such date.
  “**Consolidated
          Total Debt**” shall mean, as of any date of determination, (a) all
          Indebtedness of the types described in clause (a), clause (b),
clause (d) (but, in the case of clause (d), only to the extent of
          any unreimbursed drawings under any letter of credit) and clause (f) of
          the definition thereof, in each case actually owing by the Borrower and
          the
          Restricted Subsidiaries on such date and to the extent appearing on the
          balance
          sheet of the Borrower determined on a consolidated basis in accordance
          with GAAP
          (provided that the amount of any Capitalized Lease Obligations or any
          such Indebtedness issued at a discount to its face value shall be determined
          in
          accordance with GAAP) minus (b) the aggregate amount of all Unrestricted
          Cash minus (c) all Deposit L/C Loans and Incremental Deposit L/C Loans
          outstanding on such date of determination (but not to exceed the amount
          of funds
          on deposit in the Deposit L/C Loan Collateral Account on such date of
          determination) minus (d) all Indebtedness related to any
   -19-
  Permitted
          Receivables Financing minus (e) solely for the purposes of calculating
“Consolidated Total Debt” for purposes of Section 10.9, (i) prior to the
          Oak Grove Unit 1 Deemed Completion Date, the amount of Delayed Draw Term
          Loans
          or any other Indebtedness used in lieu of, or to refinance, such Delayed
          Draw
          Term Loans (so long as the aggregate amount of all such Delayed Draw Term
          Loans
          and other Indebtedness, when combined with the amounts described in clauses
          (ii) and (iii) below, does not exceed $4,100,000,000), outstanding on
          the last day of any Test Period that has been used to fund any expenditures
          at
          Oak Grove Unit 1, (ii) prior to the Oak Grove Unit 2 Deemed Completion
          Date, the
          amount of Delayed Draw Term Loans or any other Indebtedness used in lieu
          of, or
          to refinance, such Delayed Draw Term Loans (so long as the aggregate amount
          of
          all such Delayed Draw Term Loans and other Indebtedness, when combined
          with the
          amounts described in clauses (i) above and (iii) below, does not
          exceed $4,100,000,000) outstanding on the last day of any Test Period that
          has
          been used to fund any expenditures at Oak Grove Unit 2, and (iii) prior
          to the
          Sandow Unit 5 Deemed Completion Date, the amount of Delayed Draw Term Loans
          or
          any other Indebtedness used in lieu of, or to refinance, such Delayed Draw
          Term
          Loans (so long as the aggregate amount of all such Delayed Draw Term Loans
          and
          other Indebtedness, when combined with the amounts described in clauses
          (i) and (ii) above, does not exceed $4,100,000,000) outstanding on
          the last day of any Test Period that has been used to fund any expenditures
          at
          Sandow Unit 5.
  “**Consolidated
          Total Debt to Consolidated EBITDA Ratio**”****shall
          mean, as of any date of determination, the ratio of (a) Consolidated Total
          Debt as of such date of determination to (b) Consolidated EBITDA for the
          most
          recent Test Period ended on or prior to such date of determination.
  “**Consolidated
          Working Capital**” shall mean, at any date, the excess of (a) the sum of
          all amounts (other than cash, Permitted Investments and margin deposits
          related
          to commodity positions) that would, in conformity with GAAP, be set forth
          opposite the caption “total current assets” (or any like caption) on a
          consolidated balance sheet of the Borrower and the Restricted Subsidiaries
          at
          such date excluding the current portion of current and deferred income
          taxes
over (b) the sum of all amounts (other than margin deposits related
          to commodity positions) that would, in conformity with GAAP, be set forth
          opposite the caption “total current liabilities” (or any like caption) on a
          consolidated balance sheet of the Borrower and the Restricted Subsidiaries
          on
          such date, including deferred revenue but excluding, without duplication,
          (i) the current portion of any Funded Debt, (ii) all Indebtedness
          consisting of Loans, Posting Advances and Revolving Letter of Credit Exposure,
          (iii) the current portion of interest, (iv) the current portion of current
          and deferred income taxes and (v) the effects from applying purchase
          accounting.
  “**Continuing
          Director**” shall mean, at any date, an individual (a) who is a
          member of the board of directors of the Borrower on the date hereof,
          (b) who, as of the date of determination, has been a member of such board
          of directors for at least the twelve preceding months, (c) who has been
          nominated to be a member of such board of directors, directly or indirectly,
          by
          a Sponsor or Persons nominated by a Sponsor or (d) who has been nominated
          to be
          a member of such board of directors by a majority of the other Continuing
          Directors then in office.
  “**Contract
          Consideration**” shall have the meaning provided in the definition of
“Excess Cash Flow”.
  “**Contractual
          Requirement**” shall have the meaning provided in
Section 8.3.
  “**Converted
          Restricted Subsidiary**” shall have the meaning provided in the
          definition of the term “Consolidated EBITDA”.
  “**Converted
          Unrestricted Subsidiary**” shall have the meaning provided in the
          definition of the term “Consolidated EBITDA”.
   -20-
  “**Covered
          Commodity**” shall mean any energy, electricity, generation capacity,
          power, heat rate, congestion, natural gas, nuclear fuel (including enrichment
          and conversion), diesel fuel, fuel oil, other petroleum-based liquids,
          coal,
          lignite, weather, emissions and other environmental credits, waste by-products,
          renewable energy credit, or any other energy related commodity or service
          (including ancillary services and related risks (such as location
          basis)).
  “**Credit
          Documents**” shall mean this Agreement, the Guarantee, the Security
          Documents, each Letter of Credit, the Posting Facility Fee Letter and any
          promissory notes issued by the Borrower hereunder.
  “**Credit
          Event**” shall mean and include the making (but not the conversion or
          continuation) of a Loan, Posting Advance and the issuance of a Letter of
          Credit.
  “**Credit
          Facility**” shall mean any of the Initial Term Loan Facility, the Delayed
          Draw Term Loan Facility, any Incremental Term Loan Facility, the Revolving
          Credit Facility, the Deposit L/C Loan Facility, any Incremental Deposit
          L/C Loan
          Facility, the Posting Facility and any Incremental Posting
          Facility.
  “**Credit
          Party**” shall mean each of US Holdings, the Borrower, each of the
          Subsidiary Guarantors and each other Subsidiary of the Borrower that is
          a party
          to a Credit Document.
  “**Cumulative
          Consolidated Net Income**” shall mean, for any period, Consolidated Net
          Income for such period, taken as a single accounting
          period.  Cumulative Consolidated Net Income may be a positive or
          negative amount.
  “**Cure
          Amount**” shall have the meaning provided in Section
          11.15(a).
  “**Cure
          Right**” shall have the meaning provided in Section
          11.15(a).
  “**Daily
          Notice**” shall have the meaning provided in Section
          14.2(a).
  “**Dealer**”
          shall mean J. Aron & Company, in such capacity.
  “**Dealer
          Swaps**” shall mean the over-the-counter financial natural gas fixed for
          floating swap transactions entered into between the Borrower and the Restricted
          Subsidiaries, on the one hand, and the Dealer, on the other hand, from
          time to
          time during the term of the Posting Facility.
  “**Declined
          Proceeds**” shall have the meaning provided in Section
          5.2(h).
  “**Deemed
          Cash**” shall have the meaning provided in Section
          10.4(b).
  “**Deemed
          Transactions**” shall have the meaning provided in Section
          14.7.
  “**Default**”
          shall mean, except as limited in Section 11.1(c), any event, act or condition
          that with notice or lapse of time, or both, would constitute an Event of
          Default.
 “**Defaulting
            Lender**” shall mean any Lender with respect to which a Lender Default
            is
            in effect.
  “**Default
            Rate**” shall have the meaning provided in Section
            2.8(d).
  -21-
 “**Deferred
          Net Cash Proceeds**” shall have the meaning provided such term in the
          definition of “Net Cash Proceeds”.
  “**Deferred
          Net Cash Proceeds Payment Date**” shall have the meaning provided such
          term in the definition of “Net Cash Proceeds”.
  “**Delayed
          Draw Commitment Fee**” shall have the meaning provided in Section
          4.1(b).
  “**Delayed
          Draw Commitment Fee Rate**” shall mean, with respect to the Available
          Delayed Draw Term Loan Commitment applicable to Lenders with a Delayed
          Draw Term
          Loan Commitment, (a) on any day from and including the Closing Date to
          but
          excluding the date of the first anniversary of the Closing Date, 1.25%
*per
          annum* and (b) on any day from and including the date of the first
          anniversary of the Closing Date to but excluding the Delayed Draw Term
          Loan
          Commitment Termination Date, 1.50% *per annum*.
  “**Delayed
          Draw Term Loan**” shall have the meaning provided in Section
          2.1(c).
  “**Delayed
          Draw Term Loan Commitment**” shall mean, (a) in the case of each
          Lender that is a Lender on the date hereof, the amount set forth opposite
          such
          Lender’s name on Schedule 1.1(a) as such Lender’s “Delayed Draw Term Loan
          Commitment” and (b) in the case of any Lender that becomes a Lender after
          the date hereof, the amount specified as such Lender’s “Delayed Draw Term Loan
          Commitment” in the Assignment and Acceptance pursuant to which such Lender
          assumed a portion of the Total Delayed Draw Term Loan Commitment, in each
          case
          as the same may be changed from time to time pursuant to the terms
          hereof.  The aggregate amount of the Delayed Draw Term Loan
          Commitments as of the date hereof is $4,100,000,000.
  “**Delayed
          Draw Term Loan Commitment Termination Date**” shall mean the date that is
          two years after the Closing Date; provided that if such date is not a
          Business Day, the “Delayed Draw Term Loan Commitment Termination Date” will be
          the next succeeding Business Day.
  “**Delayed
          Draw Term Loan Facility**” shall have the meaning provided in the
          recitals to this Agreement.
  “**Delayed
          Draw Term Loan Maturity Date**” shall mean the date that is seven years
          after the Closing Date; provided that if such date is not a Business Day,
          the “Delayed Draw Term Loan Maturity Date” will be the next succeeding Business
          Day.
  “**Delayed
          Draw Term Loan Repayment Amount**” shall have the meaning provided in
Section 2.5(b)(ii).
  “**Delayed
          Draw Term Loan Repayment Date**” shall have the meaning provided in
Section 2.5(b)(ii).
  “**Depositary
          Bank**” shall have the meaning provided in Section
          3.9.
  “**Deposit
          L/C Loan**” shall have the meaning provided in Section
          2.1(b).
 “**Deposit
            L/C Loan Collateral Account**” shall mean one or more Cash Collateral
            Accounts or securities accounts established pursuant to, and subject
            to the
            terms of, Section 3.9.
  -22-
 “**Deposit
          L/C Loan Collateral Account Balance**” shall mean, at any time, the
          aggregate amount on deposit in the Deposit L/C Loan Collateral
          Account.
  “**Deposit
          L/C Loan Commitment**” shall mean, (a) in the case of each Lender
          that is a Lender on the date hereof, the amount set forth opposite such
          Lender’s
          name on Schedule 1.1(a) as such Lender’s “Deposit L/C Loan Commitment”
and (b) in the case of any Lender that becomes a Lender after the date
          hereof, the amount specified as such Lender’s “Deposit L/C Loan Commitment” in
          the Assignment and Acceptance pursuant to which such Lender assumed a portion
          of
          the Total Deposit L/C Loan Commitment, in each case as the same may be
          changed
          from time to time pursuant to the terms hereof.  The aggregate amount
          of the Deposit L/C Loan Commitments as of the date hereof is
          $1,250,000,000.
  “**Deposit
          L/C Loan Facility**” shall have the meaning provided in the recitals to
          this Agreement.
  “**Deposit
          L/C Loan Maturity Date**” shall mean the date that is seven years after
          the Closing Date; provided that if such date is not a Business Day, the
“Deposit L/C Loan Maturity Date” will be the next succeeding Business
          Day.
  “**Deposit
          L/C Maturity Date**” shall mean the date that is three Business Days
          prior to the Deposit L/C Loan Maturity Date.
  “**Deposit
          L/C Obligations**” shall mean, as at any date of determination, the
          aggregate Stated Amount of all outstanding Deposit Letters of Credit plus
          the aggregate principal amount of all Unpaid Drawings under all Deposit
          Letters
          of Credit.  For all purposes of this Agreement, if on any date of
          determination a Deposit Letter of Credit has expired by its terms but any
          amount
          may still be drawn thereunder by reason of the operation of Rule 3.14 of
          the
          ISP, such Deposit Letter of Credit shall be deemed to be “outstanding” in the
          amount so remaining available to be drawn.
  “**Deposit
          L/C Permitted Investments**” shall mean:
  (a)           securities
          issued or unconditionally guaranteed by the United States government or
          any
          agency or instrumentality thereof or funds that invest solely in such
          securities; and
  (b)           time
          deposits with, or domestic and LIBOR certificates of deposit or bankers’
acceptances issued by, Citibank, N.A.
  “**Deposit
          Letter of Credit**” shall mean each letter of credit issued pursuant to
Section 3.1(b)(i).
  “**Deposit
          Letter of Credit Commitment**” shall mean $1,250,000,000, as the same may
          be reduced from time to time pursuant to Section 5.2(d).
  “**Deposit
          Letter of Credit Issuer**” shall mean (a) Citibank, N.A., any of its
          Affiliates or any replacement or successor pursuant to Section 3.6,
          (b) each issuer of an Existing Letter of Credit denoted as a “Deposit
          Letter of Credit” on Schedule 1.1(b) and (c) at any time such Person who
          shall become a Deposit Letter of Credit Issuer pursuant to Section 3.6
          (it being understood that if any such Person ceases to be a Lender hereunder,
          such Person will remain a Deposit Letter of Credit Issuer with respect
          to any
          Deposit Letters of Credit issued by such Person that remained outstanding
          as of
          the date such Person ceased to be a Lender).  Any Deposit Letter of
          Credit Issuer may, in its discretion, arrange for one or more Deposit Letters
          of
          Credit to be issued by Affiliates of such Deposit Letter of Credit Issuer,
          and
          in each such case the term “Deposit Letter of Credit Issuer” shall include any
          such Affiliate or Lender with
   -23-
  respect
          to Deposit Letters of Credit issued by such Affiliate or
          Lender.  References herein and in the other Credit Documents to the
          Deposit Letter of Credit Issuer shall be deemed to refer to the Deposit
          Letter
          of Credit Issuer in respect of the applicable Deposit Letter of Credit
          or to all
          Deposit Letter of Credit Issuers, as the context requires.
  “**Deposit
          Letters of Credit Outstanding**” shall mean, at any time, the sum of,
          without duplication, (a) the aggregate Stated Amount of all outstanding
          Deposit Letters of Credit and (b) the aggregate principal amount of all
          Unpaid Drawings in respect of all Deposit Letters of Credit.
  “**Designated
          Non-Cash Consideration**” shall mean the fair market value of non-cash
          consideration received by the Borrower or any Restricted Subsidiary in
          connection with a Disposition pursuant to Section 10.4(b) or Section
          10.4(m) that is designated as Designated Non-Cash Consideration pursuant to
          a certificate of an Authorized Officer of the Borrower, setting forth the
          basis
          of such valuation (which amount will be reduced by the fair market value
          of the
          portion of the non-cash consideration converted to cash within 180 days
          following the consummation of the applicable Disposition).
  “**Disposed
          EBITDA**” shall mean, with respect to any Sold Entity or Business or any
          Converted Unrestricted Subsidiary for any period, the amount for such period
          of
          Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted
          Subsidiary (determined as if references to the Borrower and the Restricted
          Subsidiaries in the definition of Consolidated EBITDA were references to
          such
          Sold Entity or Business or Converted Unrestricted Subsidiary and its respective
          Subsidiaries), all as determined on a consolidated basis for such Sold
          Entity or
          Business or Converted Unrestricted Subsidiary, as the case may be.
  “**Disposition**”
          shall have the meaning provided in Section 10.4.
  “**Disqualified
          Stock**” shall mean, with respect to any Person, any Stock or Stock
          Equivalents of such Person which, by its terms, or by the terms of any
          security
          into which it is convertible or for which it is putable or exchangeable,
          or upon
          the happening of any event, matures or is mandatorily redeemable (other
          than
          solely for Stock or Stock Equivalents that is not Disqualified Stock),
          other
          than as a result of a change of control or asset sale so long as any rights
          of
          the holders thereof upon the occurrence of a change of control or asset
          sale
          event shall be subject to the prior repayment in full of the Loans, Posting
          Advances and all other Obligations (other than Hedging Obligations under
          Secured
          Hedging Agreements and/or Secured Commodity Hedging Agreements, Cash Management
          Obligations under Secured Cash Management Agreements or contingent
          indemnification obligations for which no claim has been made that are accrued
          and payable and the termination of the Commitments), pursuant to a sinking
          fund
          obligation or otherwise, or is redeemable at the option of the holder thereof
          (other than as a result of a change of control or asset sale so long as
          any
          rights of the holders thereof upon the occurrence of a change of control
          or
          asset sale event shall be subject to the prior repayment in full of the
          Loans,
          Posting Advances and all other Obligations (other than Hedging Obligations
          under
          Secured Hedging Agreements and/or Secured Commodity Hedging Agreements,
          Cash
          Management Obligations under Secured Cash Management Agreements or contingent
          indemnification obligations for which no claim has been made that are accrued
          and payable and the termination of the Commitments), in whole or in part,
          in
          each case prior to the date that is ninety-one (91) days after the latest
          Maturity Date of any Credit Facility hereunder; provided that if such
          Stock or Stock Equivalents are issued to any plan for the benefit of employees
          of the Borrower or any of its Subsidiaries or by any such plan to such
          employees, such Stock or Stock Equivalents shall not constitute Disqualified
          Stock solely because it may be required to be repurchased by the Borrower
          (or
          any direct or indirect parent company thereof) or any of its Subsidiaries
          in
          order to satisfy applicable statutory or regulatory obligations;
provided, further, that any Stock or Stock Equivalents held by any
          present or former employee, officer, director, manager or consultant, of
          the
          Borrower, any of
   -24-
  its
          Subsidiaries or any of its direct or indirect parent companies or any other
          entity in which the Borrower or any Restricted Subsidiary has an Investment
          and
          is designated in good faith as an “affiliate” by the Board of Directors of the
          Borrower, in each case pursuant to any stockholders’ agreement, management
          equity plan or stock incentive plan or any other management or employee
          benefit
          plan or agreement shall not constitute Disqualified Stock solely because
          it may
          be required to be repurchased by the Borrower or any of its
          Subsidiaries.
  “**Disregarded
          Entity**” shall mean any Domestic Subsidiary that is disregarded for U.S.
          federal income tax purposes.
  “**Disruption
          Fallbacks**” shall mean, in such order, Fallback Reference Price,
          Postponement, Negotiated Fallback, Fallback Reference Dealers and Calculation
          Agent Determination.
  “**Dividends**”
          or “**dividends**” shall have the meaning provided in
Section 10.6.
  “**Dollars**”
          and “**$**” shall mean dollars in lawful currency of the United
          States of America.
  “**Domestic
          Subsidiary**” shall mean each Subsidiary of the Borrower that is
          organized under the laws of the United States or any state thereof, or the
          District of Columbia.
  “**Drawing**”
          shall have the meaning provided in Section 3.4(b).
  “**EBITDA
          Lost as a Result of a Grid Outage**” shall mean, to the extent that any
          transmission or distribution lines go out of service, the revenue not actually
          earned by the Borrower and its Restricted Subsidiaries that would otherwise
          have
          been earned with respect to any Unit within the first 12 month period that
          such
          transmission or distribution lines were out of service had such transmission
          or
          distribution lines not been out of service during such period.
  “**EBITDA
          Lost as a Result of a Unit Outage**” shall mean, to the extent that any
          Unit is out of service as a result of any unplanned outage or shut down,
          the
          revenue not actually earned by the Borrower and its Restricted Subsidiaries
          that
          would otherwise have been earned with respect to any such Unit during the
          first
          12 month period of any such outage or shut down had such Unit not been
          out of
          service during such period.
  “**EPC
          Contract**” shall have the meaning provided in Section
          9.14(f).
  “**Employee
          Benefit Plan**” shall mean an employee benefit plan (as defined in
          Section 3(3) of ERISA), other than a Foreign Plan, that is maintained or
          contributed to by the Parent, US Holdings, Borrower or any Subsidiary (or,
          with
          respect to an employee benefit plan subject to Title IV of ERISA, any ERISA
          Affiliate).
  “**Energy
          Plaza Lease**” shall mean that certain Lease Agreement, dated as of
          February 14, 2002, by and between TXU Properties and U.S. Bank, N.A. and
          associated documents.
  “**Environmental
          CapEx**” shall mean Capital Expenditures deemed reasonably necessary by
          the Borrower or any Restricted Subsidiary or otherwise undertaken voluntarily
          by
          the Borrower or any Restricted Subsidiary, to comply with, or in anticipation
          of
          having to comply with, applicable Enviromental
          Laws or Capital Expenditures otherwise undertaken voluntarily by the Borrower
          or
          any Restricted Subsidiary in connection with environmental
          matters.
   -25-
   “**Environmental
          Claims**” shall mean any and all actions, suits, proceedings, orders,
          decrees, demands, demand letters, claims, liens, notices of noncompliance,
          violation or potential responsibility or investigation (other than reports
          prepared by or on behalf of the Parent, US Holdings, the Borrower or any
          other
          Subsidiary of the Parent (a) in the ordinary course of such Person’s business or
          (b) as required in connection with a financing transaction or an acquisition
          or
          disposition of Real Estate) or proceedings relating in any way to any
          Environmental Law or any permit issued, or any approval given, under any
          such
          Environmental Law (hereinafter, “**Claims**”), including
          (i) any and all Claims by Governmental Authorities for enforcement,
          cleanup, removal, response, remedial or other actions or damages pursuant
          to any
          applicable Environmental Law and (ii) any and all Claims by any third party
          seeking damages, contribution, indemnification, cost recovery, compensation
          or
          injunctive relief relating to the presence, release or threatened release
          into
          the environment of Hazardous Materials or arising from alleged injury or
          threat
          of injury to human health or safety (to the extent relating to human exposure
          to
          Hazardous Materials), or to the environment, including ambient air, indoor
          air,
          surface water, groundwater, land surface and subsurface strata and natural
          resources such as wetlands.
  “**Environmental
          Law**” shall mean any applicable Federal, state, foreign or local
          statute, law, rule, regulation, ordinance, code and rule of common law
          now or,
          with respect to any post-Closing Date requirements of the Credit Documents,
          hereafter in effect and in each case as amended, and any binding judicial
          or
          administrative interpretation thereof, including any binding judicial or
          administrative order, consent decree or judgment, relating to the protection
          of
          the environment, including ambient air, indoor air, surface water, groundwater,
          land surface and subsurface strata and natural resources such as wetlands,
          or to
          human health or safety (to the extent relating to human exposure to Hazardous
          Materials), or Hazardous Materials.
  “**Equity
          Contribution**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Equity
          Offering**” shall mean any public or private sale of common stock or
          Preferred Stock of the Borrower or any of its direct or indirect parent
          companies (excluding Disqualified Stock), other than:  (a) public
          offerings with respect to the Borrower’s or any direct or indirect parent
          company’s common stock registered on Form S-8, (b) issuances to any Subsidiary
          of the Borrower or any such parent and (c) any Cure Amount.
  “**ERCOT**”
          shall mean the Electric Reliability Council of Texas or any other entity
          succeeding thereto.
  “**ERISA**”
          shall mean the Employee Retirement Income Security Act of 1974, as amended
          from
          time to time.  Section references to ERISA are to ERISA as in effect
          at the date of this Agreement and any subsequent provisions of ERISA amendatory
          thereof, supplemental thereto or substituted therefor.
  “**ERISA
          Affiliate**” shall mean each person (as defined in Section 3(9) of ERISA)
          that together with the Borrower or any Subsidiary of the Borrower would
          be
          deemed to be a “single employer” within the meaning of Section 414(b) or (c) of
          the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
          the Code, is treated as a single employer under Section 414 of the
          Code.
  “**Estimated
          MTM Exposure**” shall have the meaning provided in Section
          14.2(b).
 “**Event
            of Default**” shall have the meaning provided in Section
            11.
  “**Excess
            Cash Flow**” shall mean, for any period, an amount equal to the excess
            of:
  -26-
 (a)           the
          sum, without duplication, of
  (i)Consolidated
          Net Income for such
          period,
  (ii)an
          amount equal to the amount of all
          non-cash charges to the extent deducted in arriving at such Consolidated
          Net
          Income and cash receipts included in clauses (a) through (m) of
          the definition of Consolidated Net Income and excluded in arriving at such
          Consolidated Net Income,
  (iii)decreases
          in Consolidated Working
          Capital and long-term accounts receivable for such period (other than any
          such
          decreases arising from acquisitions or Disposition by the Borrower and
          the
          Restricted Subsidiaries completed during such period or the application
          of
          purchase accounting),
  (iv)an
          amount equal to the aggregate net
          non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries
          during such period (other than Dispositions in the ordinary course of business)
          to the extent deducted in arriving at such Consolidated Net Income,
  (v)an
          amount equal to the amount, if
          any, by which the booked lease expense of the Borrower and its Restricted
          Subsidiaries exceeds the actual cash lease payments of the Borrower and
          its
          Restricted Subsidiaries for such period, and
  (vi)Commodity
          Amounts received back by
          the Borrower or any of its Restricted Subsidiaries during such period (and
          which
          do not then constitute Commodity Amounts) to the extent such amounts served
          to
          decrease Excess Cash Flow in a prior period;
  over
          (b) the sum, without duplication, of
  (i)           an
          amount equal to the amount of all non-cash credits included in arriving
          at such
          Consolidated Net Income and cash charges included in clauses (a) through
(m) of the definition of Consolidated Net Income and included
          in arriving
          at such Consolidated Net Income,
  (ii)           without
          duplication of amounts deducted pursuant to clause (xi) below in prior
          fiscal years, the amount of Capital Expenditures or acquisitions of intellectual
          property made in cash during such period, to the extent that such Capital
          Expenditures or acquisitions were financed with internally generated cash
          flow
          of the Borrower and the Restricted Subsidiaries,
  (iii)           the
          aggregate amount of all principal payments of Indebtedness of the Borrower
          and
          the Restricted Subsidiaries (including (A) the principal component of
          payments in respect of Capitalized Lease Obligations, (B) the amount of any
          repayment of Term Loans pursuant to Section 2.5 and (C) the
          amount of a mandatory prepayment of Term Loans pursuant to Section
          5.2(a)(i) to the extent required due to a Prepayment Event that resulted in
          an increase to such Consolidated Net Income and not in excess of the amount
          of
          such increase, but excluding (v) all prepayments of Posting Advances,
          (w) all other prepayments of Term Loans, (x) all prepayments of Deposit L/C
          Loans, (y) all prepayments of Revolving Credit Loans and Swingline Loans
          and (z)
          all prepayments in respect of any other revolving credit facility, except
          in the
          case of clauses (v), (y) and (z) to the extent there is an
          equivalent permanent reduction in commitments thereunder), to the extent
          financed with internally generated cash flow of the Borrower and the Restricted
          Subsidiaries,
   -27-
  (iv)           an
          amount equal to the aggregate net non-cash gain on Dispositions by the
          Borrower
          and the Restricted Subsidiaries during such period (other than Dispositions
          in
          the ordinary course of business) to the extent included in arriving at
          such
          Consolidated Net Income,
  (v)           increases
          in Consolidated Working Capital and long-term accounts receivable for such
          period (other than any such increases arising from acquisitions or Dispositions
          by the Borrower and the Restricted Subsidiaries completed during such period
          or
          the application of purchase accounting),
  (vi)           without
          duplication of amounts deducted pursuant to clauses (xii) and
(xiii) below in prior fiscal years, payments by the Borrower
          and the
          Restricted Subsidiaries during such period in respect of long-term liabilities
          (including long-term non-current tax accounts) of the Borrower and the
          Restricted Subsidiaries other than Indebtedness, to the extent not already
          deducted from Consolidated Net Income,
  (vii)           without
          duplication of amounts deducted pursuant to clause (xi) below in prior
          fiscal years, the aggregate amount of cash consideration paid by the Borrower
          and the Restricted Subsidiaries (on a consolidated basis) in connection
          with
          Investments (including acquisitions) made during such period pursuant to
          Section 10.5 (other than Section 10.5(b)) to the extent that such
          Investments were financed with internally generated cash flow of the Borrower
          and the Restricted Subsidiaries (other than with the proceeds of clause
          (a)(i) of the Applicable Amount),
  (viii)           the
          amount of dividends paid during such period (on a consolidated basis) by
          the
          Borrower and the Restricted Subsidiaries pursuant to Section 10.6 to the
          extent such dividends were financed with internally generated cash flow
          of the
          Borrower and the Restricted Subsidiaries (other than with the proceeds
          of
clause (a)(i) of the Applicable Amount),
  (ix)           the
          aggregate amount of expenditures actually made by the Borrower and the
          Restricted Subsidiaries in cash during such period (including expenditures
          for
          the payment of financing fees) to the extent that such expenditures are
          not
          expensed during such period and are not deducted in calculating Consolidated
          Net
          Income,
  (x)           the
          aggregate amount of any premium, make-whole or penalty payments actually
          paid in
          cash by the Borrower and the Restricted Subsidiaries during such period
          that are
          made in connection with any prepayment of Indebtedness to the extent that
          such
          payments are not deducted in calculating Consolidated Net Income,
  (xi)           without
          duplication of amounts deducted from Excess Cash Flow in prior periods,
          (A) the
          aggregate consideration required to be paid in cash by the Borrower or
          any
          Restricted Subsidiary pursuant to binding contracts (the “**Contract
          Consideration**”) entered into prior to or during such period relating to
          Permitted Acquisitions and other Investments, Capital Expenditures or
          acquisitions of intellectual property to be consummated or made during
          the
          period of four consecutive fiscal quarters of the Borrower following the
          end of
          such period; provided that to the extent the aggregate amount of
          internally generated cash actually utilized to finance such Permitted
          Acquisitions and other Investments, Capital Expenditures or acquisitions
          of
          intellectual property during such period of four consecutive fiscal quarters
          is
          less than the Contract Consideration, the amount
          of such shortfall shall be added to the calculation of Excess Cash Flow
          at the
          end of such period of four consecutive fiscal quarters,  (xii)           without
            duplication of amounts deducted pursuant to clauses (vi) above and
(xiii) below in prior fiscal years, the amount of taxes (including
            penalties and interest) paid in cash or
   -28-
  tax
          reserves set aside or payable in cash (without duplication) by the Borrower
          or
          any Restricted Subsidiary in such period to the extent they exceed the
          amount of
          tax expense deducted in determining Consolidated Net Income for such
          period,
  (xiii)           without
          duplication of amounts deducted from Excess Cash Flow in prior periods
          (except
          to the extent any amounts are added to Excess Cash Flow pursuant to the
          operation of the proviso set forth below in this clause (xiii) in any in
          such period or in any prior periods), an amount equal to the aggregate
          amount of
          tax liabilities incurred and reserved in periods prior to the Closing Date
          (“**Reserved Taxes**”) and expected to be paid in cash by the
          Borrower or any Restricted Subsidiary during the period of four consecutive
          fiscal quarters of the Borrower following the end of such period; provided
          that,
          to the extent that the aggregate amount of cash utilized to finance such
          tax
          liabilities during such period of four consecutive fiscal quarters is less
          than
          the Reserved Taxes, the amount of such shortfall shall be added to the
          calculation of Excess Cash Flow at the end of such period of four consecutive
          fiscal quarters,
  (xiv)           an
          amount equal to the amount, if any, by which actual cash lease payments
          exceed
          booked lease expense for the Borrower or any Restricted Subsidiary for
          such
          period,
  (xv)           to
          the extent not included in the determination of Consolidation Net Income,
          the
          aggregate amount of expenditures actually made in cash by the Borrower
          or any
          Restricted Subsidiary relating to the acquisition of nuclear fuel,
          and
  (xvi)           Commodity
          Amounts in excess of the Base Amount pledged, deposited or prepaid and
          not
          returned during such period to the extent financed with internally generated
          cash flow.
  For
          purposes of clause (b)(xvi) above, (I) “**Base Amount**”
shall mean, with respect to determining Excess
          Cash Flow for any Fiscal Year,
          the aggregate amount of the Commodity Amounts as of the last day of the
          immediately preceding Fiscal Year (but in no event less than the aggregate
          amount of the Commodity Amounts as of December 31, 2007) as determined
          by the
          Borrower and certified in writing to the Administrative Agent in connection
          with
          the delivery of financial statements for the Fiscal Year ending on such
          date
          pursuant to Section 9.1(a), (II) “**Commodity Amounts**”
shall mean, at any time, collectively, the Commodity
          Collateral Amounts and
          Prepaid Commodity Amounts, (III) “**Commodity Collateral Amounts**”
shall mean, at any time, cash and Permitted Investments
          pledged or deposited as
          collateral or in margin accounts with or on behalf of brokers, credit clearing
          organizations, independent system operators, regional transmission
          organizations, pipelines, state agencies, federal agencies, futures contract
          brokers, customers, trading counterparties, or any other parties or issuers
          of
          surety bonds by the Borrower or any Restricted Subsidiary as security under
          Commodity Hedging Agreements, and (IV) “**Prepaid Commodity
          Amounts**” shall mean, at any time, the cash amounts prepaid by the
          Borrower or any Restricted Subsidiary in respect of purchases of any
          fuel-related or power-related commodity.
  “**Exchange
          Act**” shall mean the Securities Exchange Act of 1934, as amended, and
          rules and regulations promulgated thereunder.
  “**Exchange
          Rate**” shall mean on any day with respect to any currency, the rate at
          which such currency may be exchanged into any other currency, as set forth
          at
          approximately 11:00 a.m. (Lodon time) on such day on the Reuters World
          Currency
          Page for such currency.  In the event that such rate does not appear
          on any Reuters World Currency Page, the Exchange Rate shall be determined
          by
          reference to such other publicly available service for displaying exchange
          rates
          as may be agreed upon by the Administrative Agent and the Borrower, or,
          in the
          absence of such agreement, such Exchange Rate shall instead be the arithmetic
          average of the spot rates of exchange of the Administrative Agent in the
          market
   -29-
  where
          its foreign currency exchange operations in respect of such currency are
          then
          being conducted, at or about 10:00 a.m., local time, on such date for the
          purchase of the relevant currency for delivery two Business Days
          later.
  “**Excluded
          Stock and Stock Equivalents**” shall mean (i) any Stock or Stock
          Equivalents with respect to which, in the reasonable judgment of the Collateral
          Agent (confirmed in writing by notice to the Borrower and the Administrative
          Agent), the cost or other consequences (including any adverse tax or accounting
          consequences) of pledging such Stock or Stock Equivalents in favor of the
          Secured Parties under the Security Documents shall be excessive in view
          of the
          benefits to be obtained by the Secured Parties therefrom, (ii) solely in
          the case of any pledge of Voting Stock of any Foreign Subsidiary to secure
          the
          Obligations, any Stock or Stock Equivalents of any class of such Foreign
          Subsidiary in excess of 65% of the outstanding Voting Stock of such class
          (such
          percentage to be adjusted upon any Change in Law as may be required to
          avoid
          adverse U.S. federal income tax consequences to US Holdings, the Borrower
          or any
          Subsidiary of the Borrower), (iii) any Stock or Stock Equivalents to the
          extent the pledge thereof would violate any Applicable Law, (iv) in the
          case of any Stock or Stock Equivalents of any Subsidiary of the Borrower
          that is
          not Wholly Owned by the Borrower or any Subsidiary Guarantor at the time
          such
          Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each
          such
          Subsidiary to the extent (A) that a pledge thereof to secure the
          Obligations is prohibited by any applicable Contractual Requirement (other
          than
          customary non-assignment provisions which are ineffective under the Uniform
          Commercial Code or other Applicable Law or any Organizational Document),
          (B) any Contractual Requirement prohibits such a pledge without the consent
          of any other party; provided that this clause (B) shall not apply if
          (x) such other party is a Credit Party or Wholly Owned Subsidiary or
          (y) consent has been obtained to consummate such pledge (it being
          understood that the foregoing shall not be deemed to obligate the Borrower
          or
          any Subsidiary of the Borrower to obtain any such consent)) and for so
          long as
          such Contractual Requirement or replacement or renewal thereof is in effect,
          or
          (C) a pledge thereof to secure the Obligations would give any other party
          (other than a Credit Party or Wholly Owned Subsidiary) to any contract,
          agreement, instrument or indenture governing such Stock or Stock Equivalents
          the
          right to terminate its obligations thereunder (other than customary
          non-assignment provisions which are ineffective under the Uniform Commercial
          Code or other applicable law), (v) the Stock or Stock Equivalents of any
          Subsidiary of a Foreign Subsidiary, (vi) any Stock or Stock Equivalents of
          any Subsidiary to the extent that (A) the pledge of such Stock or Stock
          Equivalents would result in adverse tax or accounting consequences to the
          Borrower or any Subsidiary as reasonably determined by the Borrower and
          (B) such Stock or Stock Equivalents have been identified in writing to the
          Collateral Agent by an Authorized Officer of the Borrower, (vii) the Stock
          or
          Stock Equivalents of any Unrestricted Subsidiary, or Immaterial Subsidiary
          and
          (viii) the Stock or Stock Equivalents of any Receivables Entity if, after
          using commercially reasonable efforts, the Borrower is unable to obtain
          the
          consent of the funding sources under the applicable Permitted Receivables
          Financing to the pledge of such Stock or Stock Equivalents.
  “**Excluded
          Subsidiary**” shall mean (a) each Domestic Subsidiary listed on
Schedule 1.1(d) hereto and each future Domestic Subsidiary, in each case,
          for so long as any such Subsidiary does not constitute a Material Subsidiary,
          (b) each Domestic Subsidiary that is not a Wholly Owned Subsidiary on any
          date
          such Subsidiary would otherwise be required to become a Subsidiary Guarantor
          pursuant to the requirements of Section 9.11 (for so long as such
          Subsidiary remains a non-Wholly Owned Restricted Subsidiary), (c) any
          Disregarded Entity substantially all the assets of which consist of Stock
          and
          Stock Equivalents of Foreign Subsidiaries, (d) each Domestic Subsidiary
          that is
          prohibited by any applicable Contractual Requirement, Applicable Law or
          Organizational Document from guaranteeing or granting Liens to secure the
          Obligations at the time such Subsidiary becomes a Restricted Subsidiary
          (and for
          so long as such restriction or any replacement or renewal thereof is in
          effect),
          (e) each Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary,
          (f) any other Domestic Subsidiary with respect to which, in the reasonable
          judgment of the Administrative Agent (confirmed in writing by notice to
          the
          Borrower),
   -30-
  the
          cost or other consequences (including any adverse tax or accounting
          consequences) of guaranteeing the Obligations shall be excessive in view
          of the
          benefits to be obtained by the Secured Parties therefrom, (g) each Unrestricted
          Subsidiary, (h) any Foreign Subsidiary, (i) any Receivables Entity and
          (j) any Subsidiary to the extent that (A) the guarantee of the Obligations
          by
          would result in adverse tax or accounting consequences and (B) such
          Subsidiaries have been identified in writing to the Collateral Agent by
          an
          Authorized Officer of the Borrower.
  “**Excluded
          Taxes**” shall mean, with respect to any Agent or any Lender,
          (a) net income taxes and franchise and excise taxes (imposed in lieu of net
          income taxes) imposed on such Agent or Lender, (b) any Taxes imposed on any
          Agent or any Lender as a result of any current or former connection between
          such
          Agent or Lender and the jurisdiction of the Governmental Authority imposing
          such
          tax or any political subdivision or taxing authority thereof or therein
          (other
          than any such connection arising from such Agent or Lender having executed,
          delivered or performed its obligations or received a payment under, or
          having
          been a party to or having enforced, this Agreement or any other Credit
          Document), (c) any U.S. federal withholding tax that is imposed on amounts
          payable to any Lender under the law in effect at the time such Lender becomes
          a
          party to this Agreement; provided that this subclause
          (c) shall not apply to the extent that (x) the indemnity payments or
          additional amounts any Lender would be entitled to receive (without regard
          to
          this subclause (c)) do not exceed the indemnity payment or additional
          amounts that the person making the assignment, participation or transfer
          to such
          Lender would have been entitled to receive in the absence of such assignment
          or
          (y) any Tax is imposed on a Lender in connection with an interest in any
          Loan, Posting Advance or other obligation that such Lender was required to
          acquire pursuant to Section 13.8(a) or that such Lender acquired pursuant
          to Section 13.7 (it being understood and agreed, for the avoidance of
          doubt, that any withholding tax imposed on a Lender as a result of a Change
          in
          Law occurring after the time such Lender became a party to this Agreement
          (or
          designates a new lending office) shall not be an Excluded Tax) and (d)
          any Tax
          to the extent attributable to such Lender’s failure to comply with
Sections 5.4(d) and (e) (in the case of any Non-U.S. Lender)
          or Section 5.4(h) (in the case of a U.S. Lender).
  “**Existing
          Letters of Credit**” shall mean the Letters of Credit listed on
Schedule 1.1(b).
  “**Existing
          Letter of Credit Issuer**” shall mean a Letter of Credit Issuer solely in
          its capacity as an issuer of one or more Existing Letters of
          Credit.
  “**Existing
          Notes**” shall mean:
  ·         the
          portion of the Borrower’s 6.125% Senior Notes due 2008 not
          tendered;
 ·         the
          portion of the Borrower’s 7.000% Senior Notes due 2013 not
          tendered;
 ·         Pollution
          Control Revenue Bonds—Brazos River Authority:
 ·         5.400%
          Fixed Series 1994A due May 1, 2029;
 ·         7.700%
          Fixed Series 1999A due April 1, 2033;
 ·         6.750%
          Fixed Series 1999B due September 1, 2034 (remarketing date April 1,
          2013);
 ·         7.700%
          Fixed Series 1999C due March 1, 2032;
 ·         Floating
          Rate Series 2001A due October 1, 2030;
  -31-
 ·         5.750%
          Fixed Series 2001C due May 1, 2036 (remarketing date November 1,
          2011);
 ·         Floating
          Rate Series 2001D due May 1, 2033;
 ·         Floating
          Rate Taxable Series 2001I due December 1, 2036;
 ·         Floating
          Rate Series 2002A due May 1, 2037;
 ·         6.750%
          Fixed Series 2003A due April 1, 2038 (remarketing date April 1,
          2013);
 ·         6.300%
          Fixed Series 2003B due July 1, 2032;
 ·         6.750%
          Fixed Series 2003C due October 1, 2038;
 ·         5.400%
          Fixed Series 2003D due October 1, 2029 (remarketing date October 1,
          2014);
 ·         5.000%
          Fixed Series 2006 due March 1, 2041;
 ·         Pollution
          Control Revenue Bonds—Sabine River Authority of Texas:
 ·         6.450%
          Fixed Series 2000A due June 1, 2021;
 ·         5.500%
          Fixed Series 2001A due May 1, 2022 (remarketing date November 1,
          2011);
 ·         5.750%
          Fixed Series 2001B due May 1, 2030 (remarketing date November 1,
          2011);
 ·         5.200%
          Fixed Series 2001C due May 1, 2028;
 ·         5.800%
          Fixed Series 2003A due July 1, 2022;
 ·         6.150%
          Fixed Series 2003B due August 1, 2022; and
 ·         Pollution
          Control Revenue Bonds—Trinity River Authority of Texas:
 ·         6.250%
          Fixed Series 2000A due May 1, 2028.
  “**Existing
          Notes Indentures**” shall mean each of the indentures or other documents
          containing the terms of the Existing Notes.
  “**Existing
          Oncor Notes**” shall mean:
  ·         Oncor
          Electric Delivery’s 6.375% Fixed Senior Notes, due 2012;
  ·         Oncor
          Electric Delivery’s 7.000% Fixed Senior Notes, due 2032;
 ·         Oncor
          Electric Delivery’s 6.375% Fixed Senior Notes, due 2015;
 ·         Oncor
          Electric Delivery’s 7.250% Fixed Senior Notes, due 2033; and
  -32-
 ·         Oncor
          Electric Delivery’s 7.000% Fixed Debentures due 2022.
 
 “**Existing
          Parent Notes**” shall mean:
  ·         US
          Holdings’ Floating Rate Junior Subordinated Debentures, Series D, due
          2037;
 ·         US
          Holdings’ 8.175% Fixed Junior Subordinated Debentures, Series E, due
          2037;
 ·         US
          Holdings’ 7.460% Fixed Secured Bonds with amortizing payments to
          2015;
 ·         US
          Holdings’ 7.480% Fixed Secured Bonds with amortizing payments to
          2017;
 ·         US
          Holdings’ 9.580% Fixed Notes due in semi-annual installments to
          2019;
 ·         US
          Holdings’ 8.254% Fixed Notes due in quarterly installments to 2021;
 ·         the
          Parent’s 5.550% Fixed Senior Notes, Series P, due 2014;
 ·         the
          Parent’s 6.500% Fixed Senior Notes, Series Q, due 2024;
 ·         the
          Parent’s 6.550% Fixed Senior Notes, Series R, due 2034;
 ·         the
          Parent’s Floating Convertible Senior Notes, due 2033;
 ·         the
          Parent’s 6.375% Senior Notes, Series C, due 2008; and
 ·         the
          portion of the Parent’s 4.800% Senior Notes, Series O, due 2009 not
          tendered.
 “**Existing
          Parent Notes Indentures**” shall mean each of the indentures or other
          documents containing the terms of the Existing Parent Notes.
  “**Existing
          Tender Offer Notes**” shall mean:
  ·         the
          portion of the Borrower’s 6.125% Senior Notes due 2008 not tendered;
          and
 ·         the
          portion of the Borrower’s 7.000% Senior Notes due 2013 not
          tendered.
 “**Expenses
          Relating to a Unit Outage**” shall mean an amount (which may be negative)
          equal to (x) any expenses or other charges as a result of any outage or
          shut-down of any Unit, including any expenses or charges relating to (a)
          restarting any such Unit so that it may be placed back in service after
          such
          outage or shut-down, (b) purchases of power, natural gas or heat rate to
          meet
          commitments to sell, or offset a short position in, power, natural gas
          or heat
          rate that would otherwise have been met or offset from production generated
          by
          such Unit during the period of such outage or shut-down and (c) starting
          up,
          operating, maintaining and shutting down any other Unit that would not
          otherwise
          have been operating absent such outage or shut-down, including the fuel
          and
          other operating expenses, incurred to start-up, operate, maintain and shut-down
          such Unit and that are required during the period of time that the shut-down
          or
          outaged Unit is out of service in order to meet the commitments of such
          shut-down or outaged Unit to sell, or offset a short position in, power,
          natural
          gas or heat rate less (y) any expenses or
   -33-
  charges
          not in fact incurred (including fuel and other operating expenses) that
          would
          have been incurred absent such outage or shut-down.
  “**Fallback
          Reference Dealers**” shall have the meaning provided in the Commodity
          Definitions.
  “**Fallback
          Reference Price**” shall have the meaning provided in the Commodity
          Definitions.
  “**Federal
          Funds Effective Rate**” shall mean, for any day, the weighted average of
          the *per annum* rates on overnight federal funds transactions with
          members of the Federal Reserve System arranged by federal funds brokers
          on such
          day, as published on the next succeeding Business Day by the Federal Reserve
          Bank of New York; provided that (a) if such day is not a Business
          Day, the Federal Funds Effective Rate for such day shall be such rate on
          such
          transactions on the next preceding Business Day as so published on the
          next
          succeeding Business Day, and (b) if no such rate is so published on such
          next succeeding Business Day, the Federal Funds Effective Rate for such
          day
          shall be the average rate (rounded upward, if necessary, to a whole multiple
          of
          1/100 of 1%) charged to the Administrative Agent on such day on such
          transactions as determined by the Administrative Agent.
  “**Fee
          Letter**” shall mean the amended and restated fee letter, dated July 20,
          2007, as amended, among Texas Energy Future Merger Sub Corp and Citigroup
          Global
          Markets Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities
          (USA) LLC, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A.,
          J.P.
          Morgan Securities Inc., Lehman Brothers Inc., Lehman Brothers Holdings
          Inc.,
          Lehman Commercial Paper Inc., Lehman Brothers Commercial Bank and Morgan
          Stanley
          Senior Funding, Inc.
  “**Fees**”
          shall mean all amounts payable pursuant to, or referred to in, Sections
          4.1, 14.7(b),  14.9(c) and
14.9(d).
  “**Financial
          Officer**” shall mean the Chief Financial Officer, the Treasurer,
          Assistant Treasurer or any other senior financial officer of the
          Borrower.
  “**Fiscal
          Year**” shall have the meaning provided in Section
          9.10.
  “**Foreign
          Asset Sale**” shall have the meaning provided in Section
          5.2(i).
  “**Foreign
          Plan**”****shall mean any employee benefit plan,
          program, policy, arrangement or agreement maintained or contributed to
          by the
          Borrower or any of its Subsidiaries with respect to employees employed
          outside
          the United States.
  “**Foreign
          Recovery Event**” shall have the meaning provided in Section
          5.2(i).
 “**Foreign
            Subsidiary**” shall mean each Subsidiary of the Borrower that is not a
            Domestic Subsidiary.
  “**Fronting
            Fee**” shall have the meaning provided in Section
            4.1(d).
  “**Fund**”
            shall mean any Person (other than a natural person) that is (or will
            be) engaged
            in making, purchasing, holding or otherwise investing in commercial loans
            and
            similar extensions of credit in the ordinary course.
  -34-
 “**Funded
          Debt**” shall mean all indebtedness of the Borrower and the Restricted
          Subsidiaries for borrowed money that matures more than one year from the
          date of
          its creation or matures within one year from such date that is renewable
          or
          extendable, at the option of the Borrower or any Restricted Subsidiary,
          to a
          date more than one year from such date or arises under a revolving credit
          or
          similar agreement that obligates the lender or lenders to extend credit
          during a
          period of more than one year from such date, including all amounts of Funded
          Debt required to be paid or prepaid within one year from the date of its
          creation and, in the case of the Borrower, Indebtedness in respect of the
          Loans
          and the Posting Advances.
  “**GAAP**”
          shall mean generally accepted accounting principles in the United States
          of
          America, as in effect from time to time; provided, however, that
          if the Borrower notifies the Administrative Agent that the Borrower requests
          an
          amendment to any provision hereof to eliminate the effect of any change
          occurring after the Closing Date in GAAP or in the application thereof
          on the
          operation of such provision (or if the Administrative Agent notifies the
          Borrower that the Required Lenders request an amendment to any provision
          hereof
          for such purpose), regardless of whether any such notice is given before
          or
          after such change in GAAP or in the application thereof, then such provision
          shall be interpreted on the basis of GAAP as in effect and applied immediately
          before such change shall have become effective until such notice shall
          have been
          withdrawn or such provision amended in accordance herewith.
  “**Goldman
          Guarantor**” shall mean The Goldman Sachs Group, Inc.
  “**Goldman
          Posting Facility Guaranty**” shall mean the guaranty dated as of the date
          hereof made by the Goldman Guarantor in favor of the Borrower, substantially
          in
          the form of Exhibit N.
  “**Governmental
          Authority**” shall mean any nation, sovereign or government, any state,
          province, territory or other political subdivision thereof, and any entity
          or
          authority exercising executive, legislative, judicial, regulatory or
          administrative functions of or pertaining to government, including a central
          bank, stock exchange, PUCT or ERCOT.
  “**Granting
          Lender**” shall have the meaning provided in Section
          13.6(g).
  “**Guarantee**”
          shall mean the Guarantee made by each Guarantor in favor of the Collateral
          Agent
          for the benefit of the Secured Parties, substantially in the form of Exhibit
          B.
  “**Guarantee
          Obligations**” shall mean, as to any Person, any obligation of such
          Person guaranteeing or intended to guarantee any Indebtedness of any other
          Person (the “**primary obligor**”) in any manner, whether directly
          or indirectly, including any obligation of such Person, whether or not
          contingent, (a) to purchase any such Indebtedness or any property constituting
          direct or indirect security therefor, (b) to advance or supply funds (i)
          for the
          purchase or payment of any such Indebtedness or (ii) to maintain working
          capital
          or equity capital of the primary obligor or otherwise to maintain the net
          worth
          or solvency of the primary obligor, (c) to purchase property, securities or
          services primarily for the purpose of assuring the owner of any such
          Indebtedness of the ability of the primary obligor to make payment of such
          Indebtedness or (d) otherwise to assure or hold harmless the owner of such
          Indebtedness against loss in respect thereof;
provided,**however, that the term “**Guarantee
          Obligations**” shall not include endorsements of instruments for deposit
          or collection in the ordinary course of business or customary and reasonable
          indemnity obligations in effect on the Closing Date or entered into in
          connection with any acquisition or disposition of assets permitted under
          this
          Agreement (other than such obligations with respect to
          Indebtedness).  The amount of any Guarantee Obligation shall be deemed
          to be an amount equal to the stated or determinable amount of the Indebtedness
          in respect of which such Guarantee Obligation is made or, if not stated
          or
          determinable, the maximum reasonably anticipated liability in respect thereof
          (assuming such Person is required to perform thereunder) as determined
          by such
          Person in good faith.
   -35-
   “**Guarantors**”
          shall mean (a) US Holdings, (b) each Domestic Subsidiary (other than
          an Excluded Subsidiary) on the Closing Date and (c) each Domestic
          Subsidiary that becomes a party to the Guarantee on or after the Closing
          Date
          pursuant to Section 9.11 or otherwise.
  “**Hazardous
          Materials**” shall mean (a) any petroleum or petroleum products spilled
          or released into the environment, radioactive materials, friable asbestos,
          urea
          formaldehyde foam insulation, polychlorinated biphenyls, and radon gas;
          (b) any
          chemicals, materials or substances defined as or included in the definition
          of
“hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely
          hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic
          pollutants”, “contaminants”, or “pollutants”, or words of similar import, under
          any applicable Environmental Law; and (c) any other chemical, material
          or
          substance, for which a release into the environment is prohibited, limited
          or
          regulated by any Environmental Law.
  “**Hedge
          Bank**” shall mean any Person (other than US Holdings, the Borrower or
          any other Subsidiary of the Borrower) that either (i) is a party to a
          Commodity Hedging Agreement and a signatory to the Intercreditor Agreement
          or
          (ii) with respect to any other Hedging Agreement (other than a Commodity
          Hedging Agreement) either (x) at the time it enters into a Secured Hedging
          Agreement or (y) on the Closing Date, is a Lender or an Affiliate of a
          Lender,
          in its capacity as a party to a Secured Hedging Agreement.
  “**Hedging
          Agreements**” shall mean (a) any and all rate swap transactions,
          basis swaps, credit derivative transactions, forward rate transactions,
          commodity swaps, commodity options, forward commodity contracts, equity
          or
          equity index swaps or options, bond or bond price or bond index swaps or
          options
          or forward bond or forward bond price or forward bond index transactions,
          interest rate options, forward foreign exchange transactions, cap transactions,
          floor transactions, collar transactions, currency swap transactions,
          cross-currency rate swap transactions, currency options, spot contracts,
          or any
          other similar transactions or any combination of any of the foregoing (including
          any options to enter into any of the foregoing), whether or not any such
          transaction is governed by or subject to any master agreement, (b) any and
          all transactions of any kind, and the related confirmations, which are subject
          to the terms and conditions of, or governed by, any form of master agreement
          published by the International Swaps and Derivatives Association, Inc.,
          any
          International Foreign Exchange Master Agreement or any other master agreement
          (any such master agreement, together with any related schedules, a
“**Master Agreement**”), including any such obligations or
          liabilities under any Master Agreement and (c) physical or financial
          commodity contracts or agreements, power purchase or sale agreements, fuel
          purchase or sale agreements, environmental credit purchase or sale agreements,
          power transmission agreements, commodity transportation agreements, fuel
          storage
          agreements, netting agreements (including Netting Agreements), capacity
          agreements and commercial or trading agreements, each with respect to the
          purchase, sale or exchange of (or the option to purchase, sell or exchange),
          transmission, transportation, storage, distribution, processing,
          sale, lease or hedge of, any Covered Commodity, price or price indices
          for any
          such Covered Commodity or services or any other similar derivative agreements,
          and any other similar agreements.  “**Hedging
            Obligations**” shall mean, with respect to any Person, the obligations of
            such Person under Hedging Agreements.
  “**Historical
            Financial Statements**” shall mean, as of the Closing Date, (a) the
            audited consolidated balance sheets of the Borrower as of December 31,
            2004, December 31, 2005 and December 31, 2006 and the audited
            consolidated statements of income, stockholders’ equity and cash flows of the
            Borrower for each of the fiscal years in the three year period ending
            on
            December 31, 2006 and (b) the unaudited consolidated balance sheets of the
            Borrower for each subsequent fiscal quarter ended at
   -36-
  least
          45 days before the Closing Date and the unaudited consolidated statements
          of
          income, stockholders’ equity and cash flows of the Borrower for each such fiscal
          quarter.
  “**Holdings**”
          shall mean Texas Energy Future Holdings Limited Partnership, a Delaware
          limited
          partnership, and its successors.
  “**Immaterial
          Subsidiary**” shall mean each Subsidiary of the Borrower that is not a
          Material Subsidiary.
  “**Incremental
          Amendment**” shall have the meaning set forth in Section
          2.14(g).
  “**Incremental
          Deposit L/C Loan Commitment**” shall mean, the commitment of any lender
          to make Incremental Deposit L/C Loans of a particular tranche pursuant
          to
Section 2.14(a).
  “**Incremental
          Deposit L/C Loan Facility**” shall mean each tranche of Incremental
          Deposit L/C Loans made pursuant to Section 2.14.
  “**Incremental
          Deposit L/C Loan Maturity Date**” shall mean, with respect to any tranche
          of Incremental Deposit L/C Loans made pursuant to Section 2.14, the final
          maturity date thereof.
  “**Incremental
          Deposit L/C Loans**” shall have the meaning provided in Section
          2.14(a).
  “**Incremental
          Facility Closing Date**” shall have the meaning provided in Section
          2.14(g).
  “**Incremental
          Posting Facility**” shall have the meaning provided in Section
          2.14(a).
  “**Incremental
          Posting Facility Commitment**” shall mean the commitment of any lender to
          provide posting advances under any Incremental Posting Facility.
  “**Incremental
          Posting Facility Maturity Date**” shall mean, with respect to any
          Incremental Posting Facility, the final maturity date thereof.
  “**Incremental
          Revolving Commitment Increase**” shall have the meaning provided in
Section 2.14(a).
  “**Incremental
          Revolving Commitment Increase Lender**” shall have the meaning provided
          in Section 2.14(h).
 “**Incremental
            Term Loan Commitment**” shall mean the commitment of any lender to make
            Incremental Term Loans of a particular tranche pursuant to Section
            2.14(a).
  “**Incremental
            Term Loan Facility**” shall mean each tranche of Incremental Term Loans
            made pursuant to Section 2.14.
  “**Incremental
            Term Loan Maturity Date**” shall mean, with respect to any tranche of
            Incremental Term Loans made pursuant to Section 2.14, the final maturity
            date thereof.
  “**Incremental
            Term Loans**” shall have the meaning provided in Section
            2.14(a).
  -37-
 “**Indebtedness**”
          of any Person shall mean (a) all indebtedness of such Person for borrowed
          money,
          (b) all obligations of such Person evidenced by bonds, debentures, notes,
          loan
          agreements or other similar instruments, (c) the deferred purchase price
          of
          assets or services that in accordance with GAAP would be included as a
          liability
          on the balance sheet of such Person, (d) the face amount of all letters of
          credit issued for the account of such Person and, without duplication,
          all
          drafts drawn thereunder, (e) all Indebtedness of any other Person secured
          by any
          Lien on any property owned by such Person, whether or not such Indebtedness
          has
          been assumed by such Person, (f) the principal component of all Capitalized
          Lease Obligations of such Person, (g) net Hedging Obligations of such
          Person, (h) without duplication, all Guarantee Obligations of such Person
          and
          (i) Disqualified Stock of such Person; provided that Indebtedness shall
          not include (i) trade and other ordinary course payables and accrued
          expenses arising in the ordinary course of business, (ii) deferred or
          prepaid revenue, (iii) purchase price holdbacks in respect of a portion of
          the purchase price of an asset to satisfy warranty or other unperformed
          obligations of the respective seller, (iv) amounts payable by and between
          the
          Parent, US Holdings, the Borrower and any other Subsidiary of the Parent
          in
          connection with retail clawback or other regulatory transition issues and
          (v)
          any Indebtedness defeased by such Person or by any Subsidiary of such
          Person.  The amount of any net Hedging Obligations on any date shall
          be deemed to be the Swap Termination Value.  The amount of
          Indebtedness of any Person for purposes of clause (e) shall be deemed to
          be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness
          and (ii) the fair market value of the property encumbered thereby as determined
          by such Person in good faith.
  “**indemnified
          liabilities**” shall have the meaning provided in Section
          13.5.
  “**Indemnified
          Taxes**” shall mean all Taxes (including Other Taxes) other than (i)
          Excluded Taxes and (ii) any interest, penalties or expenses caused by an
          Agent’s
          or Lender’s gross negligence or willful misconduct.
  “**Initial
          Baseload Assets**” shall mean the assets comprising the following
          generation facilities, each owned by the Borrower and its Restricted
          Subsidiaries on the Closing Date:
 ·
                  Comanche
                      Peak Unit 1 shall mean the approximately 1,150 megawatt (net
                      load) nuclear
                      fueled power generation facility known as “Comanche Peak Unit 1” being
                      operated and owned by Luminant Generation Company LLC in Somervell
                      County
                      and Hood County, Texas;
 ·
                  Comanche
                      Peak Unit 2 shall mean the approximately 1,150 megawatt (net
                      load) nuclear
                      fueled power generation facility known as “Comanche Peak Unit 2” being
                      operated and owned by Luminant Generation Company LLC in Somervell
                      County
                      and Hood County, Texas;
 ·
                  Big
                      Brown Unit 1 shall mean the approximately 575 megawatt (net
                      load)
                      lignite/coal fired power generation facility, excluding mining
                      properties,
                      known as “Big Brown Unit1” being operated and owned by Big Brown Power
                      Company LLC in Freestone County,
                      Texas;
 ·
                  Big
                      Brown Unit 2 shall mean the approximately 575 megawatt (net
                      load)
                      lignite/coal fired power generation facility, excluding mining
                      properties,
                      known as “Big Brown Unit 2” being operated and owned by Big Brown Power
                      Company LLC in Freestone County,
                      Texas;
 ·
                  Monticello
                      Unit 1 shall mean the approximately 565 megawatt (net load)
                      lignite/coal
                      fired power generation facility, excluding mining properties,
                      known as
                      “Monticello Unit 1” being operated and owned by Luminant Generation
                      Company LLC in Titus County, Franklin County and Hopkins County,
                      Texas;
  -38-
  
 ·
                  Monticello
                      Unit 2 shall mean the approximately 565 megawatt (net load)
                      lignite/coal
                      fired power generation facility, excluding mining properties,
                      known as
                      “Monticello Unit 2” being operated and owned by Luminant Generation
                      Company LLC in Titus County, Franklin County and Hopkins County,
                      Texas;
 ·
                  Monticello
                      Unit 3 shall mean the approximately 750 megawatt (net load)
                      lignite/coal
                      fired power generation facility, excluding mining properties,
                      known as
                      “Monticello Unit 3” being operated and owned by Luminant Generation
                      Company LLC in Titus County, Franklin County and Hopkins County,
                      Texas;
 ·
                  Martin
                      Lake Unit 1 shall mean the approximately 750 megawatt (net
                      load)
                      lignite/coal fired power generation facility, excluding mining
                      properties,
                      known as “Martin Lake Unit 1” being operated and owned by Luminant
                      Generation Company LLC in Panola County and Rusk County,
                      Texas;
 ·
                  Martin
                      Lake Unit 2 shall mean the approximately 750 megawatt (net
                      load)
                      lignite/coal fired power generation facility, excluding mining
                      properties,
                      known as “Martin Lake Unit 2” being operated and owned by Luminant
                      Generation Company LLC in Panola County and Rusk County,
                      Texas;
 ·
                  Martin
                      Lake Unit 3 shall mean the approximately 750 megawatt (net
                      load)
                      lignite/coal fired power generation facility, excluding mining
                      properties,
                      known as “Martin Lake Unit 3” being operated and owned by Luminant
                      Generation Company LLC in Panola County and Rusk County,
                      Texas;
 ·
                  Oak
                      Grove Unit 1;
 ·
                  Oak
                      Grove Unit 2;
 ·
                  Sandow
                      Unit 4; and
 ·
                  Sandow
                      Unit 5.
 “**Initial
          Financial Statements Delivery Date**” shall mean the date on which
          Section 9.1 Financials are delivered to the Administrative Agent for the
          first
          full fiscal quarter commencing after the Closing Date.
  “**Initial
          Investors**” shall have the meaning provided in the recitals to the
          Agreement.
  “**Initial
          Posting Advance Amount**” shall have the meaning provided in Section
          14.3(a).
  “**Initial
          Term Loan**” shall mean any Initial Tranche B-1 Term Loan, Initial
          Tranche B-2 Term Loan or Initial Tranche B-3 Term Loan.
  “**Initial
          Term Loan Commitment**” shall mean, with respect to each Lender, such
          Lender’s Initial Tranche B-1 Term Loan Commitment, Initial Tranche B-2 Term Loan
          Commitment or Initial Tranche B-3 Term Loan Commitment.
   -39-
  “**Initial
          Term Loan Facility**” shall have the meaning provided in the recitals to
          this Agreement.
  “**Initial
          Term Loan Lender**” shall mean a Lender with an Initial Term Loan
          Commitment or an outstanding Initial Term Loan.
  “**Initial
          Term Loan Maturity Date**” shall mean the date that is seven years after
          the Closing Date; provided that if such date is not a Business Day, the
“Initial Term Loan Maturity Date” will be the next succeeding Business
          Day.
  “**Initial
          Term Loan Repayment Amount**” shall have the meaning provided in
Section 2.5(b)(i).
  “**Initial
          Term Loan Repayment Date**” shall have the meaning provided in Section
          2.5(b)(i).
  “**Initial
          Tranche B-1 Term Loan**” shall have the meaning provided in Section
          2.1(a)(i).
  “**Initial
          Tranche B-1 Term Loan Commitment**” shall mean, (a) in the case of each
          Lender that is a Lender on the date hereof, the amount set forth opposite
          such
          Lender’s name on Schedule 1.1(a) as such Lender’s “Initial Tranche B-1
          Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender
          after the date hereof, the amount specified as such Lender’s “Initial Tranche
          B-1 Term Loan Commitment” in the Assignment and Acceptance pursuant to which
          such Lender assumed a portion of the Total Initial Term Loan Commitment,
          in each
          case as the same may be changed from time to time pursuant to the terms
          hereof.  The aggregate amount of the Initial B-1 Term Loan Commitments
          as of the Closing Date is $3,450,000,000.
  “**Initial
          Tranche B-1 Term Loan Lender**” shall mean a Lender with an Initial
          Tranche B-1 Term Loan Commitment or an outstanding Initial Tranche B-1
          Term
          Loan.
  “**Initial
          Tranche B-2 Term Loan**” shall have the meaning provided in Section
          2.1(a)(ii).
  “**Initial
          Tranche B-2 Term Loan Commitment**” shall mean, (a) in the case of each
          Lender that is a Lender on the date hereof, the amount set forth opposite
          such
          Lender’s name on Schedule 1.1(a) as such Lender’s “Initial Tranche B-2
          Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender
          after the date hereof, the amount specified as such Lender’s “Initial Tranche
          B-2 Term Loan Commitment” in the Assignment and Acceptance pursuant to which
          such Lender assumed a portion of the Total Initial Term Loan Commitment,
          in each
          case as the same may be changed from time to time pursuant to the terms
          hereof.  The aggregate amount of the Initial B-2 Term Loan Commitments
          as of the Closing Date is $7,000,000,000.
  “**Initial
          Tranche B-2 Term Loan Lender**” shall mean a Lender with an Initial
          Tranche B-2 Term Loan Commitment or an outstanding Initial Tranche B-2
          Term
          Loan.
  “**Initial
          Tranche B-3 Term Loan**” shall have the meaning provided in Section
          2.1(a)(iii).
  “**Initial
          Tranche B-3 Term Loan Commitment**” shall mean, (a) in the case of each
          Lender that is a Lender on the date hereof, the amount set forth opposite
          such
          Lender’s name on Schedule 1.1(a) as such Lender’s “Initial Tranche B-3
          Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender
          after the date hereof, the amount specified as such Lender’s “Initial Tranche
          B-3 Term
          Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender
          assumed a portion of the Total Initial Term Loan Commitment, in each case
          as the
          same may be changed from time to time pursuant to the terms
          hereof.  The aggregate amount of the Initial B-3 Term Loan Commitments
          as of the Closing Date is $6,000,000,000.  “**Initial
            Tranche B-3 Term Loan Lender**” shall mean a Lender with an Initial
            Tranche B-3 Term Loan Commitment or an outstanding Initial Tranche B-3
            Term
            Loan.
  “**Intercreditor
            Agreement**” shall mean the Intercreditor Agreement, dated as of the
            Closing Date, among the Collateral Agent, the Borrower and each Hedge
            Bank party
            to a Commodity
   -40-
  Hedging
          Agreement, whether on the Closing Date or at any time thereafter, substantially
          in the form of Exhibit M.
  “**Interest
          Period**” shall mean, with respect to any Term Loan, Deposit L/C Loan,
          Incremental Deposit L/C Loan or Revolving Credit Loan, the interest period
          applicable thereto, as determined pursuant to
Section 2.9.
  “**Interim
          Computation Date**” shall mean any Business Day, as of which the relevant
          MTM Exposure (based on the Actual MTM Exposure) has increased or decreased
          by
          $25,000,000 or more as compared to the MTM Exposure for the Relevant Prior
          Computation Date.
  “**Investment**”
          shall mean, for any Person:  (a) the acquisition (whether for
          cash, property, services or securities or otherwise) of Stock, Stock
          Equivalents, bonds, notes, debentures, partnership, limited liability company
          membership or other ownership interests or other securities of any other
          Person
          (including any “short sale” or any sale of any securities at a time when such
          securities are not owned by the Person entering into such sale), (b) the
          making of any deposit with, or advance, loan or other extension of credit
          to,
          any other Person (including the purchase of property from another Person
          subject
          to an understanding or agreement, contingent or otherwise, to resell such
          property to such Person) (including any partnership or joint venture),
          (c) the entering into of any guarantee of, or other contingent obligation
          with respect to, Indebtedness; or (d) the purchase or other acquisition (in
          one transaction or a series of transactions) of all or substantially all
          of the
          property and assets or business of another Person or assets constituting
          a
          business unit, line of business or division of such Person; provided
          that, in the event that any Investment is made by the Borrower or any Restricted
          Subsidiary in any Person through substantially concurrent interim transfers
          of
          any amount through one or more other Restricted Subsidiaries, then such
          other
          substantially concurrent interim transfers shall be disregarded for purposes
          of
Section 10.5.
  “**ISP**”
          shall mean, with respect to any Letter of Credit, the “International Standby
          Practices 1998” published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time
          of
          issuance).
  “**Issuer
          Documents**” shall mean with respect to any Letter of Credit, the Letter
          of Credit Request, and any other document, agreement and instrument entered
          into
          by a Letter of Credit Issuer and the Parent, US Holdings, the Borrower
          or any
          Subsidiary of the Parent (other than the Oncor Subsidiaries) or in favor
          of a
          Letter of Credit Issuer and relating to such Letter of Credit.
  “**Joint
          Lead Arrangers and Bookrunners**” shall mean Citigroup Global Markets
          Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P.,
          Morgan
          Stanley Senior Funding, Inc., Lehman Brothers Inc. and Credit Suisse Securities
          (USA) LLC.
  “**JV
          Distribution Amount**” shall mean, at any time, the aggregate amount of
          cash dividends and other cash distributions received by the Borrower or
          any
          Restricted Subsidiary from any Minority
          Investments or any Unrestricted Subsidiary since the Closing Date and prior
          to
          such time and only to the extent that neither the Borrower nor any Restricted
          Subsidiary is under any obligation to repay such amount to such Minority
          Investments or such Unrestricted Subsidiary.  “**KKR**”
            shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR
            Associates, L.P.
  “**L/C
            Obligations**” shall mean the Revolving L/C Obligations and the Deposit
            L/C Obligations.
   -41-
   “**Lender**”
          shall have the meaning provided in the preamble to this Agreement.
  “**Lender
          Default**” shall mean (a) the failure (which has not been cured) of a
          Lender to make available its portion of any Borrowing or to fund its portion
          of
          any Unpaid Drawing under Section 3.4 that it is required to make
          hereunder or (b) a Lender having notified the Administrative Agent (or,
          with
          respect to the Posting Facility, the Posting Agent) and/or the Borrower
          that it
          does not intend to comply with the obligations under Section 2.1(a),
2.1(b), 2.1(c), 2.1(d), 2.1(e)(ii), 3.4 or
14.4, as the case may
          be, or (c) a Lender being deemed insolvent or
          becoming the subject of a bankruptcy or insolvency proceeding.
  “**Letter
          of Credit**” shall mean each Deposit Letter of Credit and each Revolving
          Letter of Credit.
  “**Letter
          of Credit Issuer**” shall mean, with respect to any Deposit Letter of
          Credit, each Deposit Letter of Credit Issuer, and with respect to any Revolving
          Letter of Credit, any Revolving Letter of Credit Issuer.
  “**Letter
          of Credit Request**” shall have the meaning provided in Section
          3.2(a).
  “**Letters
          of Credit Outstanding**” shall mean, at any time, the sum of, without
          duplication, (a) the aggregate Stated Amount of all outstanding Letters
          of
          Credit and (b) the aggregate principal amount of all Unpaid Drawings in
          respect
          of all Letters of Credit.
  “**Level I
          Status**” shall mean, on any date, the circumstance that the Consolidated
          Total Debt to Consolidated EBITDA Ratio is greater than or equal to 6.0
          to 1.00
          as of such date.
  “**Level II
          Status**” shall mean, on any date, the circumstance that Level I
          Status does not exist and the Consolidated Total Debt to Consolidated EBITDA
          Ratio is greater than or equal to 5.0 to 1.00 as of such date.
  “**Level III
          Status**” shall mean, on any date, the circumstance that neither Level I
          Status nor Level II Status exists and the Consolidated Total Debt to
          Consolidated EBITDA Ratio is less than 5.0 to 1.00 as of such date.
  “**LIBOR
          Loan**” shall mean any Term Loan, Deposit L/C Loan, Incremental Deposit
          L/C Loan or Revolving Loan bearing interest at a rate determined by reference
          to
          the LIBOR Rate.
  “**LIBOR
          Rate**” shall mean, for any Interest Period with respect to a LIBOR Loan
          or for any Posting Interest Period with respect to a Posting Advance, as
          applicable, the rate per annum equal to the British Bankers Association
          LIBOR
          Rate (“**BBA LIBOR**”), as published by Reuters (or other
          commercially available source providing quotations of BBA LIBOR as designated
          by
          the Administrative Agent (or, with respect to the Posting Facility, the
          Posting
          Agent) from time to time) at approximately 11:00 a.m., London time, two
          Business Days prior to the commencement of such Interest Period or such
          Posting
          Interest Period, as applicable, for deposits in dollars (for delivery on
          the
          first day of such Interest Period or such Posting Interest Period, as
          applicable) with a term equivalent to such Interest Period or such Posting
          Interest Period, as the case may be.  If such rate is not available at
          such time for any reason, then the “LIBOR Rate” for such Interest Period or such
          Posting Interest Period, as applicable, shall be a rate per annum as may
          be
          agreed upon by the Borrower and the Administrative Agent (or, with respect
          to
          the Posting Facility, the Posting Agent) to be a rate at which deposits
          in
          dollars for delivery on the first day of such Interest Period or such Posting
          Interest Period, as the case may be, in same day funds in the approximate
          amount
          of the LIBOR Loan or the Posting Advance, as applicable, being made, continued
          or
   -42-
  converted
          by the Administrative Agent (or, with respect to the Posting Facility,
          the
          Posting Agent) and with a term equivalent to such Interest Period or Posting
          Interest Period, as applicable, would be offered by the Administrative
          Agent’s
          London Branch (or, with respect to the Posting Facility, the Posting Agent)
          to
          major banks in the applicable London interbank eurodollar market at their
          request at approximately 11:00 a.m. (London time) two Business Days prior
          to the commencement of such Interest Period.
  “**Lien**”
          shall mean any mortgage, pledge, security interest, hypothecation, assignment,
          lien (statutory or other) or similar encumbrance (including any agreement
          to
          give any of the foregoing, any conditional sale or other title retention
          agreement or any lease or license in the nature thereof); provided that
          in no event shall an operating lease be deemed to be a Lien.
  “**Limited
          Notes**” shall have the meaning provided in Section
          10.7(a).
  “**Loan**”
          shall mean any Revolving Credit Loan, Swingline Loan, Term Loan, Deposit
          L/C
          Loan or Incremental Deposit L/C Loan made by any Lender hereunder.
  “**Maintenance
          Fee**” shall have the meaning provided in the Posting Facility Fee
          Letter.
  “**Management
          Investors**” shall mean the directors, management, officers and employees
          of Parent and its Subsidiaries who are or become investors in Holdings,
          any of
          its direct or indirect parent entities or in the Parent at any time prior
          to the
          first anniversary of Closing Date.
  “**Mandatory
          Borrowing**” shall have the meaning provided in Section
          2.1(e)(ii).
  “**Market
          Disruption Event**” shall have the meaning provided in Section7.4(d)(i) of the Commodity Definitions without giving effect
          to
Section 7.5(e) thereof.
  “**Master
          Agreement**” shall have the meaning provided in the definition of the
          term “Hedging Agreement”.
  “**Material
          Adverse Effect**” shall mean any circumstances or conditions affecting
          the business, assets, operations, properties or financial condition of
          the
          Borrower and its Subsidiaries, taken as a whole, that would, individually
          or in
          the aggregate, materially adversely affect (a) the ability of the Borrower
          and the other Credit Parties, taken as a whole, to perform their payment
          obligations under this Agreement or any of the other Credit Documents or
          (b) the rights and remedies of the Administrative Agent, the Posting Agent
          or the Collateral Agent and the Lenders under this Agreement or any of
          the other
          Credit Documents.
  “**Material
          Subsidiary**” shall mean, at any date of determination, each Restricted
          Subsidiary of the Borrower (a) whose total assets (when combined with the
          assets of such Restricted Subsidi provided
   -43-
  the
          revenues of such Restricted Subsidiary’s Subsidiaries, after eliminating
          intercompany obligations) during such Test Period equal to or greater than
          10.0%
          of the consolidated revenues of the Borrower and the Restricted Subsidiaries
          for
          such period, in each case determined in accordance with GAAP, then the
          Borrower
          shall, on the date on which financial statements for such quarter are delivered
          pursuant to this Agreement, designate in writing to the Administrative
          Agent one
          or more of such Restricted Subsidiaries as “Material Subsidiaries” so that such
          condition no longer exists.  It is agreed and understood that no
          Receivables Entity shall be a Material Subsidiary.
  “**Maturity
          Date**” shall mean the Initial Term Loan Maturity Date, the Delayed Draw
          Term Loan Maturity Date, the Deposit L/C Loan Maturity Date, the Revolving
          Credit Maturity Date, any Incremental Term Loan Maturity Date, any Incremental
          Deposit L/C Loan Maturity Date, the Posting Facility Maturity Date and
          any
          Incremental Posting Facility Maturity Date.
  “**Merger**”
          shall have the meaning provided in the recitals to this Agreement.
  “**Merger
          Consideration**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Merger
          Funds**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Merger
          Sub**” shall mean Texas Energy Future Merger Sub Corp., a Texas
          corporation.
  “**Minimum
          Borrowing Amount**” shall mean (a) with respect to a Borrowing of LIBOR
          Loans, $5,000,000 (or, if less, the entire remaining Commitments of any
          applicable Credit Facility at the time of such Borrowing), (b) with respect
          to a Borrowing of ABR Loans, $5,000,000 (or, if less, the entire remaining
          Commitments of any applicable Credit Facility at the time of such Borrowing),
          and (c) with respect to a Borrowing of Swingline Loans, $500,000 (or, if
          less, the entire remaining Swingline Commitment at the time of such
          Borrowing).  It is understood that there shall be no Minimum Borrowing
          Amount with respect to any Borrowing of a Posting Advance.
  “**Minimum
          Equity Amount**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Minority
          Investment**” shall mean any Person (other than a Subsidiary) in which
          the Borrower or any Restricted Subsidiary owns Stock or Stock Equivalents,
          including any joint venture (regardless of form of legal entity).
  “**Moody’s**”
          shall mean Moody’s Investors Service, Inc. or any successor by merger or
          consolidation to its business.
 “**Mortgage**”
            shall mean a mortgage or a deed of trust, deed to secure debt, trust
            deed or
            other security document entered into by the owner of a Mortgaged Property
            and
            the Collateral Agent for the benefit of the Secured Parties in respect
            of that
            Mortgaged Property, substantially in the form of Exhibit C (with such
            changes thereto as may be necessary to account for local law matters)
            or
            otherwise in such form as agreed between the Borrower and the Collateral
            Agent
            or, in the case of any Mortgaged Property located outside the United
            States of
            America, in such form as agreed between the Borrower and the Collateral
            Agent.
  “**Mortgaged
            Property**” shall mean (a) each Closing Date Mortgaged Property and each
            Post-Closing Mortgaged Property and (b) all Real Estate with respect
            to which a
            Mortgage is required to be granted pursuant to Section
            9.14.
  -44-
  “**MTM
          Exposure**” shall mean, for each Computation Date, an amount calculated
          by the Posting Calculation Agent equal to the mark-to-market exposure (i.e.,
          the
          unrealized gain or loss) that a single counterparty in the position of
          the
“fixed price” payor (or an equivalent position) would have on a combined basis
          for all of the Deemed Transactions (inclusive of unpaid settlement amounts,
          but
          not termination amounts) as of such Calculation Date; provided that if
          such single counterparty would be “out-of-the-money” (i.e., would have an
          unrealized loss) on the Deemed Transactions, then the MTM Exposure shall
          equal
          zero.
  “**Multiemployer
          Plan**”****shall mean a plan that is a multiemployer
          plan as defined in Section 4001(a)(3) of ERISA (i) to which any of the
          Borrower,
          any Subsidiary of the Borrower or any ERISA Affiliate is then making or
          has an
          obligation to make contributions or (ii) with respect to which the Borrower,
          any
          Subsidiary of the Borrower or any ERISA Affiliate could incur liability
          pursuant
          to Title IV of ERISA.
  “**Narrative
          Report**” shall mean, with respect to the financial statements for which
          such narrative report is required, a management’s discussion and analysis of the
          financial condition and results of operations of the Borrower and its
          consolidated Subsidiaries for the applicable period to which such financial
          statements relate.
  “**Necessary
          CapEx**” shall mean Capital Expenditures that are required by Applicable
          Law (other than Environmental Law) or otherwise undertaken voluntarily
          for
          health and safety reasons (other than as required by Environmental
          Law).  The term “Necessary CapEx” does not include any Capital
          Expenditure undertaken primarily to increase the efficiency of, expand
          or
          re-power any power generation facility.
  “**Negotiated
          Fallback**” shall have the meaning set forth in Section 7.5(c)(iii) of
          the Commodity Definitions; provided that the word “fifth” shall be
          replaced with the word “third”.
  “**Net
          Cash Proceeds**” shall mean, with respect to any Prepayment Event, (a)
          the gross cash proceeds (including payments from time to time in respect
          of
          installment obligations, if applicable) received by or on behalf of the
          Borrower
          or any Restricted Subsidiary in respect of such Prepayment Event, as the
          case
          may be, less (b) the sum of:
  (i)           the
          amount, if any, of all taxes paid or estimated by the Borrower in good
          faith to
          be payable by the Borrower or any Restricted Subsidiary in connection with
          such
          Prepayment Event,
  (ii)           the
          amount of any reasonable reserve established in accordance with GAAP against
          any
          liabilities (other than any taxes deducted pursuant to clause (i) above)
          (x)
          associated with the assets that are the subject of such Prepayment Event
          and
          (y) retained by the Borrower or any
          Restricted Subsidiary (including any pension and other post-employment
          benefit
          liabilities and liabilities related to environmental matters or against
          any
          indemnification obligations associated with such transaction); provided
          that the amount of any subsequent reduction of such reserve (other than
          in
          connection with a payment in respect of any such liability) shall be deemed
          to
          be Net Cash Proceeds of such Prepayment Event occurring on the date of
          such
          reduction,
  (iii)           the
          amount of any Indebtedness (other than Indebtedness hereunder) secured
          by a Lien
          on the assets that are the subject of such Prepayment Event to the extent
          that
          the instrument creating or evidencing such Indebtedness requires that such
          Indebtedness be repaid upon consummation of such Prepayment Event,
    -45-
  (iv)           in
          the case of any Asset Sale Prepayment Event (other than any Asset Sale
          Prepayment Event pursuant to Section 10.4(m) or Recovery Prepayment
          Event, the amount of any proceeds of such Prepayment Event that the Borrower
          or
          any Restricted Subsidiary has reinvested (or intends to reinvest within
          the
          Reinvestment Period, has entered into an Acceptable Reinvestment Commitment
          prior to the last day of the Reinvestment Period to reinvest or, with respect
          to
          any Recovery Prepayment Event, provided an Acceptable Reinvestment Commitment
          or
          a Restoration Certification prior to the last day of the Reinvestment Period)
          in
          the business of the Borrower or any Restricted Subsidiary (subject to Section
          9.15), including for the repair, restoration or replacement of an asset
          or
          assets subject to a Recovery Prepayment Event; provided that any portion
          of such proceeds that has not been so reinvested within such Reinvestment
          Period
          (with respect to such Prepayment Event, the “**Deferred Net Cash
          Proceeds**”) shall, unless the Borrower or any Restricted Subsidiary has
          entered into an Acceptable Reinvestment Commitment or provided a Restoration
          Certification prior to the last day of such Reinvestment Period to reinvest
          such
          proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment
          Event or Recovery Prepayment Event occurring on the last day of such
          Reinvestment Period or, if later, 180 days after the date the Borrower
          or such
          Restricted Subsidiary has entered into such Acceptable Reinvestment Commitment
          or provided such Restoration Certification, as applicable (such last day
          or
          180th day,
          as
          applicable, the “**Deferred Net Cash Proceeds Payment Date**”), and
          (y) be applied to the repayment of Term Loans in accordance with Section
          5.2(a)(i),
  (v)           in
          the case of any Asset Sale Prepayment Event with respect to Baseload
          Assets  pursuant to Section 10.4(m), the amount of any proceeds
          of such Asset Sale Prepayment Event that the Borrower or any Restricted
          Subsidiary has reinvested (or intends to reinvest within the Reinvestment
          Period
          or has entered into an Acceptable Reinvestment Commitment prior to the
          last day
          of the Reinvestment Period to reinvest) in other Baseload Assets;
provided that any Deferred Net Cash Proceeds with respect to such Asset
          Sale Prepayment Event shall, unless the Borrower or any Restricted Subsidiary
          has entered into an Acceptable Reinvestment Commitment prior to the last
          day of
          such Reinvestment Period to reinvest such proceeds, (x) be deemed to be
          Net Cash
          Proceeds of an Asset Sale Prepayment Event occurring on the Deferred Net
          Cash
          Proceeds Payment Date and (y) be applied to the repayment of Term Loans
          in
          accordance with Section 5.2(a)(i),
  (vi)           in
          the case of any Asset Sale Prepayment Event or Recovery Prepayment Event
          by a
          non-Wholly Owned Restricted Subsidiary, the *pro rata* portion of the Net
          Cash Proceeds thereof (calculated without regard to this clause (vi))
          attributable to minority interests and not available for distribution to
          or for
          the account of the Borrower or a Wholly Owned Restricted Subsidiary as
          a result
          thereof, and
 (vii)           reasonable
            and customary fees, commissions, expenses (including attorney’s fees, investment
            banking fees, survey costs, title insurance premiums and recording charges,
            transfer taxes, deed or mortgage recording taxes and other customary
            expenses
            and brokerage, consultant and other customary fees), issuance costs,
            discounts
            and other costs paid by the Borrower or any Restricted Subsidiary, as
            applicable, in connection with such Prepayment Event, in each case only
            to the
            extent not already deducted in arriving at the amount referred to in
            clause (a) above.
  “**Netting
            Agreement**” shall mean a netting agreement, master netting agreement or
            other similar document having the same effect as a netting agreement
            or master
            netting agreement and, as applicable, any collateral annex, security
            agreement
            or other similar document related to any master netting agreement or
            Permitted
            Contract.
  -46-
 “**New
          Build Program**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Non-Consenting
          Lender**” shall have the meaning provided in Section
          13.7(b).
  “**Non-Defaulting
          Lender**” shall mean and include each Lender other than a Defaulting
          Lender.
  “**Non-Extension
          Notice Date**” shall have the meaning provided in
Section 3.2(b).
  “**Non-U.S.
          Lender**” shall mean any Agent or Lender that is not, for United States
          federal income tax purposes, (a) an individual who is a citizen or resident
          of the United States, (b) a corporation, partnership or entity treated as a
          corporation or partnership created or organized in or under the laws of
          the
          United States, or any political subdivision thereof, (c) an estate whose
          income is subject to U.S. federal income taxation regardless of its source
          or
          (d) a trust if a court within the United States is able to exercise primary
          supervision over the administration of such trust and one or more United
          States
          persons have the authority to control all substantial decisions of such
          trust or
          a trust that has a valid election in effect under applicable U.S. Treasury
          regulations to be treated as a United States person.
  “**Notice
          of Borrowing**” shall mean a request of the Borrower in accordance with
          the terms of Section 2.3 and substantially in the form of
Exhibit A or such other form as shall be approved by the
          Administrative Agent (acting reasonably).
  “**Notice
          of Conversion or Continuation**” shall have the meaning provided in
Section 2.6.
  “**NYMEX**”
          shall mean the New York Mercantile Exchange or any successor by merger
          or
          consolidation to its business.
  “**Oak
          Grove Unit 1**” shall mean the approximately 817 megawatt (net load),
          lignite coal-fired, power generation facility, known as “Oak Grove Unit 1”,
          being developed by Oak Grove Management Company LLC in Robertson County,
          Texas.
  “**Oak
          Grove Unit 2**” shall mean the approximately 837 megawatt (net load),
          lignite coal-fired, power generation facility, known as “Oak Grove Unit 2”,
          being developed by Oak Grove Management Company LLC in Robertson County,
          Texas.
  “**Oak
          Grove Unit 1 Deemed Completion Date**” shall have the meaning provided in
          the definition of Consolidated EBITDA.
 “**Oak
            Grove Unit 2 Deemed Completion Date**” shall have the meaning provided in
            the definition of Consolidated EBITDA.
  “**Obligations**”
            shall mean all advances to, and debts, liabilities, obligations, covenants
            and
            duties of, any Credit Party arising under any Credit Document or otherwise
            with
            respect to any Loan, Posting Advance or Letter of Credit or under any
            Secured
            Cash Management Agreement, Secured Commodity Hedging Agreement or Secured
            Hedging Agreement, in each case, entered into with US Holdings, the Borrower
            or
            any Restricted Subsidiary, whether direct or indirect (including those
            acquired
            by assumption), absolute or contingent, due or to become due, now existing
            or
            hereafter arising and including interest and fees that accrue after the
            commencement by or against any Credit Party of any proceeding under any
            bankruptcy or insolvency law naming such Person as the debtor in such
            proceeding, regardless of whether such interest and fees are allowed
            claims in
            such proceeding.  Without limiting the generality
  -47-
 of
          the foregoing, the Obligations of the Credit Parties under the Credit Documents
          (and any of their Restricted Subsidiaries to the extent they have obligations
          under the Credit Documents) include the obligation (including guarantee
          obligations) to pay principal, interest, charges, expenses, fees, attorney
          costs, indemnities and other amounts payable by any Credit Party under
          any
          Credit Document.
  “**Oncor
          Credit Facility**” shall mean the revolving credit agreement, dated as of
          the date hereof, among Oncor, the lenders from time to time party thereto,
          JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as
          syndication agent, and J.P. Morgan Securities Inc., Citigroup Global Markets
          Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Credit Partners
          L.P.,
          Lehman Brothers Inc. and Morgan Stanley Senior Funding, Inc., as joint
          lead
          arrangers and bookrunners.
  “**Oncor**”
          shall mean Oncor Electric Delivery Company LLC, a Delaware limited liability
          company.
  “**Oncor
          Subsidiaries**” shall mean the Subsidiaries of Energy Future Intermediate
          Holding Company LLC, a Delaware limited liability company.
  “**Organizational
          Documents**” shall mean, (a) with respect to any corporation, the
          certificate or articles of incorporation and the bylaws (or equivalent
          or
          comparable constitutive documents with respect to any non-U.S. jurisdiction),
          (b) with respect to any limited liability company, the certificate or articles
          of formation or organization and operating agreement and (c) with respect
          to any
          partnership, joint venture, trust or other form of business entity, the
          partnership, joint venture or other applicable agreement of formation or
          organization and, if applicable, any agreement, instrument, filing or notice
          with respect thereto filed in connection with its formation or organization
          with
          the applicable Governmental Authority in the jurisdiction of its formation
          or
          organization and, if applicable, any certificate or articles of formation
          or
          organization of such entity.
  “**Other
          Taxes**” shall mean any and all present or future stamp, registration,
          documentary or any other excise, property or similar taxes (including interest,
          fines, penalties, additions to tax and related expenses with regard thereto)
          arising from any payment made or required to be made under this Agreement
          or any
          other Credit Document or from the execution or delivery of, registration
          or
          enforcement of, consummation or administration of, or otherwise with respect
          to,
          this Agreement or any other Credit Document.
  “**Overnight
          Rate**” shall mean, for any day, the greater of (a) the Federal Funds
          Effective Rate and (b) an overnight rate determined by the Administrative
          Agent,
          the Revolving Letter of Credit Issuer, the Deposit Letter of Credit Issuer
          or
          the Swingline Lender, as the case may be, in accordance with banking industry
          rules on interbank compensation.
  “**Parent**”
          shall mean TXU Corp., a Texas corporation.
  **“Parent
          Senior Documents”** shall mean either (a) the Parent Senior Exchange
          Notes Documents or (b) the Parent Senior Interim Loan Documents, as the
          case may
          be.
  “**Parent
          Senior Exchange Notes**” shall mean senior unsecured exchange notes due
          2017, to be issued in connection with the refinancing of the Parent Senior
          Interim Loans or the exchange of the Parent Senior Term Loans under the
          Parent
          Senior Exchange Notes Indenture, in aggregate principal amount of up to
          $4,500,000,000 (less the amount of any Parent Senior Interim Loans or
          Borrower Senior Term Loans that remain outstanding after the issuance of
          the
          Parent Senior Exchange Notes), together with interest (including any “PIK”
interest amount), fees and all other amounts payable in connection
          therewith.
   -48-
 “**Parent
          Senior Exchange Notes Documents**” shall mean the Parent Senior Exchange
          Notes Indenture and other credit documents referred to therein.
  “**Parent
          Senior Exchange Notes Indenture**” shall mean the indenture to be entered
          into in connection with the refinancing of the Parent Senior Interim Loans
          or
          the exchange of the Parent Senior Term Loans, among the Parent, the guarantors
          party thereto and a trustee, pursuant to which the Parent Senior Exchange
          Notes
          shall be issued.
  “**Parent
          Senior Facility**” shall mean either (a) the Parent Senior Exchange
          Notes, (b) the Parent Senior Interim Loans or (c) the Parent Senior Term
          Loans,
          as the case may be.
  “**Parent
          Senior Interim Loan Agreement**” shall mean the senior unsecured interim
          loan agreement, dated as of the date hereof by and among the Parent, the
          lenders
          from time to time parties thereto, Morgan Stanley Senior Funding, Inc.,
          as
          administrative agent, Goldman Sachs Credit Partners L.P., as syndication
          agent,
          and Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding,
          Inc.,
          Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, JP Morgan
          Securities Inc., and Lehman Brothers Inc., as joint lead arrangers and
          bookrunners.
  “**Parent
          Senior Interim Loan Documents**” shall mean the Parent Senior Interim
          Loan Agreement and the other credit documents referred to therein.
  “**Parent
          Senior Interim Loans**” shall have the meaning provided in the recitals
          to this Agreement.
  “**Parent****Senior
          Term Loans**” shall mean the “Senior Term Loans”, as defined in the
          Parent Senior Interim Loan Agreement.
  “**Participant**”
          shall have the meaning provided in Section 13.6(c)(i).
  “**Participant
          Register**” shall have the meaning provided in Section
          13.6(c)(iii).
  “**Participating
          Receivables Grantor**” shall mean the Borrower or any Restricted
          Subsidiary that is or that becomes a participant or originator in a Permitted
          Receivables Financing.
  “**Patriot
          Act**” shall have the meaning provided in Section
          13.18.
 “**Payment
            Instructions**” shall mean standing instructions or *ad hoc*instructions provided by the Borrower to the Posting
            Agent and approved by
            the Posting Agent (such approval not to be unreasonably withheld, conditioned
            or
            delayed).
  “**PBGC**”
            shall mean the Pension Benefit Guaranty Corporation established pursuant
            to
            Section 4002 of ERISA, or any successor thereto.
  “**PE
            Repaid Tranche B-3 Loans**” shall have the meaning provided in Section
            5.2(a)(i)(B).
  “**Pension
            Act**” shall mean the Pension Protection Act of 2006, as it presently
            exists or as it may be amended from time to time.
  “**Perfection
            Certificate**” shall mean a certificate of the Borrower in the form of
Exhibit D or any other form approved by the Administrative
            Agent.
  -49-
 “**Permitted
          Acquisition**” shall mean the acquisition, by merger or otherwise, by the
          Borrower or any Restricted Subsidiary of assets (including assets constituting
          a
          business unit, line of business or division) or Stock or Stock Equivalents,
          so
          long as (a) such acquisition and all transactions related thereto shall be
          consummated in accordance with Applicable Law, (b) if such acquisition
          involves any Stock or Stock Equivalents, such acquisition shall result
          in the
          issuer of such Stock or Stock Equivalents and its Subsidiaries becoming
          a
          Restricted Subsidiary and a Subsidiary Guarantor, to the extent required
          by
Section 9.11, (c) such acquisition shall result in the
          Collateral Agent, for the benefit of the applicable Secured Parties, being
          granted a security interest in any Stock, Stock Equivalent or any assets
          so
          acquired, to the extent required by Sections 9.11, 9.12 and/or
9.14, (d) after giving effect to such acquisition, the Borrower
          and
          the Restricted Subsidiaries shall be in compliance with Section 9.15,
          (e) both before and after giving effect to such acquisition, no Default or
          Event of Default shall have occurred and be continuing and (f) the Borrower
          shall be in compliance, on a Pro Forma Basis, after giving effect to such
          acquisition (including any Indebtedness assumed or permitted to exist or
          incurred pursuant to Section 10.1, and any related Pro Forma Adjustment),
          with the covenant set forth in Section 10.9.
  “**Permitted
          Additional Debt**” shall mean unsecured Indebtedness issued by the
          Borrower or any other Guarantor, (a) the terms of which (i) do
          not provide for any scheduled repayment, mandatory redemption or sinking
          fund
          obligation prior to the latest Maturity Date hereunder (other than customary
          offers to purchase upon a change of control, asset sale or casualty or
          condemnation event and customary acceleration rights after an event of
          default)
          and (ii) to the extent the same are subordinated, provide for customary
          subordination to the Obligations under the Credit Documents, (b) the
          covenants, events of default, guarantees and other terms of which (other
          than
          interest rate and redemption premiums), taken as a whole, are not more
          restrictive to the Borrower and the Restricted Subsidiaries than those
          herein
          (or to the extent such Permitted Additional Debt constitutes refinancing
          Indebtedness of the Borrower Senior Facility, those applicable to the Borrower
          Senior Facility being so refinanced); provided that a certificate of an
          Authorized Officer of the Borrower is delivered to the Administrative Agent
          at
          least five Business Days (or such shorter period as the Administrative
          Agent may
          reasonably agree) prior to the incurrence of such Indebtedness, together
          with a
          reasonably detailed description of the material terms and conditions of
          such
          Indebtedness or drafts of the documentation relating thereto, stating that
          the
          Borrower has determined in good faith that such terms and conditions satisfy
          the
          foregoing requirement shall be conclusive evidence that such terms and
          conditions satisfy the foregoing requirement unless the Administrative
          Agent
          notifies the Borrower within such period that it disagrees with such
          determination (including a reasonable description of the basis upon which
          it
          disagrees) and (c) of which no Subsidiary of the Borrower (other than a
          Guarantor or any guarantor of the Indebtedness being refinanced by such
          Permitted Additional Debt, if applicable) is an obligor.
  “**Permitted
          Contract**” shall have the meaning provided in Section
          10.2(bb).
  “**Permitted
          Holders**” shall mean the Sponsors and the Management
          Investors
  “**Permitted
          Investments**” shall mean:
  (a)           securities
          issued or unconditionally guaranteed by the United States government or
          any
          agency or instrumentality thereof, in each case having maturities and/or
          reset
          dates of not more than 24 months from the date of acquisition
          thereof;
  (b)           securities
          issued by any state of the United States of America or any political subdivision
          of any such state or any public instrumentality thereof or any political
          subdivision of any such state or any public instrumentality thereof having
          maturities of not more than 24 months from the date of acquisition thereof
          and,
          at the time of acquisition, having an investment grade  -50-
 rating
          generally obtainable from either S&P or Moody’s (or, if at any time neither
          S&P nor Moody’s shall be rating such obligations, then from another
          nationally recognized rating service);
  (c)           commercial
          paper or variable or fixed rate notes maturing no more than 12 months after
          the date of creation thereof and, at the time of acquisition, having a
          rating of
          at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither
          S&P nor Moody’s shall be rating such obligations, an equivalent rating from
          another nationally recognized rating service);
  (d)           time
          deposits with, or domestic and LIBOR certificates of deposit or bankers’
acceptances maturing no more than two years after the date of acquisition
          thereof issued by, any Lender or any other bank having combined capital
          and
          surplus of not less than $500,000,000 in the case of domestic banks and
          $100,000,000 (or the dollar equivalent thereof) in the case of foreign
          banks;
  (e)           repurchase
          agreements with a term of not more than 90 days for underlying securities
          of the type described in clauses (a), (b) and (d) above
          entered into with any bank meeting the qualifications specified in clause
          (d) above or securities dealers of recognized national
          standing;
  (f)           marketable
          short-term money market and similar funds (x) either having assets in excess
          of
          $500,000,000 or (y) having a rating of at least A-2 or P-2 from either
          S&P
          or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
          obligations, an equivalent rating from another nationally recognized rating
          service);
  (g)           shares
          of investment companies that are registered under the Investment Company
          Act of
          1940 and substantially all the investments of which are one or more of
          the types
          of securities described in clauses (a) through (f) above;
          and
  (h)           in
          the case of Investments by any Restricted Foreign Subsidiary or Investments
          made
          in a country outside the United States of America, other customarily utilized
          high-quality Investments in the country where such Restricted Foreign Subsidiary
          is located or in which such Investment is made.
 “**Permitted
            Liens**” shall mean:
  (a)           Liens
            for taxes, assessments or governmental charges or claims not yet delinquent
            or
            that are being contested in good faith and by appropriate proceedings
            for which
            appropriate reserves have been established to the extent required by
            and in
            accordance with GAAP;
  (b)           Liens
            in respect of property or assets of the Borrower or any Subsidiary of
            the
            Borrower imposed by Applicable Law, such as carriers’, warehousemen’s and
            mechanics’ Liens and other similar Liens, arising in the ordinary course of
            business or in connection with the construction or restoration of facilities
            for
            the generation, transmission or distribution of electricity, in each
            case so
            long as such Liens arise in the ordinary course of business and do not
            individually or in the aggregate have a Material Adverse Effect;
  (c)           Liens
            arising from judgments or decrees in circumstances not constituting an
            Event of
            Default under Section 11.11;
  -51-
 (d)           Liens
          incurred or deposits made in connection with workers’ compensation, unemployment
          insurance and other types of social security or similar legislation, or
          to
          secure the performance of tenders, statutory obligations, trade contracts
          (other
          than for payment of money), leases, statutory obligations, surety, stay,
          customs
          and appeal bonds, bids, leases, government contracts, performance and
          return-of-money bonds and other similar obligations, in each case incurred
          in
          the ordinary course of business (including in connection with the construction
          or restoration of facilities for the generation, transmission or distribution
          of
          electricity) or otherwise constituting Investments permitted by Section
          10.5;
  (e)           ground
          leases or subleases, licenses or sublicenses in respect of real property
          on
          which facilities owned or leased by the Borrower or any of the Subsidiaries
          of
          the Borrower are located;
  (f)           easements,
          rights-of-way, licenses, reservations, servitudes, permits, conditions,
          covenants, rights of others, restrictions (including zoning restrictions),
          oil,
          gas and other mineral interests, royalty interests and leases, minor defects,
          exceptions or irregularities in title or survey, encroachments, protrusions
          and
          other similar charges or encumbrances (including those to secure health,
          safety
          and environmental obligations), which do not interfere in any material
          respect
          with the business of the Borrower and the Subsidiaries of the Borrower,
          taken as
          a whole;
  (g)           any
          exception on the title policies issued in connection with any Mortgaged
          Property;
  (h)           any
          interest or title of a lessor, sublessor, licensor, sublicensor or grantor
          of an
          easement or secured by a lessor’s, sublessor’s, licensor’s, sublicensor’s
          interest or grantor of an easement under any lease, sublease, license,
          sublicense or easement to be entered into by the Borrower or any Restricted
          Subsidiary of the Borrower as lessee, sublessee, licensee, grantee or
          sublicensee to the extent permitted by this Agreement;
  (i)           Liens
          in favor of customs and revenue authorities arising as a matter of law
          to secure
          payment of customs duties in connection with the importation of
          goods;
  (j)           Liens
          on goods or inventory the purchase, shipment or storage price of which
          is
          financed by a documentary letter of credit or banker’s acceptance issued or
          created for the account of the Borrower or any Subsidiary of the Borrower;
          provided that such Lien secures only the
          obligations of the Borrower or such Subsidiary in respect of such letter
          of
          credit or banker’s acceptance to the extent permitted under Section
          10.1;
 
 (k)           leases,
          licenses, subleases or sublicenses granted to others not interfering in
          any
          material respect with the business of the Borrower and the Subsidiaries
          of the
          Borrower, taken as a whole;
  (l)           Liens
          arising from precautionary Uniform Commercial Code financing statement
          or
          similar filings made in respect of operating leases entered into by the
          Borrower
          or any Subsidiary of the Borrower;
  (m)           Liens
          created in the ordinary course of business in favor of banks and other
          financial
          institutions over credit balances of any bank accounts of the Borrower
          and the
          Subsidiaries held at such banks or financial institutions, as the case
          may be,
          to facilitate the operation of cash pooling and/or interest set-off arrangements
          in respect of such bank accounts in the ordinary course of
          business;
    -52-
  (n)           Liens
          arising under Section 9.343 of the Texas Uniform Commercial Code or similar
          statutes of states other than Texas;
  (o)           Liens
          on accounts receivable, other Receivables Facility Assets, or accounts
          into
          which collections or proceeds of Receivables Facility Assets are deposited,
          in
          each case arising in connection with a Permitted Receivables
          Financing;
  (p)           any
          zoning, land use, environmental or similar law or right reserved to or
          vested in
          any Governmental Authority to control or regulate the use of any real property
          that does not materially interfere with the ordinary conduct of the business
          of
          the Borrower and the Subsidiaries of the Borrower, taken as a
          whole;
  (q)           any
          Lien arising by reason of deposits with or giving of any form of security
          to any
          Governmental Authority for any purpose at any time as required by Applicable
          Law
          as a condition to the transaction of any business or the exercise of any
          privilege or license, or to enable the Borrower or any Subsidiary to maintain
          self-insurance or to participate in any fund for liability on any insurance
          risks;
  (r)           Liens,
          restrictions, regulations, easements, exceptions or reservations of any
          Governmental Authority applying to nuclear fuel;
  (s)           rights
          reserved to or vested in any Governmental Authority by the terms of any
          right,
          power, franchise, grant, license or permit, or by any provision of Applicable
          Law, to terminate or modify 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;
  (t)           Liens
          arising under any obligations or duties affecting any of the property,
          the
          Borrower or any Restricted Subsidiary to any Governmental Authority with
          respect
          to any franchise, grant, license or permit which do not materially impair
          the
          use of such property for the purposes for which it is held;
  (u)           rights
          reserved to or vested in any Governmental Authority to use, control or
          regulate
          any property of such person, which do not materially impair the use of
          such
          property for the purposes for which it is held;
 (v)           any
            obligations or duties, affecting the property of US Holdings, the Borrower
            or
            any Restricted Subsidiary, to any Governmental Authority with respect
            to any
            franchise, grant, license or permit; and
  (w)           a
            set-off or netting rights granted by the Borrower or any Subsidiary of
            the
            Borrower pursuant to any Hedging Agreements, Netting Agreements or Permitted
            Contracts solely in respect of amounts owing under such agreements.
  “**Permitted
            Receivables Financing**” shall mean any of one or more receivables
            financing programs as amended, supplemented, modified, extended, renewed,
            restated or refunded from time to time, the obligations of which are
            non-recourse (except for customary representations, warranties, covenants
            and
            indemnities and other customary forms of support, in each case made in
            connection with such facilities) to the Borrower and the Restricted Subsidiaries
            (other than a Receivables Entity) providing for the sale, conveyance,
            or
            contribution to capital of Receivables Facility Assets by Participating
            Receivables Grantors in transactions purporting to be sales of Receivables
            Facility Assets to either (a) a Person that is not a Restricted Subsidiary
            or
            (b) a Receivables Entity that in turn funds such purchase by the direct
  -53-
 or
          indirect sale, transfer, conveyance, pledge, or grant of participation
          or other
          interest in such Receivables Facility Assets to a Person that is not a
          Restricted Subsidiary.  The transactions contemplated by the Existing
          Securitization Documentation (as defined in the Security Agreement) shall
          be
          deemed to be a Permitted Receivables Financing.
  “**Permitted
          Sale Leaseback**” shall mean any Sale Leaseback existing on the Closing
          Date or consummated by the Borrower or any Restricted Subsidiary after
          the
          Closing Date; provided that any such Sale Leaseback consummated after the
          Closing Date not between (a) a Credit Party and another Credit Party or
          (b) a Restricted Subsidiary that is not a Credit Party and another
          Restricted Subsidiary that is not a Credit Party is consummated for fair
          value
          as determined at the time of consummation in good faith by (i) the Borrower
          or such Restricted Subsidiary and (ii) in the case of any Sale Leaseback
          (or series of related Sales Leasebacks) the aggregate proceeds of which
          exceed
          $100,000,000, the board of directors of the Borrower or such Restricted
          Subsidiary (which such determination may take into account any retained
          interest
          or other Investment of the Borrower or such Restricted Subsidiary in connection
          with, and any other material economic terms of, such Sale
          Leaseback).
  “**Person**”
          shall mean any individual, partnership, joint venture, firm, corporation,
          limited liability company, association, trust or other enterprise or any
          Governmental Authority.
  “**PIK
          Interest Amount**” shall mean the aggregate principal amount of all
          increases in outstanding principal amount of any Borrower Senior Facility
          (or
          any Refinanced Bridge Indebtedness), including any issuances of PIK Notes
          (as
          defined in each of the Senior Exchange Note Indenture or any similar document,
          including any Refinanced Bridge Indebtedness Documentation) in connection
          with
          an election by the Borrower to pay interest on any Borrower Senior Facility
          (or
          any Refinanced Bridge Indebtedness) in kind.
  “**Plan**”
          shall mean an employee pension benefit plan (other than a Multiemployer
          Plan)
          -which is covered by Title IV of ERISA or subject to the minimum funding
          standards under Section 412 of the Code or Section 302 of ERISA and is
          maintained or contributed to by the Borrower, any Subsidiary or ERISA Affiliate
          or with respect to which the Borrower or any Subsidiary could incur liability
          pursuant to Title IV of ERISA.
  “**Platform**”
          shall have the meaning provided in Section 13.17(c).
 “**Pledge
            Agreement**” shall mean (a) the Pledge Agreement, entered into by the
            Credit Parties party thereto and the Collateral Agent for the benefit
            of the
            Secured Parties, substantially in the form of Exhibit E on the
            Closing Date, and (b) any other Pledge Agreement with respect to any
            or all of
            the Obligations delivered pursuant to Section 9.12.
  “**Post-Acquisition
            Period**” shall mean, with respect to any Specified Transaction, the
            period beginning on the date such Specified Transaction is consummated
            and
            ending on the last day of the sixth full consecutive fiscal quarter immediately
            following the date on which such Specified Transaction is
            consummated.
  “**Post-Closing
            Mortgaged Property**” shall mean each Mortgaged Property designated as a
“Post-Closing Mortgaged Property” on Schedule 1.1(c).
  “**Posting
            Advance**” shall mean each advance under the Posting Facility made by
            each Posting Lender pursuant to
Section14.4.
  “**Posting
            Advance Amount**” shall have the meaning provided in Section
            14.3(b).
  -54-
 “**Posting
          Advance Date**” shall mean (a) the Closing Date and (b) the first
          Business Day following each Computation Date as to which a Posting Advance
          Amount is determined pursuant to Section 14.3(b).
  “**Posting
          Advances Outstanding**” shall mean, with respect to any Posting Lender,
          on any date of determination, an amount equal to the aggregate principal
          amount
          of all outstanding Posting Advances made by such Posting Lender.
  “**Posting
          Agent**” shall mean Goldman Sachs Credit Partners, L.P., as the
          administrative agent with respect to the Posting Facility for the Posting
          Lenders under this Agreement and the other Credit Documents, or any successor
          posting agent pursuant to Section 12.
  “**Posting
          Calculation Agent**” shall mean J. Aron & Company, as the calculation
          agent with respect to the Posting Facility for the Borrower and the Posting
          Lenders under this Agreement and the other Credit Documents, or any successor
          calculation agent pursuant to Section 12.
  “**Posting
          Commitment**” shall mean, (a) with respect to each Lender that is a
          Lender on the date hereof, the percentage of the Actual MTM Exposure (the
          “**Posting Percentage**”) set forth opposite such Lender’s name on
Schedule 1.1 (a) as such Lender’s “Posting Commitment”, and (b) in the
          case of any Lender that becomes a Lender after the date hereof, the percentage
          of the Actual MTM Exposure specified as such Lender’s “Posting Commitment” in
          the Assignment and Acceptance pursuant to which such Lender assumed a portion
          of
          the Total Posting Commitment.
  “**Posting
          Documentation Agent**” shall mean Goldman Sachs Credit Partners L.P., in
          such capacity.
  “**Posting
          Facility**” shall have the meaning provided in the recitals to this
          Agreement.
  “**Posting
          Facility Fee Letter**” shall mean the fee letter with respect to the
          Posting Facility, dated as of the date hereof, among the Borrower, Goldman
          Sachs
          Credit Partners, L.P. and J. Aron & Company.
  “**Posting
          Facility Maturity Date**” shall mean December 31, 2012.
 “**Posting
            Facility Termination Date**” shall mean the earlier to occur of (a) the
            Posting Facility Maturity Date and (b) the date on which the Posting
            Commitments
            shall have terminated and no Posting Advances shall be outstanding.
  “**Posting
            Interest Period**” shall mean (a) initially, the period commencing on
            (and including) the Closing Date to (but excluding) the first Weekly
            Interest
            Payment Date following the Closing Date and (b) thereafter, each period
            commencing on (and including) a Weekly Interest Payment Date to (but
            excluding)
            the next Weekly Interest Payment Date.
  “**Posting
            Lead Arranger and Bookrunner**” shall mean Goldman Sachs Credit Partners
            L.P., in such capacity.
  “**Posting
            Lender**” shall mean each Lender with a Posting Commitment at such
            time.
  “**Posting
            Percentage**” shall have the meaning provided in the definition of
“Posting Commitment”.
  “**Posting
            Repayment Amount**” shall have the meaning provided in Section
            14.3(b).
  -55-
 “**Posting
          Repayment Date**” shall mean the second Business Day following each
          Computation Date as to which a Posting Repayment Amount is determined pursuant
          to Section 14.3(b); provided that, with respect to any such
          Computation Date, if the Borrower requests in writing (which may be via
          email at
          the address of the Posting Agent set forth on Schedule 13.2) to pay any
          such Posting Repayment Amount on the first Business Day following such
          Computation Date and such request is given to the Posting Agent by 11:00
          a.m.
          (New York time) on such first Business Day, then the Posting Repayment
          Date
          shall be such first Business Day following such Computation Date.
  “**Posting
          Syndication Agent**” shall mean Goldman Sachs Credit Partners L.P., in
          such capacity.
  “**Postponement**”
          shall have the meaning set forth in the Commodity Definitions with two
          Commodity
          Business Days as the Maximum Days of Disruption (as each such term is defined
          in
          the Commodity Definitions).
  “**Preferred
          Stock**” shall mean any Stock or Stock Equivalents with preferential
          rights of payment of dividends or upon liquidation, dissolution or winding
          up.
  “**Prepayment
          Event**” shall mean any Asset Sale Prepayment Event or Recovery
          Prepayment Event.
  “**Pro
          Forma Adjustment**” shall mean, for any Test Period that includes all or
          any part of a fiscal quarter included in any Post-Acquisition Period, with
          respect to the Acquired EBITDA of the applicable Pro Forma Entity or the
          Consolidated EBITDA of the Borrower, the pro forma increase or decrease
          in such
          Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected
          by
          the Borrower in good faith as a result of (a) actions taken or to be taken,
          prior to or during such Post-Acquisition Period for the purposes of realizing
          reasonably identifiable and factually supportable cost savings or (b) any
          additional costs incurred prior to or during such Post-Acquisition Period,
          in
          each case in connection with the combination of the operations of such
          Pro Forma
          Entity with the operations of the Borrower and the Restricted Subsidiaries;
          provided that (A) at the election of the Borrower, such Pro Forma
          Adjustment shall not be required to be determined for any Pro Forma Entity
          to
          the extent the aggregate consideration paid in connection with such acquisition
          was less than $50,000,000 and (ii) so long as
          such actions are taken, or to be taken, prior to or during such Post-Acquisition
          Period or such costs are incurred prior to or during such Post-Acquisition
          Period, as applicable, it may be assumed, for purposes of projecting such
          pro forma increase or decrease to such Acquired EBITDA or such Consolidated
          EBITDA, as the case may be, that the applicable amount of such cost savings
          will
          be realizable during the entirety of such Test Period, or the applicable
          amount
          of such additional costs, as applicable, will be incurred during the entirety
          of
          such Test Period; provided, further that any such pro forma
          increase or decrease to such Acquired EBITDA or such Consolidated EBITDA,
          as the
          case may be, shall be without duplication for cost savings or additional
          costs
          already included in such Acquired EBITDA or such Consolidated EBITDA, as
          the
          case may be, for such Test Period.  “**Pro
            Forma Adjustment Certificate**” shall mean any certificate of an
            Authorized Officer of the Borrower delivered pursuant to
Section9.1(g) or setting forth the information described in
            clause (iii) to Section 9.1(c).
  “**Pro
            Forma Balance Sheet**” shall have the meaning provided in Section
            8.9.
  “**Pro
            Forma Basis**”, “**Pro Forma Compliance**” and “**Pro
            Forma Effect**” shall mean, with respect to compliance with any test or
            covenant hereunder, that (A) to the extent applicable, the Pro Forma
            Adjustment
            shall have been made and (B) all Specified Transactions and the following
            transactions
   -56-
  in
          connection therewith shall be deemed to have occurred as of the first day
          of the
          applicable period of measurement in such test or covenant:  (a) income
          statement items (whether positive or negative) attributable to the property
          or
          Person subject to such Specified Transaction, (i) in the case of a
          Disposition of all or substantially all Stock in any Subsidiary of the
          Borrower
          or any division, product line, or facility used for operations of the Borrower
          or any Subsidiary of the Borrower, shall be excluded, and (ii) in the case
          of a
          Permitted Acquisition or Investment described in the definition
          of  “Specified Transaction”, shall be included, (b) any retirement or
          repayment of Indebtedness, and (c) any incurrence or assumption of Indebtedness
          by the Borrower or any Restricted Subsidiary in connection therewith (it
          being
          agreed that if such Indebtedness has a floating or formula rate, such
          Indebtedness shall have an implied rate of interest for the applicable
          period
          for purposes of this definition determined by utilizing the rate that is
          or
          would be in effect with respect to such Indebtedness as at the relevant
          date of
          determination); provided that, without limiting the application of the
          Pro Forma Adjustment pursuant to (A) above (but without duplication thereof),
          the foregoing pro forma adjustments may be applied to any such test or
          covenant
          solely to the extent that such adjustments are consistent with the definition
          of
          Consolidated EBITDA and give effect to events (including operating expense
          reductions) that are (i) (x) directly attributable to such transaction,
          (y) expected to have a continuing impact on the Borrower and the Restricted
          Subsidiaries and (z) factually supportable or (ii) otherwise
          consistent with the definition of Pro Forma Adjustment.
  “**Pro
          Forma Entity**” shall have the meaning provided in the definition of the
          term “Acquired EBITDA”.
  “**Pro
          Forma Financial Statements**” shall have the meaning provided in
Section 8.9.
  “**Project**”
          shall have the meaning provided in Section 9.14(f).
  “**Projections**”
          shall have the meaning provided in Section 9.1(h).
  “**PUCT**”
          shall mean the Public Utility Commission of Texas or any successor.
  “**Qualifying
          IPO**” shall mean the issuance by Parent, Holdings or any direct or
          indirect parent of Holdings of its common Stock in an underwritten primary
          public offering (other than a public offering pursuant to a registration
          statement on Form S-8) pursuant to an effective registration statement
filed
          with the SEC in accordance with the Securities Act (whether alone or in
          connection with a secondary public offering).  “**Real
            Estate**” shall have the meaning provided in
Section 9.1(e).
  “**Receivables
            Entity**” shall mean any Person formed solely for the purpose of
            (i) facilitating or entering into one or more Permitted Receivables
            Financings, and (ii) in each case, engaging in activities reasonably
            related or
            incidental thereto.  TXU Receivables Company, a Delaware corporation,
            shall be deemed to be a Receivables Entity.
  “**Receivables
            Facility Assets**” shall mean presently existing and hereafter arising or
            originated Accounts, Payment Intangibles and Chattel Paper (as each such
            term is
            defined in the UCC) owed or payable to any Participating Receivables
            Grantor,
            and to the extent related to or supporting any Accounts, Chattel Paper
            or
            Payment Intangibles, or constituting a receivable, all General Intangibles
            and
            other forms of obligations and receivables owed or payable to any Participating
            Receivables Grantor, including the right to payment of any interest,
            finance
            charges, late payment fees or other charges with respect thereto (the
            foregoing,
            collectively, being “**receivables**”), all of such Participating
            Receivables Grantor’s rights as an unpaid vendor (including rights in any goods
            the sale of which gave rise to any receivables), all security interests
            or liens
            and property subject to such security interests or liens from time
   -57-
  to
          time purporting to secure payment of any receivables or other items described
          in
          this definition, all guarantees, letters of credit, security agreements,
          insurance and other agreements or arrangements from time to time supporting
          or
          securing payment of any receivables or other items described in this definition,
          all customer deposits with respect thereto, all rights under any contracts
          giving rise to or evidencing any receivables or other items described in
          this
          definition, and all documents, books, records and information (including
          computer programs, tapes, disks, data processing software and related property
          and rights) relating to any receivables or other items described in this
          definition or to any obligor with respect thereto, and all proceeds of
          the
          foregoing.  Receivables Facility Assets shall be deemed to include the
“Receivable Assets” as defined in the Existing Securitization Documentation (as
          defined in the Security Agreement) as in effect on the Closing
          Date.
  “**Receivables
          Fees**” means distributions or payments made directly or by means of
          discounts with respect to any accounts receivable or participation interest
          therein issued or sold in connection with, and other fees paid to a Person
          that
          is not a Restricted Subsidiary in connection with any Permitted Receivables
          Financing.
  “**Recovery
          Event**” shall mean (a) any damage to, destruction of or other casualty
          or loss involving any property or asset or (b) any seizure, condemnation,
          confiscation or taking (or transfer under threat of condemnation) under
          the
          power of eminent domain of, or any requisition of title or use of or relating
          to, or any similar event in respect of, any property or asset.
  “**Recovery
          Prepayment Event**” shall mean the receipt of cash proceeds with respect
          to any settlement or payment in connection with any Recovery Event in respect
          of
          any property or asset of the Borrower or any Restricted Subsidiary;
provided that the term “Recovery Prepayment Event” shall not include any
          Asset Sale Prepayment Event.
  “**Refinanced
          Deposit L/C Loans**” shall have the meaning provided in
Section 13.1.
  “**Refinanced
          Term Loans**” shall have the meaning provided in Section
          13.1.
  “**Refinancing**”
          shall have the meaning provided in the recitals to this Agreement.
 “**Refinanced
            Bridge Indebtedness**” shall have the meaning provided in Section
            10.1(i).
  **“Refinanced
            Bridge Indebtedness Documentation**” shall mean any notes, indentures,
            loan agreements and/or other documentation or instruments governing any
            Refinanced Bridge Indebtedness.
  “**Register**”
            shall have the meaning provided in Section 13.6(b)(iv).
  “**Registration
            Rights Agreement**” shall mean the registration rights agreement related
            to the Borrower Senior Exchange Notes or any Refinanced Bridge Indebtedness
            and,
            with respect to any additional notes issued pursuant to the Borrower
            Senior
            Exchange Notes Indenture or any Refinanced Bridge Indebtedness Documentation,
            one or more registration rights agreements between the Borrower and the
            other
            parties thereto, relating to rights given by the Borrower to the purchasers
            of
            such additional notes to register such additional notes under the Securities
            Act.
  “**Regulation T**”
            shall mean Regulation T of the Board as from time to time in effect and any
            successor to all or a portion thereof establishing margin
            requirements.
  -58-
  “**Regulation U**”
          shall mean Regulation U of the Board as from time to time in effect and
          any
          successor to all or a portion thereof establishing margin
          requirements.
  “**Regulation X**”
          shall mean Regulation X of the Board as from time to time in effect and any
          successor to all or a portion thereof establishing margin
          requirements.
  “**Reimbursement
          Date**” shall have the meaning provided in Section
          3.4(a).
  “**Reinvestment
          Period**” shall mean 15 months following the date of receipt of Net Cash
          Proceeds of an Asset Sale Prepayment Event or Recovery Prepayment
          Event.
  “**Rejection
          Notice**” shall have the meaning provided in Section
          5.2(h).
  “**Related
          Parties**” shall mean, with respect to any specified Person, such
          Person’s Affiliates and the directors, officers, employees, agents, trustees and
          advisors of such Person and any Person that possesses, directly or indirectly,
          the power to direct or cause the direction of the management or policies
          of such
          Person, whether through the ability to exercise voting power, by contract
          or
          otherwise.
  “**Relevant
          Prior Computation Date**” shall mean, with respect to any Business Day,
          whichever of the following has more closely preceded such Business
          Day:  (a) the immediately preceding Weekly Computation Date or (b) the
          immediately preceding Interim Computation Date.
  “**Repaid
          Indebtedness**” shall mean:
  ·     the
          portion of the Parent’s 4.800% Fixed Senior Notes Series O due 2009
          tendered;
 ·     the
          portion of the Borrower’s 6.125% Fixed Senior Notes due 2008
          tendered;
 ·     the
          portion of the Borrower’s 7.000% Fixed Senior Notes due 2013
          tendered;
 ·     the
          Borrower’s Floating Rate Senior Notes due 2008;
 ·     Oncor
          Electric Delivery’s Floating Senior Notes due 2008; and
 ·     the
          credit facilities listed on Schedule 1.1(f).
 “**Repaid
          Tranche B-3 Loans**” shall have the meaning provided in Section
          5.1(b).
  “**Repayment
          Amount**”****shall mean an Initial Term Loan Repayment
          Amount, a Delayed Draw Term Loan Repayment Amount and the amount of any
          installment of Incremental Term Loans scheduled to be repaid on any
          date.
  “**Replacement
          Deposit L/C Loans**” shall have the meaning provided in
Section 13.1.
  “**Replacement
          Term Loans**” shall have the meaning provided in Section
          13.1.
  “**Reportable
          Event**” shall mean an event described in Section 4043 of ERISA and the
          regulations thereunder, other than any event as to which the thirty day
          notice
          period has been waived.
   -59-
 “**Required
          Delayed Draw Term Loan Lenders**” shall mean, at any date, Non-Defaulting
          Lenders having or holding a majority of the sum of (a) the aggregate
          outstanding principal amount of the Delayed Draw Term Loans (excluding
          Delayed
          Draw Term Loans held by Defaulting Lenders) at such date and (b) the
          Adjusted Available Delayed Draw Term Loan Commitment at such date.
  “**Required
          Deposit L/C Loan Lenders**” shall mean, at any date, Lenders having or
          holding a majority of the sum of the aggregate outstanding principal amount
          of
          the Initial Deposit L/C Loans at such date.
  “**Required
          Initial Term Loan Lenders**” shall mean, at any date, Lenders having or
          holding a majority of the aggregate outstanding principal amount of the
          Initial
          Term Loans at such date.
  “**Required
          Initial Tranche B-1 Term Loan Lenders**” shall mean, at any date, Lenders
          having or holding a majority of the aggregate outstanding principal amount
          of
          the Initial Tranche B-1 Term Loans at such date.
  “**Required
          Initial Tranche B-2 Term Loan Lenders**” shall mean, at any date, Lenders
          having or holding a majority of aggregate outstanding principal amount
          of the
          Initial Tranche B-2 Term Loans at such date.
  “**Required
          Initial Tranche B-3 Term Loan Lenders**” shall mean, at any date, Lenders
          having or holding a majority of the aggregate outstanding principal amount
          of
          the Initial Tranche B-3 Term Loans at such date.
  “**Required
          Lenders**” shall mean, at any date, Non-Defaulting Lenders having or
          holding a majority of the sum of (a) the outstanding amount of the Term
          Loans in
          the aggregate at such date, (b) the outstanding amount of the Deposit L/C
          Loans
          and Incremental Deposit L/C Loans in the aggregate at such date, (c) the
          Adjusted Available Delayed Draw Term Loan Commitment at such date, (d)(i)
          the
          Adjusted Total Revolving Credit Commitment at such date or (ii) if the
          Total Revolving Credit Commitment has been terminated or for the purposes
          of
          acceleration pursuant to Section 11, the outstanding principal amount of
          the Revolving Credit Loans and Revolving Letter of Credit Exposure (excluding
          the Revolving Credit Loans and Revolving Letter of Credit Exposures of
          Defaulting Lenders) in the aggregate at such date and (e) the Applicable
          Posting Facility Amount (it being understood that, for purposes of determining
          the vote of any Posting Lender hereunder, the portion of the Applicable
          Posting
          Facility Amount that such Posting Lender holds at any time shall equal
          such
          Posting Lender’s Posting Percentage of the Applicable Posting Facility Amount
          and any calculation of the Applicable Posting Facility Amount shall exclude
          the
          Posting Percentage of any Defaulting Lender).  “**Required
            Posting Lenders**” shall mean, at any date, Non-Defaulting Lenders
            holding a majority of the Adjusted Total Posting Commitment at such date
            or, if
            the Total Posting Commitment has been terminated, Aggregate Posting Advances
            Outstanding at such time (excluding Posting Advances Outstanding of Defaulting
            Lenders).
  “**Required
            Revolving Credit Lenders**” shall mean, at any date, Non-Defaulting
            Lenders holding a majority of the Adjusted Total Revolving Credit Commitment
            at
            such date (or, if the Total Revolving Credit Commitment has been terminated
            at
            such time, a majority of the Revolving Credit Exposure (excluding Revolving
            Credit Exposure of Defaulting Lenders) at such time).
  “**Restoration
            Certification**” shall mean, with respect to any Recovery Prepayment
            Event, a certification made by an Authorized Officer of the Borrower
            or any
            Restricted Subsidiary, as
   -60-
  applicable,
          to the Administrative Agent prior to the end of the Reinvestment Period
          certifying (a) that the Borrower or such Restricted Subsidiary intends
          to use
          the proceeds received in connection with such Recovery Prepayment Event
          to
          repair, restore or replace the property or assets in respect of which such
          Recovery Prepayment Event occurred, (b) the approximate costs of completion
          of
          such repair, restoration or replacement and (c) that such repair, restoration
          or
          replacement will be completed within the later of (x) fifteen months after
          the
          date on which cash proceeds with respect to such Recovery Prepayment Event
          were
          received and (y) 180 days after delivery of such Restoration
          Certification.
  “**Restricted
          Foreign Subsidiary**” shall mean a Foreign Subsidiary that is a
          Restricted Subsidiary.
  “**Restricted
          Subsidiary**” shall mean any Subsidiary of the Borrower other than an
          Unrestricted Subsidiary.
  “**Retained
          Declined Proceeds**” shall have the meaning provided in
Section 5.2(h).
  “**Revolving
          Credit Commitment**” shall mean, (a) with respect to each Lender that is
          a Lender on the date hereof, the amount set forth opposite such Lender’s name on
Schedule 1.1(a) as such Lender’s “Revolving Credit Commitment”, as such
          Revolving Credit Commitment may be reduced from time to time pursuant to
          the
          terms hereof, (b) in the case of any Lender that becomes a Lender after
          the date
          hereof, the amount specified as such Lender’s “Revolving Credit Commitment” in
          the Assignment and Acceptance pursuant to which such Lender assumed a portion
          of
          the Total Revolving Credit Commitment, as such Revolving Credit Commitment
          may
          be reduced from time to time pursuant to the terms hereof and (c) in the
          case of
          any Lender that increases its Revolving Credit Commitment or becomes an
          Incremental Revolving Commitment Increase Lender, in each case pursuant
          to
Section 2.14, the amount specified in the applicable Incremental
          Amendment, as such Revolving Credit Commitment may be reduced from time
          to time
          pursuant to the terms hereof.  The aggregate amount of Revolving
          Credit Commitments as of the date hereof is $2,700,000,000.
  “**Revolving****Credit****Commitment
          Fee**” shall have the meaning provided in Section
          4.1(a).
 “**Revolving
            Credit****Commitment Fee Rate**” shall mean, with respect to
            the Available Revolving Commitment applicable to the Revolving Credit
            Lenders,
            on any date, the rate *per annum* set forth below based upon the Status
            in effect on such day:
  Status
                  Revolving
                      Credit Commitment Fee RateLevel
                      I Status
                  0.50%Level
                      II Status
                  0.50%Level
                      III Status
                  0.375%
 Notwithstanding
            the foregoing, the term “Revolving Credit Commitment Fee Rate” shall mean 0.50%
            during the period from and including the Closing Date to but excluding
            the
            Initial Financial Statements Delivery Date.
  “**Revolving
            Credit Commitment Percentage**” shall mean at any time, for each Lender,
            the percentage obtained by dividing (a) such Lender’s Revolving Credit
            Commitment at such time by (b) the amount of the Total Revolving Credit
            Commitment at such time; provided that at any time when the Total
            Revolving Credit Commitment shall have been terminated, each Lender’s Revolving
            Credit
  -61-
 Commitment
          Percentage shall be the percentage obtained by dividing (a) such Lender’s
          Revolving Credit Exposure at such time by (b) the Revolving Credit Exposure
          of all Lenders at such time.
  “**Revolving
          Credit Exposure**” shall mean, with respect to any Lender at any time,
          the sum of (a) the aggregate principal amount of the Revolving Credit Loans
          of such Lender then outstanding, (b) such Lender’s Revolving Letter of Credit
          Exposure at such time and (c) such Lender’s Revolving Credit Commitment
          Percentage of the aggregate principal amount of all outstanding Swingline
          Loans.
  “**Revolving
          Credit Facility**” shall have the meaning provided in the recitals to
          this Agreement.
  “**Revolving
          Credit Lender**” shall mean, at any time, any Lender that has a Revolving
          Credit Commitment at such time.
  “**Revolving
          Credit Loans**” shall have the meaning provided in Section
          2.1(d).
  “**Revolving
          Credit Maturity Date**” shall mean the date that is six years after the
          Closing Date, or if such date is not a Business Day, the next succeeding
          Business Day.
  “**Revolving
          Credit Termination Date**” shall mean the earlier to occur of
          (a) the Revolving Credit Maturity Date and (b) the date on which the
          Revolving Credit Commitments shall have terminated, no Revolving Credit
          Loans
          shall be outstanding and the Revolving Letters of Credit Outstanding shall
          have
          been reduced to zero or Cash Collateralized.
  “**Revolving
          L/C Borrowing**” shall mean an extension of credit resulting from a
          drawing under any Revolving Letter of Credit which has not been reimbursed
          on
          the date when made or refinanced as a Borrowing.
  “**Revolving
          L/C Maturity Date**” shall mean the date that is three Business Days
          prior to the Maturity Date.
 “**Revolving
            L/C Obligations**” shall mean, as at any date of determination, the
            aggregate Stated Amount of all outstanding Revolving Letters of Credit
            plus the aggregate principal amount of all Unpaid Drawings under
            all
            Revolving Letters of Credit, including all Revolving L/C
            Borrowings.  For all purposes of this Agreement, if on any date of
            determination a Revolving Letter of Credit has expired by its terms but
            any
            amount may still be drawn thereunder by reason of the operation of Rule
            3.14 of
            the ISP, such Revolving Letter of Credit shall be deemed to be “outstanding” in
            the amount so remaining available to be drawn.
  “**Revolving
            L/C Participant**” shall have the meaning provided in
Section 3.3(a).
  “**Revolving
            L/C Participation**” shall have the meaning provided in
Section 3.3(a).
  “**Revolving
            Letter of Credit**” shall mean each letter of credit issued pursuant to
Section 3.1(a)(i).
  “**Revolving
            Letter of Credit Commitment**” shall mean $1,500,000,000, as the same may
            be reduced from time to time pursuant to Section 4.2(c).
  -62-
 “**Revolving
          Letter of Credit Exposure**” shall mean, with respect to any Revolving
          Credit Lender, at any time, the sum of (a) the principal amount of any
          Unpaid
          Drawings under Revolving Letters of Credit in respect of which such Lender
          has
          made (or is required to have made) payments to the Revolving Letter of
          Credit
          Issuer pursuant to Section 3.4(a) at such time and (b) such Lender’s
          Revolving Credit Commitment Percentage of the Revolving Letters of Credit
          Outstanding at such time (excluding the portion thereof consisting of Unpaid
          Drawings under Revolving Letters of Credit in respect of which the Lenders
          have
          made (or are required to have made) payments to the Revolving Letter of
          Credit
          Issuer pursuant to Section 3.4(a)).
  “**Revolving
          Letter of Credit Fee**” shall have the meaning provided in
Section 4.1(c).
  “**Revolving
          Letter of Credit Issuer**” shall mean (a) Citibank, N.A., any of its
          Affiliates or any replacement or successor pursuant to Section 3.6,
          (b) JPMorgan Chase Bank, N.A., any of its Affiliates or any replacement
          or
          successor pursuant to Section 3.6, (c) each issuer of an
          Existing Letter of Credit denoted as a “Revolving Letter of Credit” on
Schedule 1.1(b) and (d) at any time such Person who shall become a
          Revolving Letter of Credit Issuer pursuant to Section 3.6 (it being
          understood that if any such Person ceases to be a Revolving Lender hereunder,
          such Person will remain a Revolving Letter of Credit Issuer with respect
          to any
          Revolving Letters of Credit issued by such Person that remained outstanding
          as
          of the date such Person ceased to be a Lender).  Any Revolving Letter
          of Credit Issuer may, in its discretion, arrange for one or more Revolving
          Letters of Credit to be issued by Affiliates of such Revolving Letter of
          Credit
          Issuer, and in each such case the term “Revolving Letter of Credit Issuer” shall
          include any such Affiliate or Lender with respect to Revolving Letters
          of Credit
          issued by such Affiliate or Lender.  References herein and in the
          other Credit Documents to the Revolving Letter of Credit Issuer shall be
          deemed
          to refer to the Revolving Letter of Credit Issuer in respect of the applicable
          Letter of Credit or to all Revolving Letter of Credit Issuers, as the context
          requires.
  “**Revolving
          Letters of Credit Outstanding**” shall mean, at any time, the sum of,
          without duplication, (a) the aggregate Stated Amount of all outstanding
          Revolving Letters of Credit and (b) the aggregate principal amount of all
          Unpaid Drawings in respect of all Revolving Letters of Credit.
  “**S&P**”
          shall mean Standard & Poor’s Ratings Services or any successor by
          merger or consolidation to its business.
  “**Sale
          Leaseback**” shall mean any transaction or series of related transactions
          pursuant to which the Borrower or any Restricted Subsidiary (a) sells,
          transfers
          or otherwise disposes of any property, real or personal, whether now owned
          or
          hereafter acquired, and (b) as part of such transaction, thereafter rents
          or
          leases such property or other property that it intends to use for substantially
          the same purpose or purposes as the property being sold, transferred or
          disposed.
  “**Sandow
          Unit 4**” shall mean the approximately 557 megawatt (net load) lignite
          fired power generation facility, excluding mining properties, known as
“Sandow
          Unit 4” being operated and owned by Luminant Generation Company LLC in Milam
          County, Texas.
  “**Sandow
          Unit 5**” shall mean the approximately 565 megawatt (net load), lignite
          coal-fired, circulating fluidized bed powder generation facility known
          as
“Sandow Unit 5” being developed by Sandow Power Company LLC in Milam County,
          Texas.
  “**Sandow
          Unit 5 Deemed Completion Date**” shall have the meaning provided in the
          definition of Consolidated EBITDA.
  “**Scheduled
          Dispositions**” shall have the meaning provided in Section
          10.4(j).
   -63-
 “**SEC**”
          shall mean the Securities and Exchange Commission or any successor
          thereto.
  “**Section
          9.1 Financials**” shall mean the financial statements delivered, or
          required to be delivered, pursuant to Section 9.1(a) or (b)
          together with the accompanying officer’s certificate delivered, or required to
          be delivered, pursuant to Section 9.1(c).
  “**Secured
          Cash Management Agreement**” shall mean any agreement relating to Cash
          Management Services that is entered into by and between the Borrower or
          any
          Restricted Subsidiary and any Cash Management Bank.
  “**Secured
          Commodity Hedging Agreement**” shall mean any Commodity Hedging Agreement
          that is entered into by and between the Borrower or any Restricted Subsidiary
          and any Hedge Bank.
  “**Secured
          Hedging Agreement**” shall mean any Hedging Agreement that is entered
          into by and between the Borrower or any Restricted Subsidiary and any Hedge
          Bank.
  “**Secured
          Parties**” shall mean the Administrative Agent, the Posting Agent, the
          Collateral Agent, the Letter of Credit Issuers, each Lender, each Hedge
          Bank
          that is party to any Secured Hedging Agreement or a Secured Commodity Hedging
          Agreement, as applicable, each Cash Management Bank that is a party to
          a Secured
          Cash Management Agreement and each sub-agent pursuant to Section 12
          appointed by the Administrative Agent or the Posting Agent with respect
          to
          matters relating to the Credit Facilities or by the Collateral Agent with
          respect to matters relating to any Security Document.
  “**Securities
          Act**” shall mean the Securities Act of 1933, as amended, and the rules
          and regulations promulgated thereunder.
  “**Securitization**”
          shall mean a public or private offering by a Lender or any of its Affiliates
          or
          their respective successors and assigns of securities or notes which represent
          an interest in, or which are collateralized, in whole or in part, by the
          Loans,
          Posting Advances and the Lender’s rights under the Credit
          Documents.
 “**Security
            Agreement**” shall mean the Security Agreement entered into by the
            Borrower, the other grantors party thereto and the Collateral Agent for
            the
            benefit of the Secured Parties, substantially in the form of
Exhibit F.
  “**Security
            Documents**” shall mean, collectively, (a) the Security Agreement,
            (b) the Pledge Agreement, (c) the Mortgages, (d) the Intercreditor Agreement
            and
            (e) each other security agreement or other instrument or document executed
            and delivered pursuant to Section 9.11, 9.12 or 9.14
            or pursuant to any other such Security Documents or otherwise to secure
            or
            perfect the security interest in any or all of the Obligations.
  “**Shell
            Wind**” shall mean a joint venture with Shell Wind Energy Inc. in which
            the Borrower and the Restricted Subsidiaries have up to a 50% ownership
            interest
            relating to the joint development of a 3000 megawatt wind project in
            Texas,
            which project is being undertaken in light of governmental actions promoting
            the
            use and construction of renewable energy project.
  “**Shortfall
            Amount**” shall mean an amount (which amount may be less than zero), as
            of any date of determination, equal to (a) an amount of interest that
            would have
            accrued on the funds on deposit in the Deposit L/C Loan Collateral Account
            from
            the Closing Date through the date of determination if such funds had
            earned a
            return equal to the one-month LIBOR Rate (assuming successive one
  -64-
 month
          Interest Periods for the applicable period) less 0.12% *per
          annum*less (b) the actual aggregate amount of interest, dividends,
          distributions and other earnings on the funds on deposit in the Deposit
          L/C Loan
          Collateral Account from the Closing Date through the date of determination,
          less (c) the aggregate amount of Shortfall Payments made by the
          Administrative Agent on or prior to such date, plus (d) the aggregate
          amount of Shortfall Payments made by the Borrower on or prior to such
          date.
  “**Shortfall
          Payment**” shall have the meaning provided in Section
          2.8(j).
  “**Sold
          Entity or Business**” shall have the meaning provided in the definition
          of the term “Consolidated EBITDA”.
  “**Solvent**”
          shall mean, with respect to any Person, that as of the Closing Date,
          (a) (i) the sum of such Person’s debt (including contingent liabilities)
          does not exceed the present fair saleable value of such Person’s present assets,
          (ii) such Person’s capital is not unreasonably small in relation to its business
          as contemplated on the Closing Date and (iii) such Person has not incurred
          and
          does not intend to incur, or believe that it will incur, debts including
          current
          obligations beyond its ability to pay such debts as they become due (whether
          at
          maturity or otherwise) and (b) such Person is “solvent” within the meaning given
          that term and similar terms under applicable laws relating to fraudulent
          transfers and conveyances.  For purposes of this definition, the
          amount of any contingent liability at any time shall be computed as the
          amount
          that, in light of all of the facts and circumstances existing at such time,
          represents the amount that can reasonably be expected to become an actual
          or
          matured liability (irrespective of whether such contingent liabilities
          meet the
          criteria for accrual under Statement of Financial Accounting Standard No.
          5).
  “**Specified
          Revolving Letter of Credit Commitment**” shall mean, with respect to any
          Revolving Letter of Credit Issuer, (i) in the case of Citibank, N.A. (or
          any of
          its Affiliates), 50% of the Revolving Letter of Credit Commitment, (ii)
          in the
          case of JPMorgan Chase Bank, N.A. (or any of its Affiliates), 50% of the
          Revolving Letter of Credit Commitment, (iii) in the case of each Existing
          Letter
          of Credit Issuer, in its capacity as such, 0% (exclusive of Existing Letters
          of
          Credit) of the Revolving Letter of Credit Commitment and (iv) in the case
          of any
          other Revolving Letter of Credit Issuer, 100% of the Revolving Letter of
          Credit
          Commitment or such lower percentage as is specified in the agreement pursuant
          to which such Person becomes a Revolving Letter of Credit Issuer entered
          into
          pursuant to Section 3.6(a) hereof.  “**Specified
            Subsidiary**” shall mean, at any date of determination (a) any Material
            Subsidiary or (b) any Unrestricted Subsidiary, in either case (i) whose
            total assets (when combined with the assets of such Subsidiary’s Subsidiaries,
            after eliminating intercompany obligations) at the last day of the Test
            Period
            ending on the last day of the most recent fiscal period for which Section
            9.1
            Financials have been delivered were equal to or greater than 10% of the
            Consolidated Total Assets of the Borrower and the Subsidiaries of the
            Borrower
            at such date, or (ii) whose total revenues (when combined with the revenues
            of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations)
            during such Test Period were equal to or greater than 10% of the consolidated
            revenues of the Borrower and the Subsidiaries of the Borrower for such
            period,
            in each case determined in accordance with GAAP, and (c) each other
            Unrestricted Subsidiary that is the subject of an Event of Default under
            Section 11.5 and that, when such Subsidiary’s total assets (when
            combined with the assets of such Subsidiary’s Subsidiaries, after eliminating
            intercompany obligations) or total revenues (when combined with the revenues
            of
            such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) are
            aggregated with the total combined assets or total combined revenues,
            as
            applicable, of each other Unrestricted Subsidiary that is the subject
            of an
            Event of Default under Section 11.5, would constitute a Specified
            Subsidiary under clause (b) above.
   -65-
   “**Specified
          Transaction**” shall mean, with respect to any period, any Investment,
          any Disposition of assets, Permitted Sale Leaseback, incurrence or repayment
          of
          Indebtedness, dividend, Subsidiary designation, Incremental Term Loan,
          Incremental Deposit L/C Loan, Incremental Revolving Commitment Increase
          or other
          event that by the terms of this Agreement requires “Pro Forma Compliance” with a
          test or covenant hereunder or requires such test or covenant to be calculated
          on
          a “Pro Forma Basis”.
  “**Sponsors**”
          shall mean any of KKR, TPG, Citigroup Global Markets Inc., Morgan Stanley
&
Co. Incorporated, Goldman, Sachs & Co. and Lehman Brothers Inc., and each of
          their respective Affiliates, but excluding portfolio companies of any of
          the
          foregoing.
  “**SPV**”
          shall have the meaning provided in Section 13.6(g).
  “**Stated
          Amount**” of any Letter of Credit shall mean the maximum amount from time
          to time available to be drawn thereunder, determined without regard to
          whether
          any conditions to drawing could then be met.
  “**Stated
          Maturity**” shall mean, with respect to any installment of interest or
          principal on any series of Indebtedness, the date on which such payment
          of
          interest or principal was scheduled to be paid in the original documentation
          governing such Indebtedness, and shall not include any contingent obligations
          to
          repay, redeem or repurchase any such interest or principal prior to the
          date
          originally scheduled for payment thereof; provided that, with respect to
          any pollution control revenue bonds or similar instruments, the Stated
          Maturity
          of any series thereof shall be deemed to be the date set forth in any instrument
          governing such Indebtedness for the remarketing of such
          Indebtedness.
  “**Status**”
          shall mean, as to the Borrower as of any date, the existence of Level I
          Status, Level II Status or Level III Status, as the case may be, on such
          date.  Changes in Status resulting from changes in the Consolidated
          Total Debt to Consolidated EBITDA Ratio shall become effective as of the
          first
          day following each date that (a) Section 9.1 Financials are delivered to
          the Administrative Agent under Section 9.1 and (b) an officer’s
          certificate is delivered by the Borrower to the Administrative Agent setting
          forth, with respect to such Section 9.1 Financials, the then-applicable
          Status, and shall remain in effect until the next change to be effected
          pursuant
          to this definition; provided that each determination ofthe
          Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this definition
          shall be made as of the end of the Test Period ending at the end of the
          fiscal
          period covered by the relevant Section 9.1 Financials.  “**Stock**”
            shall mean shares of capital stock or shares in the capital, as the case
            may be
            (whether denominated as common stock or preferred stock or ordinary shares
            or
            preferred shares, as the case may be), beneficial, partnership or membership
            interests, participations or other equivalents (regardless of how designated)
            of
            or in a corporation, partnership, limited liability company or equivalent
            entity, whether voting or non-voting.
  “**Stock
            Equivalents**” shall mean all securities convertible into or exchangeable
            for Stock and all warrants, options or other rights to purchase or subscribe
            for
            any Stock, whether or not presently convertible, exchangeable or
            exercisable.
  “**Subsidiary**”
            of any Person shall mean and include (a) any corporation more than 50%
            of whose
            Stock of any class or classes having by the terms thereof ordinary voting
            power
            to elect a majority of the directors of such corporation (irrespective
            of
            whether or not at the time Stock of any class or classes of such corporation
            shall have or might have voting power by reason of the happening of any
            contingency) is at the time owned by such Person directly or indirectly
            through Subsidiaries and (b) any limited
   -66-
  liability
          company, partnership, association, joint venture or other entity of which
          such
          Person directly or indirectly through Subsidiaries has more than a 50%
          equity
          interest at the time or is a controlling general partner.  Unless
          otherwise expressly provided, all references herein to a “Subsidiary” shall mean
          a Subsidiary of the Borrower.
  “**Subsidiary
          Guarantor**” shall mean each Guarantor that is a Subsidiary of the
          Borrower.
  “**Successor
          Borrower**” shall have the meaning provided in Section
          10.3(a).
  “**Survey**”
          shall mean a survey of any Mortgaged Property (and all improvements thereon)
          based on aerial photography that is (a) (i) prepared by a licensed surveyor
          or
          engineer, (ii) dated (or redated) not earlier than six months prior to
          the date
          of delivery thereof, (iii) certified by the surveyor (in a manner reasonable
          in
          light of the size, type and location of the Real Estate covered thereby)
          to the
          Administrative Agent, the Collateral Agent and the title insurance company
          issuing the corresponding Mortgage, (iv) complying in all material respects
          with
          the applicable detail requirements of the American Land Title Association
          as
          such requirements are in effect on the date of preparation of such survey,
          taking into account the size, type and location of the Real Estate covered
          thereby and (v) sufficient for the title insurance company to remove (to the
          extent permitted by Applicable Law) all standard survey exceptions from
          the
          title insurance policy (or commitment) relating to such Mortgaged Property
          and
          issue such endorsements, to the extent available in the applicable jurisdiction,
          as the Collateral Agent may reasonably request or (b) otherwise reasonably
          acceptable to the Collateral Agent, taking into account the size, type
          and
          location of the Real Estate covered thereby.
  “**Swap
          Termination Value**” shall mean, in respect of any one or more Hedging
          Agreements, after taking into account the effect of any legally enforceable
          netting agreement relating to such Hedging Agreements, (a) for any date
          on or
          after the date such Hedging Agreements have been closed out and termination
          value(s) determined in accordance therewith, such termination value(s),
          and (b)
          for any date prior to the date referenced in clause (a), the amount(s)
          determined as the mark-to-market value(s) for such Hedging Agreements,
          as
          determined based upon one or more mid-market or other readily available
          quotations provided by any recognized dealer in such Hedging Agreements
          (which
          may include a Lender or any Affiliate of a Lender).
  “**Swingline
          Commitment**” shall mean $700,000,000.
  “**Swingline
          Lender**” shall mean Citibank, N.A., in its capacity as lender of
          Swingline Loans hereunder, or any replacement or successor thereto.
  “**Swingline
          Loans**” shall have the meaning provided in
Section 2.1(e).
  “**Swingline
          Maturity Date**” shall mean, with respect to any Swingline Loan, the date
          that is three Business Days prior to the Revolving Credit Maturity
          Date.
  “**Syndication
          Agent**” shall mean JPMorgan Chase Bank, N.A., together with its
          affiliates, as syndication agent for the Lenders under this Agreement and
          the
          other Credit Documents.
  “**Taxes**”
          shall mean any and all present or future taxes, duties, levies, imposts,
          assessments, deductions, withholdings or other similar charges imposed
          by any
          Governmental Authority whether computed on a separate, consolidated, unitary,
          combined or other basis and any interest, fines, penalties or additions
          to tax
          with respect to the foregoing.
   -67-
 “**TCEH**”
          shall have the meaning provided in the preamble to this Agreement.
  “**Term
          Loan**” shall mean an Initial Term Loan, a Delayed Draw Term Loan or an
          Incremental Term Loan, as applicable.
  “**Test
          Period**” shall mean, for any determination under this Agreement, the
          four consecutive fiscal quarters of the Borrower then last ended and for
          which
          Section 9.1 Financials have been or were required to have been
          delivered.
  “**Title
          Company**” shall mean any title insurance company as shall be retained by
          Borrower and reasonably acceptable to the Administrative Agent.
  “**Total
          Commitment**” shall mean the sum of the Total Initial Term Loan
          Commitment, the Total Delayed Draw Term Loan Commitment, the Total Incremental
          Term Loan Commitment, the Total Deposit L/C Loan Commitment, the Total
          Incremental Deposit L/C Loan Commitment, the Total Revolving Credit Commitment,
          the Total Posting Commitment and the Total Incremental Posting Facility
          Commitment.
  “**Total
          Credit Exposure**” shall mean, at any date, the sum, without duplication,
          of (a) the Total Revolving Credit Commitment at such date (or if the Total
          Revolving Credit Commitment shall have terminated on such date, the aggregate
          Revolving Credit Exposure of all Revolving Credit Lenders at such date),
          (b) the
          Available Delayed Draw Term Loan Commitment at such date, (c) the aggregate
          outstanding principal amount of all Term Loans at such date, (d) the aggregate
          outstanding principal amount of all Deposit L/C Loans and all Incremental
          Deposit L/C Loans at such date and (e) the Aggregate Posting Advances
          Outstanding.
  “**Total
          Delayed Draw Term Loan Commitment**” shall mean the sum of the Delayed
          Draw Term Loan Commitments of all the Lenders.
  “**Total
          Deposit L/C Loan Commitment**” shall mean the sum of the Deposit L/C Loan
          Commitments of all the Lenders.
 “**Total
            Incremental Deposit L/C Loan Commitment**” shall mean the sum of the
            Incremental Deposit L/C Loan Commitments of any tranche of Incremental
            Deposit
            L/C Loans of all Lenders providing such tranche of Incremental Deposit
            L/C
            Loans.
  “**Total
            Incremental Posting Facility Commitment**” shall mean the sum of the
            Incremental Posting Facility Commitments of each Incremental Posting
            Facility of
            all the Lenders providing such Incremental Posting Facility.
  “**Total
            Incremental Term Loan Commitment**” shall mean the sum of the Incremental
            Term Loan Commitments of any tranche of Incremental Term Loans of all
            the
            Lenders providing such tranche of Incremental Term Loans.
  “**Total
            Initial Term Loan Commitment**” shall mean the sum of the Initial Term
            Loan Commitments of all Lenders.
  -68-
 
  “**Total
          Initial Tranche B-2 Term Loan Commitment**” shall mean the sum of the
          Initial Tranche B-2 Term Loan Commitments of all Lenders.
  “**Total
          Initial Tranche B-3 Term Loan Commitment**” shall mean the sum of the
          Initial Tranche B-3 Term Loan Commitments of all Lenders.
  “**Total
          Posting Commitment**” shall mean, at any date, the Actual MTM
          Exposure.
  “**Total
          Revolving Credit Commitment**” shall mean the sum of the Revolving Credit
          Commitments of all the Lenders.
  “**TPG**”
          shall mean TPG Capital, L.P.
  “**Trading
          Affiliates**” shall have the meaning provided in Section
          14.11.
  “**Transaction
          Expenses**” shall mean any fees or expenses incurred or paid by Holdings,
          Merger Sub, the Parent or any of their respective Subsidiaries in connection
          with the Transactions, this Agreement and the other Credit Documents and
          the
          transactions contemplated hereby and thereby.
  “**Transactions**”
          shall mean, collectively, the transactions contemplated by this Agreement
          (including the entering into and funding hereunder), the Permitted Receivables
          Financing entered into on the Closing Date, the Parent Senior Interim Loan
          Documents, the Borrower Senior Interim Loan Documents, the Merger, the
          Equity
          Contribution, the Oncor Credit Facility, the Refinancing, the payment of
          fees
          and expenses in connection therewith and the consummation of any other
          transaction connected with the foregoing.
  “**Transferee**”
          shall have the meaning provided in Section 13.6(e).
  “**Treasury
          Rate**” shall mean at any date, the yield to maturity as of such date
          of
          United States Treasury securities with a constant maturity (as compiled
          and
          published in the most recent Federal Reserve Statistical Release H.15 (519)
          that
          has become publicly available at least two Business Days prior to such
          date (or,
          if such Statistical Release is no longer published, any publicly available
          source of similar market data)) most nearly equal to the period from such
          date
          to the date which is three years fol lowing
          the Closing Date; provided, however, that if the period from such
          date to the date which is three years following the Closing Date is less
          than
          one year, the weekly average yield on actually traded United States Treasury
          securities adjusted to a constant maturity of one year will be
          used.
  “**TXU
          Properties**” shall mean TXU Properties Company, a Texas
          corporation.
  “**Type**”
          shall mean, (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR
          Loan,
          (b) as to any Deposit L/C Loan or Incremental Deposit L/C Loan, its nature
          as an
          ABR Loan or a LIBOR Loan, and (c) as to Revolving Credit Loan, its nature
          as an
          ABR Loan or a LIBOR Loan.
  “**UCC**”
          shall mean the Uniform Commercial Code of the State of New York or the
          State of
          Texas, as applicable, or of any other state the laws of which are required
          to be
          applied in connection with the perfection of security interests in any
          Collateral.
  “**Unfunded
          Current Liability**” of any Plan shall mean the amount, if any, by which
          the Accumulated Benefit Obligation (as defined under Statement of Financial
          Accounting Standards No. 87 (“**SFAS 87**”)) under the Plan as of
          the close of its most recent plan year, determined in accordance with SFAS
          87 as
          in effect on the date hereof, exceeds the fair market value of the assets
          allocable thereto.
   -69-
  
  “**Unit**”
          shall mean an individual power plant generation system comprised of all
          necessary physically connected generators, reactors, boilers, combustion
          turbines and other prime movers operated together to independently generate
          electricity.
  “**Upside
          Amount**” shall mean an amount, as of any date of determination, equal to
          (a) the actual aggregate amount of interest, dividends, distributions and
          other
          earnings on the funds on deposit in the Deposit L/C Loan Collateral Account
          from
          the Closing Date through the date of determination (but only for the portion
          of
          such period during which amounts on deposit in the Deposit L/C Loan Collateral
          Account are not invested in Deposit L/C Permitted Investments), less (b)
          an amount of interest that would have accrued on the funds on deposit in
          the
          Deposit L/C Loan Collateral Account from the Closing Date through the date
          of
          determination (but only for the portion of such period during which amounts
          on
          deposit in the Deposit L/C Loan Collateral Account are not invested in
          Deposit
          L/C Permitted Investments) if such funds had earned a return equal to on
          the
          one-month LIBOR Rate (assuming successive one month Interest Periods for
          the
          applicable period) less 0.12% *per annum*, less (c) the aggregate
          amount of Upside Amount Payments made by the Borrower on or prior to such
          date.
  “**Upside
          Amount Payment**” shall have the meaning provided in Section
          3.9.
  “**Unpaid
          Drawing**” shall have the meaning provided in Section
          3.4(a).
  “**Unrestricted
          Cash**” shall mean, without duplication, (a) all cash and cash
          equivalents (in each case, free and clear of all Liens, other than nonconsensual
          Liens permitted by Section 10.2 and Liens permitted by
Sections 10.2(j) and(bb) and clauses (i) and
(ii) of Section 10.2(o))****included
          in the
          cash and cash equivalents accounts listed on the consolidated balance sheet
          of
          the Borrower and the Restricted Subsidiaries as at such date and (b) all margin
          deposits related to commodity positions listed as assets on the consolidated
          balance sheet of the Borrower and the Restricted Subsidiaries.
  “**Unrestricted
          Subsidiary**” shall mean (a) any Subsidiary of the Borrower that is
          formed or acquired after the Closing Date; provided that at such time (or
          promptly thereafter) the Borrower designates such Subsidiary an Unrestricted
          Subsidiary in a written notice to the Administrative Agent, (b) any Restricted
          Subsidiary subsequently designated as an Unrestricted Subsidiary by the
          Borrower
          in a written notice to the Administrative Agent; provided that in the
          case of (a) and (b), (x) such designationshall be deemed to be an
          Investment (or reduction in an outstanding Investment, in the case of a
          designation of an Unrestricted Subsidiary as a Restricted Subsidiary) on
          the
          date of such designation in an amount equal to the net book value of the
          investment therein and such designation shall be permitted only to the
          extent
          permitted under Section 10.5 on the date of such designation and (y) no
          Default or Event of Default would result from such designation after giving
          Pro
          Forma Effect thereto and (c) each Subsidiary of an Unrestricted
          Subsidiary.  No Subsidiary may be designated as an Unrestricted
          Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for
          the purpose of the Borrower Senior Documents or any Refinanced Bridge
          Indebtedness Documentation.  The Borrower may, by written notice to
          the Administrative Agent, re-designate any Unrestricted Subsidiary as a
          Restricted Subsidiary, and thereafter, such Subsidiary shall no longer
          constitute an Unrestricted Subsidiary, but only if (x) to the extent such
          Subsidiary has outstanding Indebtedness on the date of such designation,
          immediately after giving effect to such designation, the Borrower shall
          be in
          compliance, on a Pro Forma Basis, after giving effect to the incurrence
          of such
          Indebtedness, with the covenant set forth in Section 10.9 and (y) no
          Default or Event of Default would result from such re-designation.  On
          or promptly after the date of its formation, acquisition, designation or
          re-designation, as applicable, each Unrestricted Subsidiary (other than
          an
          Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered
          into a
          tax sharing agreement containing terms that, in the reasonable judgment
          of the
          Administrative Agent, provide for an appropriate allocation of tax liabilities
          and benefits.
   -70-
  
  “**US
          Holdings**” shall have the meaning provided in the preamble to this
          Agreement.
  “**U.S.
          Lender**” shall have the meaning provided in Section
          5.4(h).
  “**Voting
          Stock**” shall mean, with respect to any Person, such Person’s Stock or
          Stock Equivalents having the right to vote for the election of directors
          or
          other governing body of such Person under ordinary circumstances.
  “**Weekly
          Computation Date**” shall mean each Tuesday or, if such Tuesday is not a
          Business Day, the next succeeding Business Day.
  “**Weekly
          Interest Payment Date**” shall mean each Wednesday or, if such Wednesday
          is not a Business Day, the next succeeding Business Day.
  “**Wholly
          Owned**” shall mean, with respect to the ownership by a Person of a
          Subsidiary, that all of the Stock of such Subsidiary (other than directors’
qualifying shares or nominee or other similar shares required pursuant
          to
          Applicable Law) are owned by such Person or another Wholly Owned Subsidiary
          of
          such Person.
  1.2.           Other
          Interpretive Provisions
  .  With
          reference to this Agreement and each other Credit Document, unless otherwise
          specified herein or in such other Credit Document:
  (a)           The
          meanings of defined terms are equally applicable to the singular and plural
          forms of the defined terms.
  (b)           The
          words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import
          when used in any Credit Document shall refer to such Credit Document as
          a whole
          and not to any particular provision thereof.
  (c)           Article,
          Section, Exhibit and Schedule references are to the Credit Document in
          which
          such reference appears.
  (d)           The
          term “including” is by way of example and not limitation.
  (e)           The
          term “documents” includes any and all instruments, documents, agreements,
          certificates, notices, reports, financial statements and other writings,
          however
          evidenced, whether in physical or electronic form.
  (f)           In
          the computation of periods of time from a specified date to a later specified
          date, the word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”; and the word “through” means “to and
          including”.
  (g)           Section
          headings herein and in the other Credit Documents are included for convenience
          of reference only and shall not affect the interpretation of this Agreement
          or
          any other Credit Document.
  1.3.           Accounting
          Terms
  .
  (a)           All
          accounting terms not specifically or completely defined herein shall be
          construed in conformity with, and all financial data (including financial
          ratios
          and other financial calculations) required to be submitted pursuant to
          this
          Agreement shall be prepared in conformity with, GAAP.
   -71-
  
  (b)           Notwithstanding
          anything to the contrary herein, for purposes of determining compliance
          with any
          test or covenant contained in this Agreement with respect to any period
          during
          which any Specified Transaction occurs, the Consolidated Total Debt to
          Consolidated EBITDA Ratio, the Consolidated EBITDA to Consolidated Interest
          Expense Ratio and the Consolidated Secured Debt to Consolidated EBITDA
          Ratio
          shall each be calculated with respect to such period and such Specified
          Transaction on a Pro Forma Basis.
  1.4.           Rounding
  .  Any
          financial ratios required to be maintained by the Borrower pursuant to
          this
          Agreement (or required to be satisfied in order for a specific action to
          be
          permitted under this Agreement) shall be calculated by dividing the appropriate
          component by the other component, carrying the result to one place more
          than the
          number of places by which such ratio is expressed herein and rounding the
          result
          up or down to the nearest number (with a rounding-up if there is no nearest
          number).
  1.5.           References
          to Agreements, Laws, Etc.
  Unless
          otherwise expressly provided herein, (a) references to organizational documents,
          agreements (including the Credit Documents) and other Contractual Requirements
          shall be deemed to include all subsequent amendments, restatements, amendment
          and restatements, extensions, supplements and other modifications thereto,
          but
          only to the extent that such amendments, restatements, amendment and
          restatements, extensions, supplements and other modifications are permitted
          by
          any Credit Document; and (b) references to any Requirement of Law shall
          include all statutory and regulatory provisions consolidating, amending,
          replacing, supplementing or interpreting such Requirement of Law.
  1.6.           Times
          of Day
  .  Unless
          otherwise specified, all references herein to times of day shall be references
          to Eastern time (daylight or standard, as applicable).
  1.7.           Timing
          of Payment of Performance
  .  When
          the payment of any obligation or the performance of any covenant, duty
          or
          obligation is stated to be due or performance required on a day which is
          not a
          Business Day, the date of such payment (other than as described in the
          definition of Interest Period) or performance shall extend to the immediately
          succeeding Business Day.
  1.8.           Currency
          Equivalents Generally
  .  For
          purposes of determining compliance under Sections 10.4, 10.5 and
10.6 with respect to any amount denominated in any
          currency other than
          Dollars (other than with respect to (a) any amount derived from the financial
          statements of the Borrower and the Subsidiaries of the Borrower or (b)
          any
          Indebtedness denominated in a currency other than Dollars), such amount
          shall be
          deemed to equal the Dollar equivalent thereof based on the average Exchange
          Rate
          for such other currency for the most recent twelve-month period immediately
          prior to the date of determination determined in a manner consistent with
          that
          used in calculating Consolidated EBITDA for the related period.  For
          purposes of determining compliance with Sections 10.1, 10.2 and
10.5, with respect to any amount of Indebtedness in
          a currency other than
          Dollars, compliance will be determined at the time of incurrence or advancing
          thereof using the Dollar equivalent thereof at the Exchange Rate in effect
          at
          the time of such incurrence or advancement.
  1.9.           Classification
          of Loans, Posting Advances and Borrowings
  .  For
          purposes of this Agreement, Loans and Posting Advances may be classified
          and
          referred to by Class (e.g., a “Revolving Credit Loan”) or by Type (e.g.,
          a “LIBOR Loan”) or by Class and Type (e.g., a “LIBOR Revolving Credit
          Loan”). Borrowings also may be classified and referred to by Class (e.g.,
          a
“Revolving Credit Borrowing”) or by Type (e.g., a “LIBOR
          Borrowing”) or by Class and Type (e.g., a “LIBOR Revolving Credit
          Borrowing”).
  1.10.           Hedging
          Agreements
  .  For
          the avoidance of doubt, it is understood that the following Hedging Agreements
          and/or Commodity Hedging Agreements shall not be deemed speculative
          or
   -72-
  entered
          into for speculative purposes for any purpose of this Agreement:  (a)
          any Commodity Hedging Agreement intended, at inception of execution, to
          hedge or
          manage any of the risks related to existing and/or forecasted power generation
          or load of the Borrower or the Restricted Subsidiaries (whether owned or
          contracted) and (b) any Hedging Agreement intended, at inception of execution,
          (i) to hedge or manage the interest rate exposure associated with any debt
          securities, debt facilities or leases (existing or forecasted) of the Borrower
          or the Restricted Subsidiaries, (ii) for foreign exchange or currency exchange
          management, (iii) to manage commodity portfolio exposure associated with
          changes in interest rates or (iv) to hedge any exposure that the Borrower
          or the
          Restricted Subsidiaries may have to counterparties under other Hedging
          Agreements such that the combination of such Hedging Agreements is not
          speculative taken as a whole.
  SECTION
          2.                                Amount
          and Terms of Credit
  .
  2.1.           Commitments
  .
  (a)           Subject
          to and upon the terms and conditions herein set forth,
  (i)       each
          Lender having an Initial Tranche B-1 Term Loan Commitment severally, but
          not
          jointly, agrees to make a loan or loans (each, an “**Initial Tranche B-1
          Term Loan**” and, collectively, the “**Initial Tranche B-1 Term
          Loans**”) in Dollars on the Closing Date to the Borrower, which Initial
          Tranche B-1 Term Loans shall not exceed (A) for any such Lender the Initial
          Tranche B-1 Term Loan Commitment of such Lender and (B) in the aggregate,
          the
          Total Initial Tranche B-1 Term Loan Commitment;
  (ii)                  each
          Lender having an Initial Tranche B-2 Term Loan Commitment severally, but
          not
          jointly, agrees to make a loan or loans (each, an “Initial Tranche B-2 Term
          Loan” and, collectively, the “**Initial Tranche B-2 Term Loans**”)
          in Dollars on the Closing Date to the Borrower, which Initial Tranche B-2
          Term
          Loans shall not exceed (A) for any such Lender the Initial Tranche B-2
          Term Loan
          Commitment of such Lender and (B) in the aggregate, the Total Initial Tranche
          B-2 Term Loan Commitment;
  (iii)                  each
          Lender having an Initial Tranche B-3 Term Loan Commitment severally agrees,
          but
          not jointly, to make a loan or loans (each, an “**Initial Tranche B-3 Term
          Loan**” and, collectively, the “**Initial Tranche B-3 Term
          Loans**”) in Dollars on the Closing Date to the Borrower, which Initial
          Tranche B-3 Term Loans shall not exceed (A) for any such Lender the Initial
          Tranche B-3 Term Loan Commitment of such Lender and (B) in the aggregate,
          the
          Total Initial Tranche B-3 Term Loan Commitment.
  Such
          Initial Term Loans (i) shall be made on the Closing Date, (ii) may, at
          the
          option of the Borrower, be incurred and maintained as and/or converted
          into, ABR
          Loans or LIBOR Loans; provided that all such Initial Term Loans made by
          each of the Lenders pursuant to the same Borrowing shall, unless otherwise
          specifically provided herein, consist entirely of Initial Term Loans of
          the same
          Type, (iii) may be repaid or prepaid in accordance with the provisions
          hereof,
          but once repaid or prepaid may not be reborrowed, (iv) shall not exceed
          for any
          such Lender, the Initial Term Loan Commitment of such Lender and (v) shall
          not
          exceed, in the aggregate, the Total Initial Term Loan Commitments.
  (b)           Subject
          to and upon the terms and conditions herein set forth, each Lender having
          a
          Deposit L/C Loan Commitment severally, but not jointly, agrees to make
          a loan or
          loans (each, a “**Deposit L/C Loan**” and, collectively, the
“**Deposit L/C Loans**”) in Dollars on the Closing Date to
          the
          Borrower, which Deposit L/C Loans (i) shall not exceed, for any such Lender,
          the
          Deposit L/C Loan Commitment of such Lender, (ii) shall not exceed, in the
          aggregate, the Total Deposit L/C Loan Commitment,
   -73-
  (iii)
          shall be made on the Closing Date, (iv) may, at the option of the Borrower,
          be
          incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans;
          provided that all such Deposit L/C Loans made by each of the Lenders
          pursuant to the same Borrowing shall, unless otherwise specifically provided
          herein, consist entirely of Deposit L/C Loans of the same Type and (v)
          may be
          repaid or prepaid in accordance with the provisions hereof, but once repaid
          or
          prepaid may not be reborrowed.
  (c)           Subject
          to and upon the terms and conditions herein set forth, each Lender having
          a
          Delayed Draw Term Loan Commitment severally, but not jointly, agrees to
          make a
          loan or loans (each, a “**Delayed Draw Term Loan**” and,
          collectively, the “**Delayed Draw Term Loans**”) in Dollars to the
          Borrower from time to time on and after the Closing Date until, but not
          including, the Delayed Draw Term Loan Commitment Termination Date, which
          Delayed
          Draw Term Loans (i) shall not exceed, for any such Lender, the Available
          Delayed
          Draw Term Loan Commitment of such Lender, (ii) shall not exceed, in the
          aggregate, the Total Delayed Draw Term Loan Commitment, (iii) may, at the
          option
          of the Borrower, be incurred and maintained as, and/or converted into,
          ABR Loans
          or LIBOR Loans; provided that all such Delayed Draw Term Loans made by
          each of the Lenders pursuant to the same Borrowing shall, unless otherwise
          specifically provided herein, consist entirely of Delayed Draw Term Loans
          of the
          same Type and (iv) may be repaid or prepaid in accordance with the provisions
          hereof, but once repaid or prepaid may not be reborrowed.
  (d)           Subject
          to and upon the terms and conditions herein set forth, each Lender having
          a
          Revolving Credit Commitment severally, but not jointly, agrees to make
          a loan or
          loans (each a “**Revolving Credit Loan**” and, collectively, the
“**Revolving Credit Loans**”) in Dollars to the Borrower, which
          Revolving Credit Loans (A) shall be made at any time and from time to time
          on and after the Closing Date and prior to the Revolving Credit Termination
          Date, (B) may, at the option of the Borrower, be incurred and maintained
          as, and/or converted into, ABR Loans or LIBOR Loans; provided that all
          Revolving Credit Loans made by each of the Lenders pursuant to the same
          Borrowing shall, unless otherwise specifically provided herein, consist
          entirely
          of Revolving Credit Loans of the same Type, (C) may be repaid and
          reborrowed in accordance with the provisions hereof, (D) shall not, for
          any
          Lender at any time, after giving effect thereto and to the application
          of the
          proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time
          exceeding such Lender’s Revolving Credit Commitment at suchtime, (E) shall
          not, after giving effect thereto and to the application of the proceeds
          thereof,
          result at any time in the aggregate amount of the Lenders’ Revolving Credit
          Exposures at such time exceeding the Total Revolving Credit Commitment
          then in
          effect, and (F) shall not exceed $250,000,000 in Revolving Credit Loans
          in the
          aggregate on the Closing Date to fund the Merger Funds.
  (e)           (1)  Subject
          to and upon the terms and conditions herein set forth, the Swingline Lender
          in
          its individual capacity agrees, at any time and from time to time on and
          after
          the Closing Date and prior to the Swingline Maturity Date, to make a loan
          or
          loans (each a “**Swingline Loan**” and, collectively, the
“**Swingline Loans**”) in Dollars to the Borrower, which
          Swingline
          Loans (i) shall be ABR Loans, (ii) shall have the benefit of the
          provisions of Section 2.1(e)(ii), (iii) shall not exceed at any time
          outstanding the Swingline Commitment, (iv) shall not, after giving effect
          thereto and to the application of the proceeds thereof, result at any time
          in
          the aggregate amount of the Lenders’ Revolving Credit Exposures at such time
          exceeding the Total Revolving Credit Commitment then in effect and (v) may
          be repaid and reborrowed in accordance with the provisions
          hereof.  The Swingline Lender shall not make any Swingline Loan after
          receiving a written notice from the Borrower or the Required Lenders stating
          that a Default or Event of Default exists and is continuing until such
          time as
          the Swingline Lender shall have received written notice (i) of rescission
          of all such notices from the party or parties originally delivering such
          notice
          or (ii) of the waiver of such Default or Event of Default in accordance
          with the provisions of Section 13.1 or (iii) that such Default or
          Event of Default is no longer continuing.
   -74-
  
  (ii)           On
          any Business Day, the Swingline Lender may, in its sole discretion, give
          notice
          to the Revolving Credit Lenders, with a copy to the Borrower and the
          Administrative Agent, that all then-outstanding Swingline Loans shall be
          funded
          with a Borrowing of Revolving Credit Loans, in which case Revolving Credit
          Loans
          constituting ABR Loans (each such Borrowing, a “**Mandatory
          Borrowing**”) shall be made on the immediately succeeding Business Day by
          all Revolving Credit Lenders *pro**rata* based on each such
          Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall
          be applied directly to the Swingline Lender to repay the Swingline Lender
          for
          such outstanding Swingline Loans.  Each Revolving Credit Lender hereby
          irrevocably agrees to make such Revolving Credit Loans upon one Business
          Day’s
          notice pursuant to each Mandatory Borrowing in the amount and in the manner
          specified in the preceding sentence and on the date specified to it in
          writing
          by the Swingline Lender notwithstanding (i) that the amount of the Mandatory
          Borrowing may not comply with the minimum amount for each Borrowing specified
          in
Section 2.2, (ii) whether any conditions specified in Section 7
          are then satisfied, (iii) whether a Default or an Event of Default has
          occurred
          and is continuing, (iv) the date of such Mandatory Borrowing or (v) any
          reduction in the Total Revolving Credit Commitment after any such Swingline
          Loans were made.  In the event that, in the sole judgment of the
          Swingline Lender, any Mandatory Borrowing cannot for any reason be made
          on the
          date otherwise required above (including as a result of the commencement
          of a
          proceeding under the Bankruptcy Code in respect of the Borrower), each
          Revolving
          Credit Lender hereby agrees that it shall forthwith purchase from the Swingline
          Lender (without recourse or warranty) such participation of the outstanding
          Swingline Loans as shall be necessary to cause each such Lender to share
          in such
          Swingline Loans ratably based upon their respective Revolving Credit Commitment
          Percentages; provided that all principal and interest payable on such
          Swingline Loans shall be for the account of the Swingline Lender until
          the date
          the respective participation is purchased and, to the extent attributable
          to the
          purchased participation, shall be payable to the Lender purchasing same
          from and
          after such date of purchase.
  (iii)           Resignation
          of Swingline Lender.  The Swingline Lender may resign as Swingline
          Lender upon 60 days’ prior written notice to the Administrative Agent, the
          Lenders and the Borrower.  If the Swingline Lender shall resign, then
          the Borrower may appoint from among the Lenders a successor Swingline Lender,
          whereupon such successor Swingline Lender shall succeed to the rights,
          powers
          and duties of the replaced or resigning Swingline Lender under this Agreement
          and the otherCredit Documents, and the term “Swingline Lender” shall mean such
          successor or such new Swingline Lender effective upon such
          appointment.  The acceptance of any appointment as a Swingline Lender
          hereunder shall be evidenced by an agreement entered into by such successor,
          in
          a form satisfactory to the Borrower and the Administrative Agent.  If
          the Swingline Lender resigns as Swingline Lender, it shall retain all rights
          of
          the Swingline Lender provided for hereunder with respect to Swingline Loans
          made
          by it and outstanding as of the effective date of such resignation, including
          the right to require the Lenders to make Revolving Credit Loans and fund
          risk
          participations in outstanding Swingline Loans.
  (f)           Each
          Lender may at its option make any LIBOR Loan by causing any domestic or
          foreign
          branch or Affiliate of such Lender to make such Loan; provided that
          (A) any exercise of such option shall not affect the obligation of the
          Borrower to repay such Loan and (B) in exercising such option, such Lender
          shall use its reasonable efforts to minimize any increased costs to the
          Borrower
          resulting therefrom (which obligation of the Lender shall not require it
          to
          take, or refrain from taking, actions that it determines would result in
          increased costs for which it will not be compensated hereunder or that
          it
          determines would be otherwise disadvantageous to it and in the event of
          such
          request for costs for which compensation is provided under this Agreement,
          the
          provisions of Section 2.10 shall apply).
  2.2.           Minimum
          Amount of Each Borrowing; Maximum Number of Borrowings
  .  The
          aggregate principal amount of (i) each Borrowing of Loans (other than Swingline
          Loans and Posting Advances) shall be in a minimum amount of at least the
          Minimum
          Borrowing Amount for such Type of
   -75-
  Term
          Loans and in a multiple of $1,000,000 in excess thereof (except borrowings
          to
          repay Unpaid Drawings under Revolving Letters of Credit) and (ii) Swingline
          Loans shall be in a minimum amount of at least the Minimum Borrowing Amount
          for
          Swingline Loans and in a multiple of $100,000 in excess thereof (except
          Mandatory Borrowings).  More than one Borrowing may be incurred on any
          date; provided that at no time shall there be outstanding more than (i)
          25, in the case of Revolving Loans, (ii) five, in the case of Initial Term
          Loans, (iii) five, in the case of Delayed Draw Term Loans, and (iv) five,
          in the
          case of Deposit L/C Loans, Borrowings of LIBOR Loans under this
          Agreement.
  2.3.           Notice
          of Borrowing; Determination of Class of Loans
  .
  (a)           The
          Borrower shall give the Administrative Agent at the Administrative Agent’s
          Office (i) prior to 1:00 p.m. (New York City time) at least three Business
          Days’
prior written notice (or telephonic notice promptly confirmed in writing)
          of the
          Borrowing of Initial Term Loans if all or any of such Initial Term Loans
          are to
          be initially LIBOR Loans, and (ii) prior written notice (or telephonic
          notice
          promptly confirmed in writing) prior to 10:00 a.m. (New York City time)
          on the
          date of the Borrowing of Initial Term Loans if all or any of such Initial
          Term
          Loans are to be ABR Loans.  Such notice (together with each notice of
          a Borrowing of Deposit L/C Loans pursuant to Section 2.3(b), each notice
          of Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(c), each
          notice of Borrowing of Revolving Credit Loans pursuant to Section 2.3(d)
          and each notice of a Borrowing of Swingline Loans pursuant to Section
          2.3(e), each a “**Notice of Borrowing**”) shall specify (i) the
          aggregate principal amount of the Initial Term Loans to be made, (ii) the
          date
          of the Borrowing (which shall be the Closing Date) and (iii) whether the
          Initial
          Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Initial
          Term Loans are to include LIBOR Loans, the Interest Period to be initially
          applicable thereto.  The Administrative Agent shall promptly give each
          applicable Lender written notice (or telephonic notice promptly confirmed
          in
          writing) of the proposed Borrowing of Initial Term Loans, of such Lender’s
          proportionate share thereof and of the other matters covered by the related
          Notice of Borrowing.
  (b)           The
          Borrower shall give the Administrative Agent at the Administrative Agent’s
          Office (i) prior to 1:00 p.m. (New York City time) at least three Business
          Days’
prior written notice (or telephonic notice promptly confirmed in writing)
          of the
          Borrowing of Deposit L/C Loans if all or any of such Deposit L/C Loans
          are to be
          initially LIBOR Loans, and (ii) prior written notice (or telephonic notice
          promptly confirmed in writing) prior to 10:00 a.m. (New York City time)
          on the
          date of the Borrowing of Deposit L/C Loans if all or any of such Deposit
          L/C
          Loans are to be ABR Loans.  Such Notice of Borrowing shall specify (i)
          the aggregate principal amount of the Deposit L/C Loans to be made, (ii)
          the
          date of the Borrowing (which shall be the Closing Date) and (iii) whether
          the
          Deposit L/C Loans shall consist of ABR Loans and/or LIBOR Loans and, if
          the
          Deposit L/C Loans are to include LIBOR Loans, the Interest Period to be
          initially applicable thereto.  The Administrative Agent shall promptly
          give each applicable Lender written notice (or telephonic notice promptly
          confirmed in writing) of the proposed Borrowing of Deposit L/C Loans, of
          such
          Lender’s proportionate share thereof and of the other matters covered by the
          related Notice of Borrowing.
  (c)           Whenever
          the Borrower desires to borrow Delayed Draw Term Loans hereunder, it shall
          give
          the Administrative Agent at the Administrative Agent’s Office, (i) prior to 1:00
          p.m. (New York City time) at least three Business Days’ prior written notice (or
          telephonic notice promptly confirmed in writing) of each Borrowing of Delayed
          Draw Term Loans if all or any of such Delayed Draw Term Loans are to be
          initially LIBOR Loans, and (ii) prior to 1:00 p.m. (New York City time)
          at least
          one Business Day’s prior written notice (or telephonic notice promptly confirmed
          in writing) of each Borrowing of Delayed Draw Term Loans if all or any
          of such
          Delayed Draw Term Loans are to be ABR Loans (or prior to 10:00 a.m. (New
          York City time) on the date of Borrowing in the case of a Borrowing of
          Delayed
          Draw Term Loans to be made on the Closing Date initially as ABR
          Loans).  Each such Notice of
   -76-
  Borrowing
          shall specify (i) the aggregate principal amount of the Delayed Draw Term
          Loans
          to be made pursuant to such Borrowing, (ii) the date of Borrowing (which
          shall
          be a Business Day) and (iii) whether the Borrowing shall consist of ABR
          Loans or
          LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable
          thereto.  The Administrative Agent shall promptly give each applicable
          Lender written notice (or telephonic notice promptly confirmed in writing)
          of
          each proposed Borrowing of Delayed Draw Term Loans, of such Lender’s
          proportionate share thereof and of the other matters covered by the related
          Notice of Borrowing.
  (d)           Whenever
          the Borrower desires to incur Revolving Credit Loans (other than Mandatory
          Borrowings or borrowings to repay Unpaid Drawings under Revolving Letters
          of
          Credit), the Borrower shall give the Administrative Agent at the Administrative
          Agent’s Office, (i) prior to 1:00 p.m. (New York City time) at least three
          Business Days’ prior written notice (or telephonic notice promptly confirmed in
          writing) of each Borrowing of Revolving Credit Loans if all or any of such
          Revolving Credit Loans are to be initially LIBOR Loans and (ii) prior to
          1:00 p.m. (New York City time) at least one Business Day’s prior written notice
          (or telephonic notice promptly confirmed in writing) of each Borrowing
          of
          Revolving Credit Loans if all or any of such Revolving Credit Loans are
          to be
          ABR Loans.  Each such Notice of Borrowing shall specify (i) the
          aggregate principal amount of the Revolving Credit Loans to be made pursuant
          to
          such Borrowing, (ii) the date of the Borrowing (which shall be a Business
          Day)
          and (iii) whether the Borrowing shall consist of ABR Loans and/or LIBOR
          Loans and, if LIBOR Loans, the Interest Period to be initially applicable
          thereto.  The Administrative Agent shall promptly give each Revolving
          Credit Lender written notice (or telephonic notice promptly confirmed in
          writing) of each proposed Borrowing of Revolving Credit Loans, of such
          Lender’s
          Revolving Credit Commitment Percentage thereof and of the other matters
          covered
          by the related Notice of Borrowing.
  (e)           Whenever
          the Borrower desires to incur Swingline Loans hereunder, the Borrower shall
          give
          the Swingline Lender and the Administrative Agent written notice (or telephonic
          notice promptly confirmed in writing) of each Borrowing of Swingline Loans
          prior
          to 3:00 p.m. (New York City time) or such later time as may be agreed by
          the Swingline Lender on the date of such Borrowing.  Each such notice
          shall specify (i) the aggregate principal amount of the Swingline Loans
          to be
          made pursuant to such Borrowing and (ii) the date of Borrowing (which shall
          be a
          Business Day).  If necessary, the Administrative Agent shall promptly
          give the Swingline Lender written notice (or telephonic notice promptly
          confirmed in writing) of each proposed Borrowing of Swingline Loans and
          of the
          other matters covered by the related Notice of Borrowing.
  (f)           Mandatory
          Borrowings shall be made upon the notice specified in
Section 2.1(e)(ii), with the Borrower irrevocably agreeing, by its
          incurrence of any Swingline Loan, to the making of Mandatory Borrowings
          as set
          forth in such Section.
  (g)           Borrowings
          of Revolving Credit Loans to reimburse Unpaid Drawings under Revolving
          Letters
          of Credit shall be made upon the notice specified in
Section 3.4(a).
  (h)           Without
          in any way limiting the obligation of the Borrower to confirm in writing
          any
          notice it may give hereunder by telephone, the Administrative Agent may
          act
          prior to receipt of written confirmation without liability upon the basis
          of
          such telephonic notice believed by the Administrative Agent in good faith
          to be
          from an Authorized Officer of the Borrower.
  2.4.           Disbursement
          of Funds
  .
  (a)           No
          later than 2:00 p.m. (New York City time) on the date specified in each
          Notice of Borrowing (including Mandatory Borrowings and Borrowings of Revolving
          Credit Loans to reimburse Unpaid Drawings under Revolving Letters of Credit),
          each Lender will make available its *pro rata*
   -77-
  portion,
          if any, of each Borrowing requested to be made on such date in the manner
          provided below; provided that all Swingline Loans shall be made available
          in the full amount thereof by the Swingline Lender no later than 3:30 p.m.
          (New York City time) on the date requested; provided, further,
          that on the Closing Date, such funds may be made available at such earlier
          time
          as may be agreed among the Lenders, the Borrower and the Administrative
          Agent
          for the purpose of consummating the Transactions.
  (b)           Each
          Lender shall make available all amounts it is to fund to the Borrower under
          any
          Borrowing for its applicable Commitments in immediately available funds
          to the
          Administrative Agent at the Administrative Agent’s Office in Dollars, and the
          Administrative Agent will (except in the case of Mandatory Borrowings and
          Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under
          Revolving Letters of Credit) make available to the Borrower, by depositing
          to an
          account designated by the Borrower to the Administrative Agent the aggregate
          of
          the amounts so made available in Dollars.  Unless the Administrative
          Agent shall have been notified by any Lender prior to the date of any such
          Borrowing that such Lender does not intend to make available to the
          Administrative Agent its portion of the Borrowing or Borrowings to be made
          on
          such date, the Administrative Agent may assume that such Lender has made
          such
          amount available to the Administrative Agent on such date of Borrowing,
          and the
          Administrative Agent, in reliance upon such assumption, may (in its sole
          discretion and without any obligation to do so) make available to the Borrower
          a
          corresponding amount.  If such corresponding amount is not in fact
          made available to the Administrative Agent by such Lender and the Administrative
          Agent has made available such amount to the Borrower, the Administrative
          Agent
          shall be entitled to recover such corresponding amount from such
          Lender.  If such Lender does not pay such corresponding amount
          forthwith upon the Administrative Agent’s demand therefor the Administrative
          Agent shall promptly notify the Borrower and the Borrower shall immediately
          pay
          such corresponding amount to the Administrative Agent in Dollars.  The
          Administrative Agent shall also be entitled to recover from such Lender
          or the
          Borrower interest on such corresponding amount in respect of each day from
          the
          date such corresponding amount was made available by the Administrative
          Agent to
          the Borrower to the date such corresponding amount is recovered by the
          Administrative Agent, at a rate *per annum* equal to (i) if paid by such
          Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable
          rate of interest or fees, calculated in accordance with Section 2.8, for
          the respective Loans.
  (c)           Nothing
          in this Section 2.4 shall be deemed to relieve any Lender from its
          obligation to fulfill its commitments hereunder or to prejudice any rights
          that
          the Borrower may have against any Lender as a result of any default by
          such
          Lender hereunder (it being understood, however, that no Lender shall be
          responsible for the failure of any other Lender to fulfill its commitments
          hereunder).
  2.5.           Repayment
          of Loans; Evidence of Debt
  .
  (a)           The
          Borrower shall repay to the Administrative Agent, for the benefit of the
          applicable Lenders, (i) on the Initial Term Loan Maturity Date, the
          then-outstanding Initial Term Loans, (ii) on the Delayed Draw Term Loan
          Maturity
          Date, the then-outstanding Delayed Draw Term Loans, (iii) on the Deposit
          L/C
          Loan Maturity Date, the then-outstanding Deposit L/C Loans, (iv) on the
          relevant
          maturity date for any tranche of Incremental Term Loans, any then outstanding
          Incremental Term Loans of such tranche, (v) on the relevant maturity date
          for
          any tranche of Incremental Deposit L/C Loans, any then outstanding Incremental
          Deposit L/C Loans of such tranche, (vi) on the Revolving Credit Maturity
          Date,
          all then outstanding Revolving Credit Loans and (vii) on the Swingline
          Maturity
          Date, all then outstanding Swingline Loans.
  (b)           The
          Borrower shall repay to the Administrative Agent, in Dollars, (i) for the
          benefit of the Lenders of Initial Term Loans, on the last Business Day
          of each
          March, June, September and December commencing December 31, 2007 (each,
          an
“**Initial Term Loan Repayment Date**”), an
   -78-
  aggregate
          principal amount equal to 0.25% of the aggregate principal amount of all
          Initial
          Term Loans outstanding on the Closing Date (each, an “**Initial Term Loan
          Repayment Amount**”) (which payments shall be reduced as a result of
          prepayments to Initial Term Loans in accordance with Section 5.2(c)) and
          (ii) for the benefit of the Lenders of Delayed Draw Term Loans, on the
          last
          Business Day of each March, June, September and December commencing with
          the
          first such date to occur following the Delayed Draw Term Loan Commitment
          Termination Date (each, a “**Delayed Draw Term Loan Repayment
          Date**”), an aggregate principal amount equal to 0.25% of the aggregate
          principal amount of all Delayed Draw Term Loans outstanding on the Delayed
          Draw
          Term Loan Commitment Termination Date (each, a “**Delayed Draw Term Loan
          Repayment Amount**”) (which payments shall be reduced as a result of
          prepayments to Delayed Draw Term Loans in accordance with Section
          5.2(c)).
  (c)           In
          the event any Incremental Term Loans or Incremental Deposit L/C Loans are
          made,
          such Incremental Term Loans or Incremental Deposit L/C Loans, as applicable,
          shall be repaid in amounts and on dates as agreed between the Borrower
          and the
          relevant Lenders of such Incremental Term Loans or Incremental Deposit
          L/C
          Loans, subject to the requirements set forth in Section
          2.14.
  (d)           Each
          Lender shall maintain in accordance with its usual practice an account
          or
          accounts evidencing the indebtedness of the Borrower to the appropriate
          lending
          office of such Lender resulting from each Loan made by such lending office
          of
          such Lender from time to time, including the amounts of principal and interest
          payable and paid to such lending office of such Lender from time to time
          under
          this Agreement.
  (e)           The
          Administrative Agent shall maintain the Register pursuant to
Section 13.6(b), and a subaccount for each Lender, in which Register
          and subaccounts (taken together) shall be recorded (i) the amount of each
          Loan
          made hereunder, whether such Loan is an Initial Term Loan, a Delayed Draw
          Term
          Loan, an Incremental Term Loan (and the relevant tranche thereof), a Deposit
          L/C
          Loan, an Incremental Deposit L/C Loan (and the relevant tranche thereof),
          a
          Revolving Credit Loan or Swingline Loan, as applicable, the Type of each
          Loan
          made and the Interest Period applicable thereto, (ii) the amount of any
          principal or interest due and payable or to become due and payable from
          the
          Borrower to each Lender or the Swingline Lender hereunder and (iii) the
          amount
          of any sum received by the Administrative Agent hereunder from the Borrower
          and
          each Lender’s share thereof.
  (f)           The
          entries made in the Register and accounts and subaccounts maintained pursuant
          to
clauses (d) and (e) of this Section 2.5 shall, to the
          extent permitted by Applicable Law, be prima facie evidence of the existence
          and
          amounts of the obligations of the Borrower therein recorded; provided,
however, that the failure of any Lender or the Administrative
          Agent to
          maintain such account, such Register or such subaccount, as applicable,
          or any
          error therein, shall not in any manner affect the obligation of the Borrower
          to
          repay (with applicable interest) the Loans made to the Borrower by such
          Lender
          in accordance with the terms of this Agreement.
  2.6.           Conversions
          and Continuations
  .
  (a)           Subject
          to the penultimate sentence of this clause 1, (x) the Borrower shall have
          the option on any Business Day to convert all or a portion equal to at
          least the
          Minimum Borrowing Amount of the outstanding principal amount of Initial
          Term
          Loans, Delayed Draw Term Loans, Deposit L/C Loans, Incremental Term Loans,
          Incremental Deposit L/C Loans or Revolving Credit Loans of one Type into
          a
          Borrowing or Borrowings of another Type and (y) the Borrower shall have
          the
          option on any Business Day to continue the outstanding principal amount
          of any
          LIBOR Loans as LIBOR Loans for an additional Interest Period; provided
          that (i) no partial conversion of LIBOR Loans shall reduce the outstanding
          principal amount of LIBOR Loans made pursuant to a single Borrowing to less than
          the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into
          LIBOR
          Loans if a Default or Event
   -79-
  of
          Default is in existence on the date of the conversion and the Administrative
          Agent has or the Required Lenders have determined in its or their sole
          discretion not to permit such conversion, (iii) LIBOR Loans may not be
          continued as LIBOR Loans for an additional Interest Period if a Default
          or Event
          of Default is in existence on the date of the proposed continuation and
          the
          Administrative Agent has or the Required Lenders have determined in its
          or their
          sole discretion not to permit such continuation, (iv) Borrowings resulting
          from
          conversions pursuant to this Section 2.6 shall be limited in number as
          provided in Section 2.2 and (v) Swingline Loans may not be converted
          to LIBOR Loans.  Each such conversion or continuation shall be
          effected by the Borrower by giving the Administrative Agent at the
          Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least
          (i) three Business Days’, in the case of a continuation of, or conversion to,
          LIBOR Loans or (ii) one Business Day’s in the case of a conversion into ABR
          Loans, prior written notice (or telephonic notice promptly confirmed in
          writing)
          (each, a “**Notice of Conversion or Continuation**”) specifying the
          Loans to be so converted or continued, the Type of Loans to be converted
          into or
          continued and, if such Loans are to be converted into, or continued as,
          LIBOR
          Loans, the Interest Period to be initially applicable thereto (if no Interest
          Period is selected, the Borrower shall be deemed to have selected an Interest
          Period of one month’s duration).  The Administrative Agent shall give
          each applicable Lender notice as promptly as practicable of any such proposed
          conversion or continuation affecting any of its Loans.
  (b)           If
          any Default or Event of Default is in existence at the time of any proposed
          continuation of any LIBOR Loans and the Administrative Agent has or the
          Required
          Lenders have determined in its or their sole discretion not to permit such
          continuation, such LIBOR Loans shall be automatically converted on the
          last day
          of the current Interest Period into ABR Loans.  If upon the expiration
          of any Interest Period in respect of LIBOR Loans, the Borrower has failed
          to
          elect a new Interest Period to be applicable thereto as provided in
clause (a) above,the Borrower shall be deemed to
          have elected to convert such Borrowing of LIBOR Loans into a Borrowing
          of ABR
          Loans, effective as of the expiration date of such current Interest
          Period.
  (c)           Notwithstanding
          anything to the contrary herein, the Borrower may deliver a Notice of Conversion
          or Continuation pursuant to which the Borrower elects to irrevocably continue
          the outstanding principal amount of any Term Loans subject to an interest
          rate
          Hedging Agreement as LIBOR Loans for each Interest Period until the expiration
          of the term of such applicable Hedging Agreement.
  2.7.           Pro
          Rata**Borrowings
  .  Each
          Borrowing of Initial Term Loans under this Agreement shall be made by the
          Lenders *pro
          rata* on the basis of their then-applicable Initial Term Loan
          Commitments.  Each Borrowing of Delayed Draw Term Loans under this
          Agreement shall be made by the Lenders *pro rata*
          on
          the basis of their then-applicable Delayed Draw Term Loan
          Commitments.  Each Borrowing of Deposit L/C Loans under this Agreement
          shall be made by the Lenders *pro rata*
          on
          the basis of their then-applicable Deposit L/C Loan Commitments.  Each
          Borrowing of Revolving Credit Loans under this Agreement shall be made
          by the
          Lenders *pro rata* on the basis of their then applicable Revolving Credit
          Commitments.  It is understood that (a) no Lender shall be responsible
          for any default by any other Lender in its obligation to make Loans hereunder
          and that each Lender severally but not jointly shall be obligated to make
          the
          Loans provided to be made by it hereunder, regardless of the failure of
          any
          other Lender to fulfill its commitments hereunder and (b) failure by a
          Lender to
          perform any of its obligations under any of the Credit Documents shall
          not
          release any Person from performance of its obligation under any Credit
          Document.
  2.8.           Interest
  .
   -80-
  
  (a)           The
          unpaid principal amount of each ABR Loan shall bear interest from the date
          of
          the Borrowing thereof until maturity (whether by acceleration or otherwise)
          at a
          rate *per annum* that shall at all times be the Applicable ABR Margin
plus the ABR, in each case, in effect from time to time.
  (b)           The
          unpaid principal amount of each LIBOR Loan shall bear interest from the
          date of
          the Borrowing thereof until maturity thereof (whether by acceleration or
          otherwise) at a rate *per annum* that shall at all times be the
          Applicable LIBOR Margin plus the relevant LIBOR Rate, in each case in
          effect from time to time.
  (c)           The
          unpaid average amount of the Aggregate Posting Advances Outstanding during
          each
          Posting Interest Period shall bear interest from and including the first
          date of
          such period to but excluding the first date of the next succeeding Weekly
          Interest Period at a rate per annum that shall at all times be the relevant
          LIBOR Rate for such Posting Interest Period.
  (d)           If
          all or a portion of (i) the principal amount of any Loan or Posting Advance
          or (ii) any interest payable thereon or any other amount hereunder shall
          not be paid when due (whether at the stated maturity, by acceleration or
          otherwise), such overdue amount shall bear interest at a rate *per annum*
          (the “**Default Rate**”) that is (x) in the case of overdue
          principal, the rate that would otherwise be applicable thereto plus 2% or
          (y) in the case of any overdue interest or other amounts due hereunder, to
          the extent permitted by Applicable Law, the rate described in
Section 2.8(a) (or, in the case of the Posting Facility, the rate
          described in Section 2.8(c)) plus 2% from the date of such
          non-payment to the date on which such amount is paid in full (after as
          well as
          before judgment).
  (e)           Interest
          on each Loan and on each Posting Advance shall accrue from and including
          the
          date of any Borrowing to but excluding the date of any repayment thereof
          and
          shall (including Posting Advances) be payable in Dollars; provided that
          any Loan that is repaid on the same date on which it is made shall bear
          interest
          for one day.  Except as provided below, interest shall be payable (i)
          in respect of each ABR Loan, quarterly in arrears on the tenth Business
          Day
          following the end of each March, June, September and December, (ii) in
          respect
          of each LIBOR Loan, on the last day of each Interest Period applicable
          thereto
          and, in the case of an Interest Period in excess of three months, on each
          date
          occurring at three-month intervals after the first day of such Interest
          Period,
          (iii) in respect of each Loan, (A) on any prepayment; provided that
          interest on ABR Loans shall only become due pursuant to this subclause
          (A) if
          the aggregate principal amount of the ABR Loans then outstanding is repaid
          in
          full, (B) at maturity (whether by acceleration or otherwise) and (C) after
          such
          maturity, on demand, and (iv) in respect of each Posting Advance, on each
          Weekly
          Interest Payment Date to the Posting Agent, for the account of the relevant
          Posting Lenders, the amount of interest applicable to the Posting Interest
          Period ending on such Weekly Interest Payment Date as computed pursuant
          to
Section 2.8(c) of this Agreement; provided that, to the extent any
          such interest payment on any Posting Advance is subject to a netting and/or
          settlement agreement, such interest payment shall be applied, paid or otherwise
          netted and/or settled, on behalf of the Borrower, as required
          thereunder.
  (f)           All
          computations of interest hereunder shall be made in accordance with
Section 5.5.
  (g)           The
          Administrative Agent, upon determining the interest rate for any Borrowing
          of
          LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders
          thereof.  Each such determination shall, absent clearly demonstrable
          error, be final and conclusive and binding on all parties hereto.
  (h)           The
          Posting Agent, upon determining the LIBOR Rate for each Posting Interest
          Period,
          shall promptly notify the Borrower and the Posting Calculation Agent of
          such
          determination by
   -81-
  no
          later than 10:00 a.m. (New York City time) on the relevant Weekly Interest
          Payment Date.  Notice of such amount may be provided by email at the
          address set forth on Schedule 13.2.
  (i)           In
          the event that the Administrative Agent or the Borrower determine that
          any
          Section 9.1 Financials previously delivered were incorrect or inaccurate
          and
          such inaccuracy, if corrected, would have led to the application of a higher
          Applicable ABR Margin or Applicable LIBOR Margin for any period (an
“**Applicable Period**”) than the Applicable ABR Margin or
          Applicable LIBOR Margin applied for such Applicable Period, then (i) the
          Borrower shall as soon as practicable deliver to the Administrative Agent
          the
          correct Section 9.1 Financials for such Applicable Period, (ii) the Applicable
          ABR Margin or Applicable LIBOR Margin, as the case may be, shall be determined
          as if the pricing level for such higher Applicable ABR Margin or Applicable
          LIBOR Margin, as the case may be, were applicable for such Applicable Period,
          and (iii) the Borrower shall within 15 days after delivery of such financial
          statements pay to the Administrative Agent the accrued additional interest
          owing
          as a result of such increased Applicable ABR Margin or Applicable LIBOR
          Margin,
          as the case may be, for such Applicable Period, which payment shall be
          promptly
          applied by the Administrative Agent in accordance with this
          Agreement.  This Section 2.8(i) shall not limit the rights of
          the Administrative Agent and Lenders with respect to Section 2.8(d) and
Section 11.
  (j)           Within
          20 Business Days following the end of each March, June, September and December
          (commencing with December 31, 2007), (i) if the Shortfall Amount at the
          end of
          such month is positive, the Administrative Agent shall pay to the Borrower
          an
          amount equal to such Shortfall Amount and (ii) if the Shortfall Amount
          at the
          end of such month is negative, the Administrative Agent shall deliver notice
          to
          the Borrower of such Shortfall Amount and, within 10 Business Days of receipt
          of
          such notice, the Borrower shall pay to the Administrative Agent an amount
          equal
          to such Shortfall Amount (each such payment under clause (i) or (ii), a
          “**Shortfall Payment**”); provided that in no event shall the
          Borrower be obligated to make Shortfall Payments to the Administrative
          Agent
          that, in the aggregate, exceed the greater of (x) the aggregate amount
          of
          Shortfall Payments made by the Administrative Agent to the Borrower from
          the
          Closing Date through any such date of determination and (y) the Upside
          Amount as
          of the date of such determination (each such payment made pursuant to this
          clause (y) in excess of the amount in clause (x), an “**Upside Amount
          Payment**”).
  2.9.           Interest
          Periods
  .  At
          the time the Borrower gives a Notice of Borrowing or Notice of Conversion
          or
          Continuation in respect of the making of, or conversion into or continuation
          as,
          a Borrowing of LIBOR Loans in accordance with Section 2.6(a), the
          Borrower shall give the Administrative Agent written notice (or telephonic
          notice promptly confirmed in writing) of the Interest Period applicable
          to such
          Borrowing, which Interest Period shall, at the option of the Borrower be
          a one,
          two, three or six or (if available to all relevant Lenders participating
          in the
          relevant Credit Facility) a nine or twelve month period or a period of
          less than
          one month; provided that, notwithstanding the foregoing, the initial
          Interest Period beginning on the Closing Date may be for a period of less
          than
          one month if agreed upon by the Borrower and the Administrative
          Agent.
  Notwithstanding
          anything to the contrary contained above:
  (a)           the
          initial Interest Period for any Borrowing of LIBOR Loans shall commence
          on the
          date of such Borrowing (including the date of any conversion from a Borrowing
          of
          ABR Loans) and each Interest Period occurring thereafter in respect of
          such
          Borrowing shall commence on the day on which the next preceding Interest
          Period
          expires;
  (b)           if
          any Interest Period relating to a Borrowing of LIBOR Loans begins on the
          last
          Business Day of a calendar month or begins on a day for which there is
          no
          numerically corresponding day
   -82-
  in
          the calendar month at the end of such Interest Period, such Interest Period
          shall end on the last Business Day of the calendar month at the end of
          such
          Interest Period;
  (c)           if
          any Interest Period would otherwise expire on a day that is not a Business
          Day,
          such Interest Period shall expire on the next succeeding Business Day;
          provided that if any Interest Period in respect of a LIBOR Loan would
          otherwise expire on a day that is not a Business Day but is a day of the
          month
          after which no further Business Day occurs in such month, such Interest
          Period
          shall expire on the next preceding Business Day;
  (d)           the
          Borrower shall not be entitled to elect any Interest Period in respect
          of any
          LIBOR Loan if such Interest Period would extend beyond the applicable Maturity
          Date of such Loan; and
  (e)           Posting
          Interest Periods shall be governed by Section 14.
  2.10.           Increased
          Costs, Illegality, Etc.
  
  (a)           In
          the event that (x) in the case of clause (i) below, the
          Administrative Agent (or, in the case of the Posting Facility, the Posting
          Agent) or (y) in the case of clauses (ii) and (iii)
          below, any Lender shall have reasonably determined (which determination
          shall,
          absent clearly demonstrable error, be final and conclusive and binding
          upon all
          parties hereto):
  (i)       on
          any date for determining the LIBOR Rate for any Interest Period or on the
          date
          for determining the LIBOR Rate for any Posting Interest Period that (x) 
deposits in the principal amounts and currencies of the Loans or Posting
          Advances, as applicable, comprising such LIBOR Borrowing or Posting Advance,
          as
          the case may be, are not generally available in the relevant market or
          (y) by
          reason of any changes arising on or after the Closing Date affecting the
          interbank LIBOR market, adequate and fair means do not exist for ascertaining
          the applicable interest rate on the basis provided for in the definition
          of
          LIBOR Rate; or
  (ii)                  at
          any time, that such Lender shall incur increased costs or reductions in
          the
          amounts received or receivable hereunder with respect to any LIBOR Loans
          or with
          respect to any Posting Advances (other than any increase or reduction
          attributable to (i) Taxes indemnifiable under Section 5.4,
          (ii) net income taxes and franchise and excise taxes (imposed in lieu of
          net income taxes) imposed on any Agent or Lender or (iii) Taxes included
          under clauses (c) and (d) of the definition of “Excluded Taxes”)
          because of (x) any change since the date hereof in any Applicable Law (or
          in the
          interpretation or administration thereof and including the introduction
          of any
          new Applicable Law), such as, for example, without limitation, a change
          in
          official reserve requirements, and/or (y) other circumstances affecting
          the
          interbank LIBOR market or the position of such Lender in such market;
          or
  (iii)                  at
          any time, that the making or continuance of any LIBOR Loan or the making
          of any
          Posting Advance has become unlawful as a result of compliance by such Lender
          in
          good faith with any Applicable Law (or would conflict with any such Applicable
          Law not having the force of law even though the failure to comply therewith
          would not be unlawful), or has become impracticable as a result of a contingency
          occurring after the date hereof that materially and adversely affects the
          interbank LIBOR market;
  then,
          and in any such event, such Lender (or the Administrative Agent (or, in
          the case
          of the Posting Facility, the Posting Agent), in the case of
clause (i) above) shall within a reasonable time thereafter give
          notice (if by telephone, confirmed in writing) to the Borrower and to the
          Administrative Agent (or, in the case of the Posting Facility, the Posting
          Agent) of such determination (which notice the Administrative
   -83-
  Agent
          (or the Posting Agent, as applicable) shall promptly transmit to each of
          the
          other Lenders).  Thereafter (x) in the case of
clause (i) above, LIBOR Loans or Posting Advances, as applicable,
          shall no longer be available until such time as the Administrative Agent
          (or the
          Posting Agent, as applicable) notifies the Borrower and the Lenders that
          the
          circumstances giving rise to such notice by the Administrative Agent (or
          the
          Posting Agent, as applicable) no longer exist (which notice the Administrative
          Agent (or the Posting Agent, as applicable) agrees to give at such time
          when
          such circumstances no longer exist), and any Notice of Borrowing or Notice
          of
          Conversion given by the Borrower with respect to LIBOR Loans or any notice
          given
          by the Posting Calculation Agent with respect to any Posting Advances,
          that have
          not yet been incurred shall be deemed rescinded by the Borrower or the
          Posting
          Calculation Agent, as applicable, (y) in the case of
clause (ii) above, the Borrower shall pay to such Lender, promptly
          after receipt of written demand therefor such additional amounts (in the
          form of
          an increased rate of or a different method of calculating, interest or
          otherwise, as such Lender in its reasonable discretion shall determine)
          as shall
          be required to compensate such Lender for such increased costs or reductions
          in
          amounts receivable hereunder (it being agreed that a written notice as
          to the
          additional amounts owed to such Lender, showing in reasonable detail the
          basis
          for the calculation thereof, submitted to the Borrower by such Lender shall,
          absent clearly demonstrable error, be final and conclusive and binding
          upon all
          parties hereto) and (z) in the case of subclause (iii) above,
          the Borrower shall take one of the actions specified in
Section 2.10(b) as promptly as possible and, in any event, within
          the time period required by Applicable Law.
  (b)           At
          any time that any LIBOR Loan or any Posting Advance is affected by the
          circumstances described in Section 2.10(a)(ii) or (iii), the
          Borrower may (and in the case of a LIBOR Loan or a Posting Advance, as
          the case
          may be, affected pursuant to Section 2.10(a)(iii) shall) either (x) if
          the affected LIBOR Loan or the affected Posting Advance, as the case may
          be, is
          then being made pursuant to a Borrowing, cancel such Borrowing by giving
          the
          Administrative Agent (or the Posting Agent, as applicable) telephonic notice
          (confirmed promptly in writing) thereof on the same date that the Borrower
          was
          notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or
          (y) if the affected LIBOR Loan or the affected Posting Advance, as the case
          may be, is then outstanding, upon at least three Business Days’ notice to the
          Administrative Agent (or the Posting Agent, as applicable) require the
          affected
          Lender to convert each such LIBOR Loan or such Posting Advance, as the
          case may
          be, into an ABR Loan; provided that if more than one Lender is affected
          at any time, then all affected Lenders must be treated in the same manner
          pursuant to this Section 2.10(b).
  (c)           If,
          after the date hereof, any Change in Law relating to capital adequacy of
          any
          Lender or compliance by any Lender or its parent with any Change in Law
          relating
          to capital adequacy occurring after the date hereof, has or would have
          the
          effect of reducing the rate of return on such Lender’s or its parent’s or its
          Affiliate’s capital or assets as a consequence of such Lender’s commitments or
          obligations hereunder to a level below that which such Lender or its parent
          or
          its Affiliate could have achieved but for such Change in Law (taking into
          consideration such Lender’s or its parent’s policies with respect to capital
          adequacy), then from time to time, promptly after demand by such Lender
          (with a
          copy to the Administrative Agent (or with respect to the Posting Facility,
          the
          Posting Agent), the Borrower shall pay to such Lender such additional amount
          or
          amounts as will compensate such Lender or its parent for such reduction,
          it
          being understood and agreed, however, that a Lender shall not be entitled
          to
          such compensation as a result of such Lender’s compliance with, or pursuant to
          any request or directive to comply with, any Applicable Law as in effect
          on the
          date hereof.  Each Lender, upon determining in good faith that any
          additional amounts will be payable pursuant to this Section 2.10(c), will
          give prompt written notice thereof to the Borrower, which notice shall
          set forth
          in reasonable detail the basis of the calculation of such additional amounts,
          although the failure to give any such notice shall not, subject to
Section 2.13, release or diminish the Borrower’s obligations to pay
          additional amounts pursuant to this Section 2.10(c) upon receipt of
          such notice.
   -84-
  
  2.11.           Compensation
  .  If
          (i) any payment of principal of any LIBOR Loan is made by the Borrower
          to or for
          the account of a Lender other than on the last day of the Interest Period
          for
          such LIBOR Loan as a result of a payment or conversion pursuant to Section
          2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a
          result of acceleration of the maturity of the Loans pursuant to Section
          11 or for any other reason, (ii) any Borrowing of LIBOR Loans is not
          made as
          a result of a withdrawn Notice of Borrowing, (iii)  any ABR Loan is
          not converted into a LIBOR Loan as a result of a withdrawn Notice of Conversion
          or Continuation, (iv) any LIBOR Loan is not continued as a LIBOR Loan,
          as the
          case may be, as a result of a withdrawn Notice of Conversion or Continuation
          or
          (v) any prepayment of principal of any LIBOR Loan is not made as a result
          of a
          withdrawn notice of prepayment pursuant to Section 5.1 or
5.2, the Borrower shall, after receipt of a written request
          by such
          Lender (which request shall set forth in reasonable detail the basis for
          requesting such amount), pay to the Administrative Agent for the account
          of such
          Lender any amounts required to compensate such Lender for any additional
          losses,
          costs or expenses that such Lender may reasonably incur as a result of
          such
          payment, failure to convert, failure to continue or failure to prepay,
          including
          any loss, cost or expense (excluding loss of anticipated profits) actually
          incurred by reason of the liquidation or reemployment of deposits or other
          funds
          acquired by any Lender to fund or maintain such LIBOR Loan.  It is
          agreed and understood that the provisions of this Section 2.11 shall not
          apply
          to any Posting Advances.
  2.12.           Change
          of Lending Office
  .  Each
          Lender agrees that, upon the occurrence of any event giving rise to the
          operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b),
3.5 or 5.4 with respect to such Lender, it
          will, if requested by
          the Borrower use reasonable efforts (subject to overall policy considerations
          of
          such Lender) to designate another lending office for any Loans or any Posting
          Advances affected by such event; provided that such designation is made
          on such terms that such Lender and its lending office suffer no economic,
          legal
          or regulatory disadvantage, with the object of avoiding the consequence
          of the
          event giving rise to the operation of any such Section.  Nothing in
          this Section 2.12 shall affect or postpone any of the obligations of the
          Borrower or the right of any Lender provided in Section 2.10, 3.5
          or 5.4.
  2.13.           Notice
          of Certain Costs
  .  Notwithstanding
          anything in this Agreement to the contrary, to the extent any notice required
          by
Section 2.10, 2.11, 3.5 or 5.4 is given by any
          Lender more than 180 days after such Lender has knowledge (or should have
          had knowledge) of the occurrence of the event giving rise to the additional
          cost, reduction in amounts, loss, tax or other additional amounts described
          in
          such Sections, such Lender shall not be entitled to compensation under
          Section 2.10, 2.11, 3.5 or 5.4, as the case may
          be, for any such amounts incurred or accruing prior to the 181st day prior
          to
          the giving of such notice to the Borrower.
  2.14.           Incremental
          Facilities
  .
  (a)           The
          Borrower may, at any time or from time to time after the Closing Date,
          by notice
          to the Administrative Agent (whereupon the Administrative Agent shall promptly
          deliver a copy to each of the Lenders), request (i) one or more additional
          tranches of term loans (the “**Incremental Term Loans**”), (ii) one
          or more additional tranches of deposit l/c loans (the “**Incremental
          Deposit L/C Loans**”), (iii) one or more increases in the amount of the
          Revolving Credit Commitments (each such increase, an “**Incremental
          Revolving Commitment Increase**”) or (iv) one or more incremental
          commodity cash collateral posting facilities (each, an “**Incremental
          Posting Facility**”); provided that (A) both at the time of any
          such request and after giving effect to the effectiveness of any Incremental
          Amendment referred to below, no Default or Event of Default shall exist
          and at
          the time that any such Incremental Term Loan, Incremental Deposit L/C Loan,
          Incremental Revolving Commitment Increase or Incremental Posting Facility
          is
          made or effected (and after giving effect thereto), no Default or Event
          of
          Default shall exist and the conditions in Section 7.1 shall be
          satisfied and (B) the Borrower shall be in compliance with
   -85-
  the
          covenant set forth in Section 10.9 determined on a Pro Forma Basis as of
          the date of the making of such Incremental Term Loan, Incremental Deposit
          L/C
          Loans, Incremental Revolving Commitment Increase or the entering into such
          Incremental Posting Facility, as the case may be, and as of the last day
          of the
          most recent Test Period, in each case as if such Incremental Term Loans,
          Incremental Deposit L/C Loans, Incremental Revolving Credit Commitment
          Increase
          or Incremental Posting Facility, as applicable, had been outstanding on
          the last
          day of such Test Period for testing compliance therewith.
  (b)           Each
          tranche of Incremental Term Loans, each tranche of Incremental Deposit
          L/C Loans
          and each Incremental Revolving Commitment Increase shall be in an aggregate
          principal amount that is not less than $50,000,000 (provided that such
          amount may be less than $50,000,000 if such amount represents all remaining
          availability under the limit set forth in the next
          sentence).  Notwithstanding anything to the contrary herein, the
          aggregate amount of all Incremental Term Loans, Incremental Deposit L/C
          Loans
          and the Incremental Revolving Commitment Increases shall not exceed
          $2,000,000,000.
  (c)           The
          Incremental Term Loans (i) shall rank pari passu in right of payment and
          of
          security with the Revolving Credit Loans, the Initial Term Loans, the Delayed
          Draw Term Loans, the Posting Advances and the Deposit L/C Loans, (ii) shall
          not
          mature earlier than the Initial Term Loan Maturity Date, (iii) shall have
          interest rates and amortization schedules determined by the Borrower and
          the
          lenders thereof and (iv) may have terms and conditions different from those
          of
          the Initial Term Loans and the Delayed Draw Term Loans; provided that,
          except with respect to the differences set forth in clauses (ii) and
(iii) above, any differences must be reasonably acceptable to
          the
          Administrative Agent.
  (d)           The
          Incremental Deposit L/C Loans (i) shall rank pari passu in right of payment
          and
          of security with the Revolving Credit Loans, the Initial Term Loans, the
          Delayed
          Draw Term Loans, the Posting Advances and the Deposit L/C Loans, (ii) shall
          not
          mature earlier than the Deposit L/C Loan Maturity Date, (iii) shall have
          interest rates and amortization schedules determined by the Borrower and
          the
          lenders thereof and (iv) may have terms and conditions different from those
          of
          the Deposit L/C Loans; provided that, except with respect to the
          differences set forth in clauses (ii) and (iii) above, any
          differences must be reasonably acceptable to the Administrative
          Agent.
  (e)           Each
          Incremental Posting Facility shall rank pari passu in right of payment
          and of
          security with the Revolving Credit Loans, the Initial Term Loans, the Delayed
          Draw Term Loans, the Posting Advances and the Deposit L/C Loans.
  (f)           Each
          notice from the Borrower pursuant to this Section 2.14 shall set forth
          the requested amount and proposed terms of the relevant Incremental Term
          Loans,
          Incremental Deposit L/C Loans, Incremental Revolving Commitment Increases
          or
          Incremental Posting Facilities.  Incremental Term Loans and
          Incremental Deposit L/C Loans may be made, and Incremental Revolving Commitment
          Increases and Incremental Posting Facilities may be provided, by any existing
          Lender (it being understood that (i) no existing Lender will have an obligation
          to make a portion of any Incremental Term Loan, Incremental Deposit L/C
          Loan or
          any Incremental Posting Facility, (ii) no existing Lender with a Revolving
          Credit Commitment will have any obligation to provide a portion of any
          Incremental Revolving Commitment Increase and (iii) the Borrower shall
          have no
          obligation to offer any existing Lender the opportunity to provide any
          such
          Incremental Term Loans, Incremental Deposit L/C Loans, Incremental Revolving
          Credit Increases or Incremental Posting Facilities) or by any other bank
          or
          other financial institution (any such other bank or other financial institution
          being called an “**Additional Lender**”); provided that the
          Administrative Agent shall have consented (not to be unreasonably withheld)
          to
          such Lender’s or Additional Lender’s making such Incremental Term Loans,
          Incremental Deposit L/C Loans or providing
   -86-
  such
          Incremental Revolving Commitment Increases if such consent would be required
          under Section 13.6(b) for an assignment of Loans or Commitments, as
          applicable, to such Lender or Additional Lender.
  (g)           Commitments
          in respect of Incremental Term Loans, Incremental Deposit L/C Loans, Incremental
          Revolving Commitment Increases and Incremental Posting Facilities shall
          become
          Commitments (or in the case of an Incremental Revolving Commitment Increase
          to
          be provided by an existing Lender with a Revolving Credit Commitment, an
          increase in such Lender’s applicable Revolving Credit Commitment) under this
          Agreement pursuant to an amendment (an “**Incremental Amendment**”)
          to this Agreement (which shall be substantially in the form of Exhibit L
          to this Agreement) and, as appropriate, the other Credit Documents, executed
          by
          the Borrower, each Lender agreeing to provide such Commitment, if any,
          each
          Additional Lender, if any, except with respect to any Incremental Posting
          Facility, the Administrative Agent and, with respect to any Incremental
          Posting
          Facility, the relevant posting and calculation agents. The Incremental
          Amendment
          may, subject to Section 2.14(c), (d) or (e) as the case may
          be, without the consent of any other Lenders, effect such amendments to
          this
          Agreement and the other Credit Documents as may be necessary, in the reasonable
          opinion of the Administrative Agent and the Borrower, to effect the provisions
          of this Section. The effectiveness of any Incremental Amendment shall be
          subject
          to the satisfaction on the date hereof (each an “**Incremental Facility
          Closing Date**”) of the conditions in Section 7.1 and such
          other conditions as the parties thereto shall agree.  The Borrower may
          use the proceeds of the Incremental Term Loans, Incremental Deposit L/C
          Loans,
          Incremental Revolving Commitment Increases and Incremental Posting Facilities
          for any purpose not prohibited by this Agreement.
  (h)           No
          Lender shall be obligated to provide any Incremental Term Loans, Incremental
          Deposit L/C Loans, Incremental Revolving Commitment Increases or Incremental
          Posting Facilities, unless it so agrees and the Borrower shall not be obligated
          to offer any existing Lender the opportunity to provide any Incremental
          Term
          Loans, Incremental Deposit L/C Loans, Incremental Revolving Credit Increases
          or
          Incremental Posting Facilities.  Upon each increase in the Revolving
          Credit Commitments pursuant to this Section, each Lender with a Revolving
          Credit
          Commitment immediately prior to such increase will automatically and without
          further act be deemed to have assigned to each Lender providing a portion
          of the
          Incremental Revolving Commitment Increase (each an “**Incremental
          Revolving Commitment Increase Lender**”) in respect of such increase, and
          each such Incremental Revolving Commitment Increase Lender will automatically
          and without further act be deemed to have assumed, a portion of such Lender’s
          participations hereunder in outstanding Revolving Letters of Credit and
          Swingline Loans such that, after giving effect to each such deemed assignment
          and assumption of participations, the percentage of the aggregate outstanding
          (i) participations hereunder in Revolving Letters of Credit and
          (ii) participations hereunder in Swingline Loans held by each Lender with a
          Revolving Credit Commitment (including each such Incremental Revolving
          Commitment Increase Lender) will equal the percentage of the aggregate
          Revolving
          Credit Commitments of all Lenders represented by such Lender’s Revolving Credit
          Commitment.  If, on the date of such increase, there are any Revolving
          Credit Loans outstanding, such Revolving Credit Loans shall on or prior
          to the
          effectiveness of such Incremental Revolving Commitment Increase be prepaid
          from
          the proceeds of additional Revolving Credit Loans made hereunder (reflecting
          such increase in Revolving Credit Commitments), which prepayment shall
          be
          accompanied by accrued interest on the Revolving Credit Loans being prepaid
          and
          any costs incurred by any Lender in accordance with
Section 2.11.  The Administrative Agent and the Lenders
          hereby agree that the minimum borrowing, *pro rata* borrowing and *pro
          rata* payment requirements contained elsewhere in this Agreement shall
          not
          apply to the transactions effected pursuant to the immediately preceding
          sentence.
   -87-
  
  SECTION
          3.                                Letters
          of Credit
  .
  3.1.           Issuance
          of Letters of Credit
  .
  (a)           Revolving
          Letters of Credit.  (2)  Subject to and upon the terms
          and conditions herein set forth, at any time and from time to time on and
          after
          the Closing Date and prior to the Revolving L/C Maturity Date, each Revolving
          Letter of Credit Issuer agrees, in reliance upon the agreements of the
          Revolving
          Credit Lenders set forth in this Section 3, to issue upon the request of
          the Borrower and for the direct or indirect benefit of the Borrower and
          the
          Restricted Subsidiaries and for the direct or indirect benefit of the Parent
          and
          its other Subsidiaries (excluding the Oncor Subsidiaries) so long as the
          aggregate Stated Amount of all Letters of Credit issued for the Parent
          and its
          other Subsidiaries’ benefit does not exceed $250,000,000, a letter of credit or
          letters of credit (the “**Revolving Letters of Credit**” and each,
          a “**Revolving Letter of Credit**”) in such form and with such
          Issuer Documents as may be approved by the Revolving Letter of Credit Issuer
          in
          its reasonable discretion; provided that the Borrower shall be a
          co-applicant, and jointly and severally liable with respect to each Revolving
          Letter of Credit issued for the account of the Parent and its other
          Subsidiaries, US Holdings or a Restricted Subsidiary.
  (ii)           Notwithstanding
          the foregoing, (A) no Revolving Letter of Credit shall be issued the Stated
          Amount of which, when added to the Revolving Letters of Credit Outstanding
          at
          such time, would exceed the Revolving Letter of Credit Commitment then
          in
          effect; (B) no Revolving Letter of Credit shall be issued the Stated Amount
          of which would cause the aggregate amount of the Revolving Credit Exposures
          at
          such time to exceed the Total Revolving Credit Commitment then in effect;
          (C)
          each Revolving Letter of Credit shall have an expiration date occurring
          no later
          than the earlier of (x) one year after the date of issuance thereof, unless
          otherwise agreed upon by the Administrative Agent and the Revolving Letter
          of
          Credit Issuer, or as provided under Section 3.2(b) and (y) the Revolving
          L/C Maturity Date; (D) each Revolving Letter of Credit shall be denominated
          in Dollars; (E) no Revolving Letter of Credit shall be issued if it would
          be illegal under any Applicable Law for the beneficiary of the Revolving
          Letter
          of Credit to have a Revolving Letter of Credit issued in its favor; (F) no
          Revolving Letter of Credit shall be issued after the Revolving Letter of
          Credit
          Issuer  has received a written notice from the Borrower or the
          Administrative Agent or the Required Lenders stating that a Default or
          an Event
          of Default has occurred and is continuing until such time as the Revolving
          Letter of Credit Issuer shall have received a written notice (x) of
          rescission of such notice from the party or parties originally delivering
          such
          notice, (y) of the waiver of such Default or Event of Default in accordance
          with the provisions of Section 13.1 or (z) that such Default or
          Event of Default is no longer continuing; and (G) other than in the case
          of
          Existing Letters of Credit, no Revolving Letter of Credit shall be issued
          by a
          Revolving Letter of Credit Issuer the Stated Amount of which, when added
          to the
          Revolving Letters of Credit Outstandings with respect to such Revolving
          Letter
          of Credit Issuer, would exceed the Specified Revolving Letter of Credit
          Commitment of such Revolving Letter of Credit Issuer then in
          effect.
  (b)           Deposit
          Letters of Credit.  (3)  Subject to and upon the terms
          and conditions herein set forth, at any time and from time to time on and
          after
          the Closing Date and prior to the Deposit L/C Maturity Date, the Deposit
          Letter
          of Credit Issuer agrees to issue upon the request of and for the account
          of the
          Borrower and the Restricted Subsidiaries and for the direct or indirect
          benefit
          of the Parent and its other Subsidiaries (excluding the Oncor Subsidiaries)
          so
          long as the aggregate Stated Amount of all Letters of Credit issued for
          the
          Parent and its other Subsidiaries’ (excluding the Oncor Subsidiaries) benefit
          does not exceed $250,000,000, a letter of credit or letters of credit (the
          “**Deposit Letters of Credit**” and each a “**Deposit Letter
          of Credit**”) in such form and with such Issuer Documents as may be
          approved by the Deposit Letter of Credit Issuer in its reasonable discretion;
          provided that the Borrower shall be a co-applicant, and be jointly and
          severally liable, with respect to each Deposit Letter of Credit issued
          for the
          account of the Parent and its other Subsidiaries, US Holdings or a Restricted
          Subsidiary.
   -88-
  
  (ii)           Notwithstanding
          the foregoing, (A) no Deposit Letter of Credit shall be issued the Stated
          Amount
          of which, when added to the Deposit Letters of Credit Outstanding at such
          time,
          would exceed the Deposit L/C Loan Collateral Account Balance, (B) each
          Deposit
          Letter of Credit shall have an expiration date occurring no later than
          the
          earlier of (x) one year after the date of issuance thereof, unless otherwise
          agreed upon by the Administrative Agent and the Deposit Letter of Credit
          Issuer
          or as provided under Section 3.2(b) and (y) the Deposit L/C Maturity
          Date, (C) each Deposit Letter of Credit shall be denominated in Dollars,
          (D) no
          Deposit Letter of Credit shall be issued if it would be illegal under any
          Applicable Law for the beneficiary of the Deposit Letter of Credit to have
          a
          Deposit Letter of Credit issued in its favor, and (E) no Deposit Letter
          of
          Credit shall be issued after the Deposit Letter of Credit Issuer has received
          a
          written notice from the Borrower or the Administrative Agent or the Required
          Lenders stating that a Default or an Event of Default has occurred and
          is
          continuing until such time as the Deposit Letter of Credit Issuer shall
          have
          received a written notice (x) of rescission of such notice from the party
          or
          parties originally delivering such notice, (y) of the waiver of such Default
          or
          Event of Default in accordance with the provisions of Section 13.1 or (z)
          that such Default or Event of Default is no longer continuing.
  3.2.           Letter
          of Credit Requests
  .
  (a)           Whenever
          the Borrower desires that a Letter of Credit be issued, the Borrower shall
          give
          the Administrative Agent and the applicable Letter of Credit Issuer a Letter
          of
          Credit Request by no later than 1:00 p.m. (New York City time) at least two
          (or such lesser number as may be agreed upon by the Administrative Agent
          and
          such Letter of Credit Issuer) Business Days prior to the proposed date
          of
          issuance.  Each notice shall be executed by the Borrower, shall
          specify whether such Letter of Credit is to be a Revolving Letter of Credit
          or
          Deposit Letter of Credit and shall be in the form of Exhibit G, or
          such other form (including by electronic or fax transmission) as agreed
          between
          the Borrower, the Administrative Agent and the applicable Letter of Credit
          Issuer (each a “**Letter of Credit Request**”).
  (b)           If
          the Borrower so requests in any applicable Letter of Credit Request, any
          Letter
          of Credit Issuer may, in its sole and absolute discretion, agree to issue
          a
          Letter of Credit that has automatic extension provisions (each, an
“**Auto-Extension Letter of Credit**”); provided that any
          such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer
          to
          prevent any such extension at least once in each twelve-month period (commencing
          with the date of issuance of such Letter of Credit) by giving prior notice
          to
          the beneficiary thereof not later than a day (the “**Non-Extension Notice
          Date**”) in each such twelve-month period to be agreed upon at the time
          such Letter of Credit is issued.  Unless otherwise directed by a
          Letter of Credit Issuer, the Borrower shall not be required to make a specific
          request to such Letter of Credit Issuer for any such extension.  Once
          an Auto-Extension Letter of Credit has been issued, the Borrower and, in
          the
          case of Revolving Letters of Credit, the Revolving Credit Lenders shall
          be
          deemed to have authorized (but may not require) such Letter of Credit Issuer
          to
          permit the extension of such Letter of Credit at any time to an expiry
          date not
          later than, in the case of any Revolving Letter of Credit, the Revolving
          L/C
          Maturity Date, and in the case of any Deposit Letter of Credit, the Deposit
          L/C
          Maturity Date; provided, however, that such Letter of Credit
          Issuer shall not permit any such extension if (A) such Letter of Credit
          Issuer
          has determined that it would not be permitted, or would have no obligation,
          at
          such time to issue such Letter of Credit in its revised form (as extended)
          under
          the terms hereof (by reason of the provisions of clause (ii) of either
Sections 3.1(a) or (b), as applicable, or otherwise), or (B) it
          has received notice (which may be by telephone or in writing) on or before
          the
          day that is five Business Days before the Non-Extension Notice Date from
          the
          Administrative Agent or the Borrower that one or more of the applicable
          conditions specified in Section 7 are not then satisfied, and in each
          such case directing such Letter of Credit Issuer not to permit such
          extension.
   -89-
  
  (c)           Each
          Letter of Credit Issuer shall, at least once each week, provide the
          Administrative Agent a list of all Letters of Credit (including any Existing
          Letter of Credit) issued by it that are outstanding at such time and specifying
          whether such Letters of Credit are Revolving Letters of Credit or Deposit
          Letters of Credit; provided that upon written request from the
          Administrative Agent, such Letter of Credit Issuer shall thereafter notify
          the
          Administrative Agent in writing on each Business Day of all Letters of
          Credit
          issued on the prior Business Day by such Letter of Credit Issuer and specifying
          whether such Letters of Credit are Revolving Letters of Credit or Deposit
          Letters of Credit.
  (d)           The
          making of each Letter of Credit Request shall be deemed to be a representation
          and warranty by the Borrower that the Letter of Credit may be issued in
          accordance with, and will not violate the requirements of, Section
          3.1(a)(ii) or Section 3.1(b)(ii), as applicable.
  3.3.           Revolving
          Letter of Credit Participations
  .
  (a)           Immediately
          upon the issuance by the Revolving Letter of Credit Issuer of any Revolving
          Letter of Credit (and on the Closing Date in respect of Existing Letters
          of
          Credit denoted as “Revolving Letters of Credit” on Schedule 1.1(b)), the
          Revolving Letter of Credit Issuer shall be deemed to have sold and transferred
          to each Revolving Credit Lender (each such Revolving Credit Lender, in
          its
          capacity under this Section 3.3, a “**Revolving L/C
          Participant**”), and each such Revolving L/C Participant shall be deemed
          irrevocably and unconditionally to have purchased and received from the
          Revolving Letter of Credit Issuer, without recourse or warranty, an undivided
          interest and participation (each a “**Revolving L/C
          Participation**”), to the extent of such Revolving L/C Participant’s
          Revolving Credit Commitment Percentage, in each Revolving Letter of Credit,
          each
          substitute therefor, each drawing made thereunder and the obligations of
          the
          Borrower under this Agreement with respect thereto, and any security therefor
          or
          guaranty pertaining thereto.
  (b)           In
          determining whether to pay under any Revolving Letter of Credit, the Revolving
          Letter of Credit Issuer shall have no obligation relative to the Revolving
          L/C
          Participants other than to confirm that (i) any documents required to be
          delivered under such Revolving Letter of Credit have been delivered, (ii)
          the
          Revolving Letter of Credit Issuer has examined the documents with reasonable
          care and (iii) the documents appear to comply on their face with the
          requirements of such Revolving Letter of Credit.  Any action taken or
          omitted to be taken by the Revolving Letter of Credit Issuer under or in
          connection with any Revolving Letter of Credit issued by it, if taken or
          omitted
          in the absence of gross negligence or willful misconduct, shall not create
          for
          the Revolving Letter of Credit Issuer any resulting liability.
  (c)           Whenever
          the Revolving Letter of Credit Issuer receives a payment in respect of
          an unpaid
          reimbursement obligation as to which the Administrative Agent has received
          for
          the account of the Revolving Letter of Credit Issuer any payments from
          the
          Revolving L/C Participants, the Revolving Letter of Credit Issuer shall
          pay to
          the Administrative Agent and the Administrative Agent shall promptly pay
          to each
          Revolving L/C Participant that has paid its Revolving Credit Commitment
          Percentage of such reimbursement obligation, in Dollars and in immediately
          available funds, an amount equal to such Revolving L/C Participant’s share
          (based upon the proportionate aggregate amount originally funded by such
          Revolving L/C Participant to the aggregate amount funded by all Revolving
          L/C
          Participants) of the principal amount so paid in respect of such reimbursement
          obligation and interest thereon accruing after the purchase of the respective
          Revolving L/C Participations at the Overnight Rate.
  (d)           The
          obligations of the Revolving L/C Participants to make payments to the
          Administrative Agent for the account of the Revolving Letter of Credit
          Issuer
          with respect to Revolving Letters of Credit shall be irrevocable and not
          subject
          to counterclaim, set-off or other defense or any other
   -90-
  qualification
          or exception whatsoever and shall be made in accordance with the terms
          and
          conditions of this Agreement under all circumstances, including under any
          of the
          following circumstances:
  (i)       any
          lack of validity or enforceability of this Agreement or any of the other
          Credit
          Documents;
  (ii)                  the
          existence of any claim, set-off, defense or other right that the Borrower
          may
          have at any time against a beneficiary named in a Revolving Letter of Credit,
          any transferee of any Revolving Letter of Credit (or any Person for whom
          any
          such transferee may be acting), the Administrative Agent, the Revolving
          Letter
          of Credit Issuer, any Lender or other Person, whether in connection with
          this
          Agreement, any Revolving Letter of Credit, the transactions contemplated
          herein
          or any unrelated transactions (including any underlying transaction between
          the
          Borrower and the beneficiary named in any such Revolving Letter of
          Credit);
  (iii)                  any
          draft, certificate or any other document presented under any Revolving
          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;
  (iv)                  the
          surrender or impairment of any security for the performance or observance
          of any
          of the terms of any of the Credit Documents; or
  (v)                  the
          occurrence of any Default or Event of Default;
  provided,
          however, that no Revolving L/C Participant shall be obligated to pay to
          the Administrative Agent for the account of the Revolving Letter of Credit
          Issuer its Revolving Credit Commitment Percentage of any unreimbursed amount
          arising from any wrongful payment made by the Revolving Letter of Credit
          Issuer
          under a Revolving Letter of Credit as a result of acts or omissions constituting
          willful misconduct or gross negligence on the part of the Revolving Letter
          of
          Credit Issuer.
  3.4.           Agreement
          to Repay Letter of Credit Drawings
  .
  (a)           The
          Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer,
          by
          making payment in Dollars to the Administrative Agent in immediately available
          funds, for any payment or disbursement made by such Letter of Credit Issuer
          under any Letter of Credit (each such amount so paid until reimbursed,
          an
“**Unpaid Drawing**”) (i) within two Business Days of the date
          of such payment or disbursement, if such Letter of Credit Issuer provides
          notice
          to the Borrower of such payment or disbursement prior to 10:00 a.m.
          (New York City time) on such next succeeding Business Day from the date of
          such payment or disbursement or (ii) if such notice is received after such
          time,
          on the second Business Day following the date of receipt of such notice
          (such
          required date for reimbursement under clause (i) or (ii), as applicable,
          the
“**Reimbursement Date**”), with interest on the amount so paid or
          disbursed by such Letter of Credit Issuer, from and including the date
          of such
          payment or disbursement to but excluding the Reimbursement Date, at the
          per
          annum rate for each day equal to the Overnight Rate; provided that,
          notwithstanding anything contained in this Agreement to the contrary,
          (i) in the case of any Unpaid Drawings under any Revolving Letters of
          Credit, (A) unless the Borrower shall have notified the Administrative
          Agent and
          the relevant Letter of Credit Issuer prior to 10:00 a.m. (New York City
          time) on the Reimbursement Date that the Borrower intends to reimburse
          the
          relevant Letter of Credit Issuer for the amount of such drawing with funds
          other
          than the proceeds of Revolving Loans, the Borrower shall be deemed to have
          given
          a Notice of Borrowing requesting that, with respect to Revolving Letters
          of
          Credit, the Lenders with Revolving Credit Commitments make Revolving Credit
          Loans (which shall be ABR Loans) on the Reimbursement Date in the amount
          of such
          Unpaid Drawing and (B) the Administrative Agent shall promptly notify each
          Revolving Credit Lender of such drawing and the amount of its
          Revolving
   -91-
  Credit
          Loan to be made in respect thereof (without regard to the Minimum Borrowing
          Amount), and each Revolving L/C Participant shall be irrevocably obligated
          to
          make a Revolving Credit Loan to the Borrower in the manner deemed to have
          been
          requested in the amount of its Revolving Credit Commitment Percentage of
          the
          applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such
          Reimbursement Date by making the amount of such Revolving Credit Loan available
          to the Administrative Agent and the Administrative Agent shall use the
          proceeds
          of such Revolving Credit Loans solely for purpose of reimbursing the relevant
          Letter of Credit Issuer for the related Unpaid Drawing or (ii), in the
          case of
          any Unpaid Drawing under any Deposit Letter of Credit, unless the Borrower
          shall
          have notified the Administrative Agent and the relevant Letter of Credit
          Issuer
          prior to 10:00 a.m. (New York City time) on the Reimbursement Date that
          the
          Borrower intends to reimburse the relevant Letter of Credit Issuer for
          the
          amount of such drawing with its own funds, the Collateral Agent shall promptly
          cause the amounts on deposit in the Deposit L/C Loan Collateral Account
          to be
          applied to repay in full the amount of such Unpaid Drawing.
  In
          the event that the Borrower fails to Cash Collateralize any Revolving Letter
          of
          Credit that is outstanding on the Revolving Credit Termination Date, the
          full
          amount of the Revolving Letters of Credit Outstanding in respect of such
          Revolving Letter of Credit shall be deemed to be an Unpaid Drawing subject
          to
          the provisions of this Section 3.4 except that the Revolving Letter of
          Credit Issuer shall hold the proceeds received from the Lenders as contemplated
          above as cash collateral for such Revolving Letter of Credit to reimburse
          any
          Drawing under such Revolving Letter of Credit and shall use such proceeds
          first,
          to reimburse itself for any Drawings made in respect of such Revolving
          Letter of
          Credit following the Revolving L/C Maturity Date, second, to the extent
          such
          Revolving Letter of Credit expires or is returned undrawn while any such
          cash
          collateral remains, to the repayment of obligations in respect of any Revolving
          Credit Loans that have not been paid at such time and third, to the Borrower
          or
          as otherwise directed by a court of competent jurisdiction.
  (b)           The
          obligations of the Borrower under this Section 3.4 to reimburse the
          Letter of Credit Issuers with respect to Unpaid Drawings (including, in
          each
          case, interest thereon) shall be absolute and unconditional under any and
          all
          circumstances and irrespective of any set-off, counterclaim or defense
          to
          payment that the Borrower or any other Person may have or have had against
          any
          Letter of Credit Issuer, the Administrative Agent or any Lender (including
          in
          its capacity as a Revolving L/C Participant), including any defense based
          upon
          the failure of any drawing under a Letter of Credit (each a
“**Drawing**”) to conform to the terms of the Letter of Credit or
          any non-application or misapplication by the beneficiary of the proceeds
          of such
          Drawing; provided that the Borrower shall not be obligated to reimburse
          any Letter of Credit Issuer for any wrongful payment made by such Letter
          of
          Credit Issuer under the Letter of Credit issued by it as a result of acts
          or
          omissions constituting willful misconduct or gross negligence on the part
          of
          such Letter of Credit Issuer.
  3.5.           Increased
          Costs
  .  If
          after the date hereof, the adoption of any Applicable Law, or any change
          therein, or any change in the interpretation or administration thereof
          by any
          Governmental Authority, central bank or comparable agency charged with
          the
          interpretation or administration thereof, or actual compliance by a Letter
          of
          Credit Issuer or any Revolving L/C Participant with any request or directive
          made or adopted after the date hereof (whether or not having the force
          of law),
          by any such authority, central bank or comparable agency shall either (a)
          impose, modify or make applicable any reserve, deposit, capital adequacy
          or
          similar requirement against letters of credit issued by any Letter of Credit
          Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein,
          or (b) impose on any Letter of Credit Issuer or any Revolving L/C Participant
          any other conditions or liabilities affecting its obligations under this
          Agreement in respect of Letters of Credit or Revolving L/C Participations
          therein or any Letter of Credit or such Revolving L/C Participant’s Revolving
          L/C Participation therein, and the result of any of the foregoing is to
          increase
          the cost to such Letter of Credit Issuer or such Revolving L/C
          Partici
   -92-
  pant
          of issuing, maintaining or participating in any Letter of Credit, or to
          reduce
          the amount of any sum received or receivable by such Letter of Credit Issuer
          or
          such Revolving L/C Participant hereunder (other than any such increase
          or
          reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii)
          net income taxes and franchise and excise taxes (imposed in lieu of net
          income
          taxes) imposed on any Agent or Lender or (iii) Taxes described in clauses
          (c) and (d) of the definition of “Excluded Taxes”) in respect of
          Letters of Credit or Revolving L/C Participations therein, then, promptly
          after
          receipt of written demand to the Borrower by such Letter of Credit Issuer
          or
          such Revolving L/C Participant, as the case may be (a copy of which notice
          shall
          be sent by such Letter of Credit Issuer or such Revolving L/C Participant
          to the
          Administrative Agent), the Borrower shall pay to such Letter of Credit
          Issuer or
          such Revolving L/C Participant such additional amount or amounts as will
          compensate such Letter of Credit Issuer or such Revolving L/C Participant
          for
          such increased cost or reduction, it being understood and agreed, however,
          that
          any Letter of Credit Issuer or a Revolving L/C Participant shall not be
          entitled
          to such compensation as a result of such Person’s compliance with, or pursuant
          to any request or directive to comply with, any such Applicable Law as
          in effect
          on the date hereof.  A certificate submitted to the Borrower by the
          relevant Letter of Credit Issuer or a Revolving L/C Participant, as the
          case may
          be (a copy of which certificate shall be sent by such Letter of Credit
          Issuer or
          such Revolving L/C Participant to the Administrative Agent), setting forth
          in reasonable detail the basis for the determination of such additional
          amount
          or amounts necessary to compensate such Letter of Credit Issuer or such
          Revolving L/C Participant as aforesaid shall be conclusive and binding
          on the
          Borrower absent clearly demonstrable error.
  3.6.           New
          or Successor Letter of Credit Issuer
  .
  (a)           Any
          Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 30
          days’
prior written notice to the Administrative Agent, the Lenders and the
          Borrower.  The Borrower may add Revolving Letter of Credit Issuers
          and/or Deposit Letter of Credit Issuers at any time upon notice to the
          Administrative Agent.  If a Letter of Credit Issuer shall resign or be
          replaced, or if the Borrower shall decide to add a new Letter of Credit
          Issuer
          under this Agreement, then the Borrower may appoint from among the Lenders
          a
          successor issuer of Letters of Credit under the applicable Credit Facility
          or a
          new Letter of Credit Issuer under the applicable Credit Facility, as the
          case
          may be, or, with the consent of the Administrative Agent (such consent
          not to be
          unreasonably withheld), another successor or new issuer of Letters of Credit
          under the applicable Credit Facility, whereupon such successor issuer shall
          succeed to the rights, powers and duties of the replaced or resigning Letter
          of
          Credit Issuer under this Agreement and the other Credit Documents, or such
          new
          issuer of Letters of Credit shall be granted the rights, powers and duties
          of a
          Revolving Letter of Credit Issuer or Deposit Letter of Credit Issuer, as
          applicable, hereunder, and the term “Revolving Letter of Credit Issuer” or
“Deposit Letter of Credit Issuer”, as applicable, shall mean such successor or
          include such new issuer of Letters of Credit under the applicable Credit
          Facility effective upon such appointment.  At the time such
          resignation or replacement shall become effective, the Borrower shall pay
          to the
          resigning or replaced Letter of Credit Issuer all accrued and unpaid fees
          owing
          to such Letter of Credit Issuer pursuant to Section
          4.1(d).  The acceptance of any appointment as a Letter of Credit
          Issuer hereunder whether as a successor issuer or new issuer of Letters
          of
          Credit in accordance with this Agreement, shall be evidenced by an agreement
          entered into by such new or successor issuer of Letters of Credit, in a
          form
          satisfactory to the Borrower and the Administrative Agent and, from and
          after
          the effective date of such agreement, such new or successor issuer of Letters
          of
          Credit shall become a “Revolving Letter of Credit Issuer” or “Deposit Letter of
          Credit Issuer”, as applicable, hereunder.  After the resignation or
          replacement of a Letter of Credit Issuer hereunder, the resigning or replaced
          Letter of Credit Issuer shall remain a party hereto and shall continue
          to have
          all the rights and obligations of a Letter of Credit Issuer under this
          Agreement
          and the other Credit Documents with respect to Letters of Credit issued
          by it
          prior to such resignation or replacement, but shall not be required to
          issue
          additional Letters of Credit.  In connection with any resignation or
          replacement pursuant to this clause (a) (but, in case of any such
          resignation, only to the extent that a successor issuer of Letters of Credit
          shall
   -93-
  have
          been appointed), either (i) the Borrower, the resigning or replaced Letter
          of
          Credit Issuer and the successor issuer of Letters of Credit shall arrange
          to
          have any outstanding Letters of Credit issued by the resigning or replaced
          Letter of Credit Issuer replaced with Letters of Credit issued by the successor
          issuer of Letters of Credit or (ii) in the case of Revolving Letters of
          Credit,
          the Borrower shall cause the successor issuer of Revolving Letters of Credit,
          if
          such successor issuer is reasonably satisfactory to the replaced or resigning
          Revolving Letter of Credit Issuer, to issue “back-stop” Revolving Letters of
          Credit naming the resigning or replaced Revolving Letter of Credit Issuer
          as
          beneficiary for each outstanding Revolving Letter of Credit issued by the
          resigning or replaced Revolving Letter of Credit Issuer, which new Revolving
          Letters of Credit shall have a face amount equal to the Revolving Letters
          of
          Credit being back-stopped and the sole requirement for drawing on such
          new
          Revolving Letters of Credit shall be a drawing on the corresponding back-stopped
          Revolving Letters of Credit.  After any resigning or replaced Letter
          of Credit Issuer’s resignation or replacement as Letter of Credit Issuer, the
          provisions of this Agreement relating to a Letter of Credit Issuer shall
          inure
          to its benefit as to any actions taken or omitted to be taken by it (A)
          while it
          was a Letter of Credit Issuer under this Agreement or (B) at any time with
          respect to Letters of Credit issued by such Letter of Credit
          Issuer.
  (b)           To
          the extent that there are, at the time of any resignation or replacement
          as set
          forth in clause (a) above, any outstanding Letters of Credit, nothing
          herein shall be deemed to impact or impair any rights and obligations of
          any of
          the parties hereto with respect to such outstanding Letters of Credit
          (including, without limitation, any obligations related to the payment
          of Fees
          or the reimbursement or funding of amounts drawn), except that the Borrower,
          the
          resigning or replaced Letter of Credit Issuer and the successor issuer
          of
          Letters of Credit shall have the obligations regarding outstanding Letters
          of
          Credit described in clause (a) above.
  3.7.           Role
          of Letter of Credit Issuer
  .  Each
          Lender and the Borrower agree that, in paying any Drawing under a Letter
          of
          Credit, the relevant Letter of Credit Issuer shall not have any responsibility
          to obtain any document (other than any sight draft, certificates and documents
          expressly required by the Letter of Credit) or to ascertain or inquire
          as to the
          validity or accuracy of any such document or the authority of the Person
          executing or delivering any such document.  None of the Letter of
          Credit Issuers, the Administrative Agent, any of their respective affiliates
          nor
          any correspondent, participant or assignee of any Letter of Credit Issuer
          shall
          be liable to any Lender for (i) any action taken or omitted in connection
          herewith at the request or with the approval of the Required Lenders;
          (ii) any action taken or omitted in the absence of gross negligence or
          willful misconduct; or (iii) the due execution, effectiveness, validity or
          enforceability of any document or instrument related to any Letter of Credit
          or
          Issuer Document.  The Borrower hereby assumes all risks of the acts or
          omissions of any beneficiary or transferee with respect to its use of any
          Letter
          of Credit; provided that this assumption is not intended to, and shall
          not, preclude the Borrower’s pursuing such rights and remedies as it may have
          against the beneficiary or transferee at law or under any other
          agreement.  None of the Letter of Credit Issuers, the Administrative
          Agent, any of their respective affiliates nor any correspondent, participant
          or
          assignee of any Letter of Credit Issuer shall beliable or responsible for
          any of
          the matters described in Section 3.3(d); provided that anything in
          such Section to the contrary notwithstanding, the Borrower may have a claim
          against a Letter of Credit Issuer, and such Letter of Credit Issuer may
          be
          liable to the Borrower, to the extent, but only to the extent, of any direct,
          as
          opposed to consequential or exemplary, damages suffered by the Borrower
          which
          the Borrower proves were caused by such Letter of Credit Issuer’s willful
          misconduct or gross negligence or such Letter of Credit Issuer’s willful failure
          to pay under any Letter of Credit after the presentation to it by the
          beneficiary of a sight draft and certificate(s) strictly complying with
          the
          terms and conditions of a Letter of Credit.  In furtherance and not in
          limitation of the foregoing, each Letter of Credit Issuer may accept documents
          that appear on their face to be in order, without responsibility for further
          investigation, regardless of any notice or information to the contrary,
          and no
          Letter of Credit Issuer shall be responsible for the validity or sufficiency
          of
          any instrument transferring or assigning or purporting to transfer or assign
          a
          Let
   -94-
  ter
          of Credit or the rights or benefits thereunder or proceeds thereof, in
          whole or
          in part, which may prove to be invalid or ineffective for any
          reason.
  3.8.           Cash
          Collateral
  .
  (a)           Upon
          the request of the Required Lenders or the Administrative Agent if, as of
          the Revolving L/C Maturity Date, there are any Revolving Letters of Credit
          Outstanding, the Borrower shall immediately Cash Collateralize the then
          Revolving Letters of Credit Outstanding.
  (b)           If
          any Event of Default shall occur and be continuing, the Revolving Credit
          Lenders
          with Revolving Letter of Credit Exposure representing greater than 50%
          of the
          total Revolving Letter of Credit Exposure or the Administrative Agent may
          require that the Revolving L/C Obligations be Cash Collateralized.
  (c)           For
          purposes of this Section 3.8, Section 5.2(b) and Section
          11, “**Cash Collateralize**” means to pledge and deposit with
          or deliver to the Administrative Agent, for the benefit of the Revolving
          Letter
          of Credit Issuer and the Revolving Credit Lenders, as collateral for the
          Revolving L/C Obligations, cash or deposit account balances in an amount
          equal
          to 100% of the amount of the Revolving Letters of Credit Outstanding required
          to
          be Cash Collateralized pursuant to documentation in form and substance
          reasonably satisfactory to the Administrative Agent and the Revolving Letter
          of
          Credit Issuer (which documents are hereby consented to by the Revolving
          Credit
          Lenders).  Derivatives of such terms have corresponding
          meanings.  The Borrower hereby grants to the Administrative Agent, for
          the benefit of the Revolving Letter of Credit Issuer and the Revolving
          L/C
          Participants, a security interest in all such cash, deposit accounts and
          all
          balances therein and all proceeds of the documentation in form and substance
          reasonably satisfactory to the Administrative Agent and the Revolving Letters
          of
          Credit Issuer (which documents are hereby consented to by the Revolving
          Credit
          Lenders).  Such cash collateral shall be maintained in blocked,
          interest bearing deposit accounts established by and in the name of the
          Administrative Agent.
  3.9.           Deposit
          L/C Loan Collateral Account
  .  On
          the Closing Date, the Borrower shall establish the Deposit L/C Loan Collateral
          Account for the purpose of cash collateralizing the Borrower’s obligations to
          the Deposit Letter of Credit Issuer in respect of the Deposit Letters of
          Credit.  On the Closing Date, the proceeds of the Deposit L/C Loans,
          together with other funds (if any) provided by the Borrower, shall be deposited
          into the Deposit L/C Loan Collateral Account such that, and the Borrower
          agrees
          that at all times thereafter, and shall immediately cause additional funds
          to be
          deposited and held in the Deposit L/C Loan Collateral Account from time
          to time
          in order that, the Deposit L/C Loan Collateral Account Balance shall at
          least
          equal the Deposit Letters of Credit Outstanding.  The Borrower hereby
          grants to the Collateral Agent, for the benefit of the Deposit Letter of
          Credit
          Issuer, a security interest in the Deposit L/C Loan Collateral Account
          and all
          cash and balances therein and all proceeds of the foregoing, as security
          for the
          Deposit L/C Obligations (and, in addition, grants a security interest therein,
          for the benefit of the Secured Parties as collateral security for the
          Obligations; provided that amounts on deposit in the Deposit L/C Loan
          Collateral Account shall be applied, first, to repay the Deposit L/C Obligations
          and, then, all other Obligations).  Except as expressly provided
          herein or in any other Credit Document, no Person shall have the right
          to make
          any withdrawal from the Deposit L/C Loan Collateral Account or to exercise
          any
          right or power with respect thereto; provided that at any time the
          Borrower shall fail to reimburse any Deposit Letter of Credit Issuer for
          any
          Unpaid Drawing in accordance with Section 3.4(a), the Borrower hereby
          absolutely, unconditionally and irrevocably agrees that the Collateral
          Agent
          shall be entitled to instruct the depositary bank (the “**Depositary
          Bank**”) of the Deposit L/C Loan Collateral Account to withdraw therefrom
          and pay to the Administrative Agent for account of such Deposit Letter
          of Credit
          Issuer amounts equal to such Unpaid Drawings.  Amounts in the Deposit
          L/C Loan Collateral Ac
   -95-
  count
          shall be invested by the Depositary Bank in the manner as instructed by
          the
          Administrative Agent (and agreed to by the Depositary Bank).  To the
          extent amounts are invested in Deposit L/C Permitted Investments, the Borrower
          shall bear the risk of loss of principal with respect to any such
          investments.  To the extent amounts are invested in anything other
          than Deposit L/C Permitted Investments, the Administrative Agent shall
          bear the
          risk of loss of principal with respect to any such investments.  So
          long as no Event of Default shall have occurred and be continuing, upon
          at least
          three Business Days’ prior written notice to the Collateral Agent and the
          Administrative Agent, the Borrower may, at any time and from time to time,
          request release of and payment to the Borrower of (and the Collateral Agent
          hereby agrees to instruct the Depositary Bank to release and pay to the
          Borrower) any amounts on deposit in the Deposit L/C Loan Collateral Account
          in
          excess of the Deposit Letter of Credit Commitment (reduced by the aggregate
          amounts withdrawn by the Deposit Letter of Credit Issuer and not subsequently
          deposited by the Borrower), (provided that the Collateral Agent shall
          have received prior confirmation of the amount of such excess from the
          Administrative Agent).  In addition, the Collateral Agent hereby
          agrees to instruct the Depositary Bank to release and pay to the Borrower
          amounts (if any) remaining on deposit in the Deposit L/C Loan Collateral
          Account
          after the termination or cancellation of all Deposit Letters of Credit
          and the
          repayment in full of all outstanding Deposit L/C Loans and Deposit L/C
          Obligations.
  3.10.           Existing
          Letters of Credit
  .  Subject
          to the terms and conditions hereof, (a) each Existing Letter of Credit
          that is
          outstanding on the Closing Date, listed on Schedule 1.1(b) and denoted
          thereon as a “Deposit Letter of Credit” shall, effective as of the Closing Date
          and without any further action by the Borrower, be continued as a Deposit
          Letter
          of Credit hereunder and from and after the Closing Date shall be deemed
          a
          Deposit Letter of Credit for all purposes hereof and shall be subject to
          and
          governed by the terms and conditions hereof and (b) each Existing Letter
          of
          Credit that is outstanding on the Closing Date, listed on
Schedule 1.1(b) and denoted thereon as a “Revolving Letter of
          Credit” shall, effective as of the Closing Date and without any further action
          by the Borrower, be continued as a Revolving Letter of Credit hereunder
          and from
          and after the Closing Date shall be deemed a Revolving Letter of Credit
          for all
          purposes hereof and shall be subject to and governed by the terms and conditions
          hereof.
  3.11.           Applicability
          of ISP and UCP
  .  Unless
          otherwise expressly agreed by the relevant Letter of Credit Issuer and
          the
          Borrower when a Letter of Credit is issued (including any such agreement
          applicable to an Existing Letter of Credit), (i) the rules of the ISP shall
          apply to each Standby Letter of Credit, and (ii) the rules of the Uniform
          Customs and Practice for Documentary Credits, as most recently published
          by the
          International Chamber of Commerce at the time of issuance, shall apply
          to each
          Commercial Letter of Credit, and in each case to the extent not inconsistent
          with the above referred rules, the laws of the State of New York shall
          apply to each Letter of Credit.
  3.12.           Conflict
          with Issuer Documents
  .  In
          the event of any conflict between the terms hereof and the terms of any
          Issuer
          Document, the terms hereof shall control.
  3.13.           Letters
          of Credit Issued for Others
  .  Notwithstanding
          that a Letter of Credit issued or outstanding hereunder is in support of
          any
          obligations of, or is for the account of, the Parent or its other Subsidiaries,
          US Holdings or a Restricted Subsidiary, the Borrower shall be obligated
          to
          reimburse the relevant Letter of Credit Issuer hereunder for any and all
          drawings under such Letter of Credit.  The Borrower hereby
          acknowledges that the issuance of Letters of Credit for the account of
          the
          Parent or its other Subsidiaries, US Holdings or such Restricted Subsidiaries
          inures to the benefit of the Borrower, and that the Borrower’s business derives
          substantial benefits from the businesses of the Parent and its other
          Subsidiaries, US Holdings or such Restricted Subsidiaries.
  SECTION
          4.                                Fees;
          Commitments
  .
  4.1.           Fees
  .
   -96-
  
  (a)           The
          Borrower agrees to pay to the Administrative Agent in Dollars, for the
          account
          of each Revolving Credit Lender (in each case *pro rata* according to the
          respective Revolving Credit Commitments of all such Lenders), a commitment
          fee
          (the “**Revolving Credit Commitment Fee**”) for each day from the
          Closing Date to the Revolving Credit Termination Date.  Each Revolving
          Credit Commitment Fee shall be payable by the Borrower (x) quarterly in
          arrears on the tenth Business Day following the end of each March, June,
          September and December (for the three-month period (or portion thereof)
          ended on
          such day for which no payment has been received) and (y) on the Revolving
          Credit Termination Date (for the period ended on such date for which no
          payment
          has been received pursuant to clause (x) above), and shall be computed
          for each day during such period at a rate *per annum* equal to the
          applicable Revolving Credit Commitment Fee Rate in effect on such day on
          the
          applicable portion of the Available Revolving Commitment in effect on such
          day.
  (b)           The
          Borrower agrees to pay to the Administrative Agent in Dollars, for the
          account
          of each Lender with an Available Delayed Draw Term Loan Commitment, a commitment
          fee (the “**Delayed Draw Commitment Fee**”) for each day from the
          Closing Date to the Delayed Draw Term Loan Commitment Termination
          Date.  Each Delayed Draw Commitment Fee shall be payable (x) quarterly
          in arrears on the tenth Business Day following the end of each March, June,
          September and December (for the three-month period (or portion thereof)
          ended on
          such day for which no payment has been received) and (y) on the Delayed
          Draw
          Term Loan Commitment Termination Date (for the period ended on such date
          for
          which no payment has been received pursuant to clause (x) above), and
          shall be computed for each day during such period at a rate *per annum*
          equal to the Delayed Draw Commitment Fee Rate in effect on such day on
          the
          Available Delayed Draw Term Loan Commitment in effect on such day.
  (c)           The
          Borrower agrees to pay to the Administrative Agent in Dollars for the account
          of
          each Revolving Credit Lender *pro rata* on the basis of their respective
          Revolving Letter of Credit Exposure, a fee in respect of each Revolving
          Letter
          of Credit (the “**Revolving Letter of Credit Fee**”), for the
          period from the date of issuance of such Revolving Letter of Credit to
          the
          termination date of such Revolving Letter of Credit computed at the *per
          annum* rate for each day equal to the Applicable LIBOR Margin for Revolving
          Credit Loans minus the Fronting Fee on the average daily Stated Amount of
          such Revolving Letter of Credit.  Such Revolving Letter of Credit Fees
          shall be due and payable (x) quarterly in arrears on the tenth Business Day
          following the end of each March, June, September and December and (y) on
          the date upon which the Total Revolving Credit Commitment terminates and
          the
          Revolving Letters of Credit Outstanding shall have been reduced to
          zero.
  (d)           The
          Borrower agrees to pay to each Letter of Credit Issuer a fee in respect
          of each
          Letter of Credit issued by it (the “**Fronting Fee**”), for the
          period from the date of issuance of such Letter of Credit to the termination
          date of such Letter of Credit, computed at the rate for each day equal
          to 0.125%
*per annum* on the average daily Stated Amount of such Letter of Credit
          (or at such other rate perannum as agreed in writing between the Borrower
          and
          such Letter of Credit Issuer).  Such Fronting Fees shall be due and
          payable by the Borrower (x) quarterly in arrears on the tenth Business Day
          following the end of each March, June, September and December and (y) (1)
          in the case of Revolving Letters of Credit, on the date upon which the
          Total
          Revolving Credit Commitment terminates and the Revolving Letters of Credit
          Outstanding shall have been reduced to zero and (2) in the case of Deposit
          Letters of Credit, the Deposit L/C Loan Maturity Date or, if earlier, the
          date
          upon which the Deposit Letters of Credit Commitment terminates and the
          Deposit
          Letter of Credit Outstanding shall have been reduced to zero.
  (e)           The
          Borrower agrees to pay directly to the Letter of Credit Issuer upon each
          issuance of, drawing under, and/or amendment of, a Letter of Credit issued
          by it
          such amount as the Letter of Credit Issuer and the Borrower shall have
          agreed
          upon for issuances of, drawings under or amendments of, letters of credit
          issued
          by it.
   -97-
  
  (f)           The
          Borrower agrees to pay to the Posting Lead Arranger and Bookrunner in Dollars,
          the Maintenance Fee (as provided in, and at the times set forth in, the
          Posting
          Facility Fee Letter and this Agreement) for the period from and including
          the
          Closing Date to the Posting Facility Termination Date.
  (g)           The
          Borrower agrees to pay directly to the Administrative Agent for its own
          account
          the administrative agent fees as set forth in the Fee Letter.
  (h)           Notwithstanding
          the foregoing, the Borrower shall not be obligated to pay any amounts to
          any
          Defaulting Lender pursuant to this Section 4.1.
  4.2.           Voluntary
          Reduction of Revolving Credit Commitments; Delayed Draw Term Loan Commitments;
          and Revolving Letter of Credit Commitments
  .
  (a)           Upon
          at least one Business Day’s prior written notice (or telephonic notice promptly
          confirmed in writing) to the Administrative Agent at the Administrative
          Agent’s
          Office (which notice the Administrative Agent shall promptly transmit to
          each of
          the Revolving Credit Lenders), the Borrower shall have the right, without
          premium or penalty, on any day, permanently to terminate or reduce the
          Revolving
          Credit Commitments in whole or in part; provided that (a) any such
          reduction shall apply proportionately and permanently to reduce the Revolving
          Credit Commitments, as applicable, of each of the Revolving Credit Lenders,
          (b) any partial reduction pursuant to this Section 4.2 shall be in
          the amount of at least the Minimum Borrowing Amount and (c) after giving
          effect to such termination or reduction and to any prepayments of the Revolving
          Credit Loans or cancellation or Cash Collateralization of Revolving Letters
          of
          Credit made on the date thereof in accordance with this Agreement (including
          pursuant to Section 5.2(b)), the aggregate amount of the Revolving Credit
          Lenders’ Revolving Credit Exposures shall not exceed the Total Revolving Credit
          Commitment.
  (b)           Upon
          at least one Business Day’s prior written notice (or telephonic notice promptly
          confirmed in writing) to the Administrative Agent at the Administrative
          Agent’s
          Office (which notice the Administrative Agent shall promptly transmit to
          each of
          the Lenders holding Delayed Draw Term Loan Commitments), the Borrower shall
          have
          the right, without premium or penalty, on any day, permanently to terminate
          or
          reduce the Delayed Draw Term Loan Commitments in whole or in part;
provided that (a) any such reduction shall apply proportionately and
          permanently to reduce the Delayed Draw Term Loan Commitment of each of
          the
          Lenders and (b) any partial reduction pursuant to this Section 4.2 shall
          be in the amount of at least the Minimum Borrowing Amount.
  (c)           Upon
          at least one Business Day’s prior written notice (or telephonic notice promptly
          confirmed in writing) to the Administrative Agent and the Revolving Letter
          of
          Credit Issuer (which notice the Administrative Agent shall promptly transmit
          to
          each of the Revolving Credit Lenders), the Borrower shall have the right,
          without premium or penalty, on any day, permanently to terminate or reduce
          the
          Revolving Letter of Credit Commitment in whole or in part; provided that,
          after giving effect to such termination or reduction, (i) the Revolving
          Letters of Credit Outstanding shall not exceed the Revolving Letter of
          Credit
          Commitment and (ii) the Revolving Letters of Credit Outstanding (other
          than with
          respect to Existing Letters of Credit) with respect to each Revolving Letter
          of
          Credit Issuer shall not exceed the Revolving Letter of Credit Commitment
          of such
          Revolving Letter of Credit Issuer.
  4.3.           Mandatory
          Termination of Commitments
  .
  (a)           The
          Total Initial Term Loan Commitment shall terminate on the earlier of
          (i) 5:00 p.m. (New York City time) on July 10, 2008 and
          (ii) 5:00 p.m. (New York time) upon the making of the Initial
          Term Loans on the Closing Date.
   -98-
  
  (b)           The
          Total Deposit L/C Loan Commitment shall terminate on the earlier of
          (i) 5:00 p.m. (New York City time) on July 10, 2008 and
          (ii) 5:00 p.m. (New York time) upon the making of the Deposit L/C
          Loans on the Closing Date.
  (c)           The
          Total Delayed Draw Term Loan Commitment shall terminate at 5:00 p.m. (New
          York time) on the Delayed Draw Term Loan Commitment Termination
          Date.
  (d)           The
          Total Revolving Credit Commitment shall terminate at 5:00 p.m. (New York
          time) on the Revolving Credit Maturity Date.
  (e)           The
          Swingline Commitment shall terminate at 5:00 p.m. (New York time) on
          the Swingline Maturity Date.
  (f)           The
          Incremental Term Loan Commitment for any tranche shall, unless otherwise
          provided in the documentation governing such Incremental Term Loan Commitment,
          terminate at 5:00 p.m. (New York City time) upon the making of the
          Incremental Term Loans for such tranche on the Incremental Facility Closing
          Date
          for such tranche.
  (g)           The
          Incremental Deposit L/C Loan Commitment for any tranche shall, unless otherwise
          provided in the documentation governing such Incremental Deposit L/C Loan
          Commitment, terminate at 5:00 p.m. (New York City time) upon the making
          of the
          Incremental Deposit L/C Loans for such tranche on the Incremental Facility
          Closing Date for such tranche.
  SECTION
          5.                                Payments
  .
  5.1.           Voluntary
          Prepayments
  .  ii)  The
          Borrower shall have the right to prepay Term Loans, Deposit L/C Loans,
          Incremental Deposit L/C Loans, Revolving Credit Loans and Swingline Loans,
          without premium or penalty, subject to Sections 5.1(b) and 5.1(c),
          in whole or in part, from time to time on the following terms and
          conditions:  (a) the Borrower shall give the Administrative Agent at
          the Administrative Agent’s Office written notice (or telephonic notice promptly
          confirmed in writing) of its intent to make such prepayment, the amount
          of such
          prepayment and, in the case of LIBOR Loans, the specific Borrowing(s) pursuant
          to which made, which notice shall be given by the Borrower no later than
          (i) in
          the case of Term Loans, Deposit L/C Loans, Incremental Deposit L/C Loans
          or
          Revolving Credit Loans, 1:00 p.m. (New York City time) (x) one Business
          Day
          prior to (in the case of ABR Loans) or (y) three Business Days prior to
          (in the
          case of LIBOR Loans), or (ii) in the case of Swingline Loans, 1:00 p.m.
          (New
          York City time), the date of such prepayment and shall promptly be transmitted
          by the Administrative Agent to each of the relevant Lenders or the Swingline
          Lender, as the case may be, (b) each partial prepayment of any Borrowing
          of Term
          Loans, Deposit L/C Loans, Incremental Deposit L/C Loans or Revolving Credit
          Loans shall be in a multiple of $1,000,000 and in an aggregate principal
          amount
          of at least $5,000,000 and each partial prepayment of Swingline Loans shall
          be
          in a multiple of $100,000 and in an aggregate principal amount of at least
          $500,000; provided that no partial prepayment of LIBOR Loans made
          pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans
          made
          pursuant to such Borrowing to an amount less than the Minimum Borrowing
          Amount
          for LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this
          Section 5.1 on any day other than the last day of an Interest Period
          applicable thereto shall be subject to compliance by the Borrower with
          the
          applicable provisions of Section 2.11.  Each prepayment in
          respect of any tranche of Term Loans pursuant to this Section 5.1 shall
          be (a) applied to the Class or Classes of Term Loans in such manner as
          the
          Borrower may determine and (b) applied to reduce Initial Term Loan Repayment
          Amounts, Delayed Draw Term Loan Repayment Amounts and/or Incremental Term
          Loan
          Repayment Amounts, as the case may be, in each case in such order as the
          Borrower may determine.  All prepayments under this Section 5.1
          shall also be subject to the provisions of Section 5.2(d) or (e),
          as applicable.  At the Borrower’s election in connection with any
          pre
   -99-
  payment
          pursuant to this Section 5.1, such prepayment shall not be applied to any
          Loan of a Defaulting Lender.
  (b)           In
          the event that the Initial Tranche B-3 Term Loans are repaid (the
“**Repaid****Tranche B-3 Loans**”) prior to the date
          which is 3 years following the Closing Date in whole or in part (other
          than
          pursuant to Section 5.2(a)(ii)), the Borrower shall pay to Term Lenders
          having such Repaid Tranche B-3 Loans, the Applicable Premium as of the
          date of
          such prepayment; provided that prior to the date which is 3 years
          following the Closing Date, the Borrower may, at its option, on one or
          more
          occasions repay up to 35% of the aggregate principal amount of the Initial
          Tranche B-3 Term Loans subject to a prepayment premium on the principal
          amount
          of Initial Tranche B-3 Term Loans being prepaid equal to the LIBOR Rate
          for an
          interest period of three months plus the Applicable LIBOR Margin in
          effect on such date, plus accrued and unpaid interest thereon to the date
          of such repayment, with the net cash proceeds of one or more Equity Offerings;
          provided that (i) that at least 50% of the sum of the original aggregate
          principal amount of Initial Tranche B-3 Term Loans remains outstanding
          immediately after the occurrence of each such repayment and (ii) that each
          such
          repayment occurs within 90 days of the date of closing of each such Equity
          Offering.
  (c)           In
          the event that, prior to the date which is 3 years following the Closing
          Date,
          there shall occur any amendment, amendment and restatement or other modification
          of this Agreement which reduces the Applicable ABR Margin or the Applicable
          LIBOR Margin with respect to the Initial Tranche B-2 Term Loans or any
          prepayment or refinancing of the Initial Tranche B-2 Term Loans with proceeds
          of
          new term loans having lower applicable margins or applicable yield (after
          giving
          effect to any premiums paid on such new term loans) than the Applicable
          ABR
          Margin or the Applicable LIBOR Margin for the Initial Tranche B-2 Term
          Loans as
          of the Closing Date, each such amendment, amendment and restatement,
          modification, prepayment or refinancing, as the case may be, shall be
          accompanied by a fee or prepayment premium, as applicable, equal to (i)
          3%, if
          such amendment, amendment and restatement, modification, prepayment or
          refinancing, as the case may be, occurs after the Closing Date but prior
          to the
          first anniversary of the Closing Date, (ii) 2%, if such amendment, amendment
          and
          restatement, modification, prepayment or refinancing, as the case may be,
          occurs
          on or after the first anniversary of the Closing Date but prior to the
          second
          anniversary of the Closing Date and (iii) 1%, if such amendment, amendment
          and
          restatement, modification, prepayment or refinancing, as the case may be,
          occurs
          on or after the second anniversary of the Closing Date but prior to the
          third
          anniversary of the Closing Date.  As a condition to effectiveness of
          any assignment pursuant to Section 13.7(b) in respect of any amendment,
          amendment and restatement or modification to this Agreement effective prior
          to
          the third anniversary of the ClosingDate that has the effect of reducing
          the
          Applicable ABR Margin or Applicable LIBOR Margin for the Initial Tranche
          B-2
          Term Loans from the Applicable ABR Margin or Applicable LIBOR Margin in
          effect
          on the Closing Date, the Borrower shall pay to such Non-Consenting Lender
          of
          Initial Tranche B-2 Term Loans a premium equal to the premium that would
          apply
          if such Non-Consenting Lender’s Initial Tranche B-2 Term Loans being assigned
          were being prepaid and subject to the premium set forth in the immediately
          preceding sentence.
  5.2.           Mandatory
          Prepayments
  .
  (a)           Term
          Loan Prepayments.  (1) (A)  On each occasion that a
          Prepayment Event occurs, the Borrower shall, within three Business Days
          after
          the occurrence of such Prepayment Event (or, in the case of Deferred Net
          Cash
          Proceeds, within three Business Days after the Deferred Net Cash Proceeds
          Payment Date), prepay, in accordance with clauses (c) and (d)
          below, Term Loans in a principal amount equal to 100% of the Net Cash Proceeds
          from such Prepayment Event.  (B) In the event that any Initial Tranche
          B-3 Term Loans are repaid (the “**PE Repaid****Tranche
          B-3****Loans**”) prior to the third an
   -100-
  niversary
          of the Closing Date pursuant to this Section 5.2(a)(i), the Borrower
          shall pay to Term Lenders having such PE Repaid Tranche B-3 Loans, the
          Applicable Premium as of the date of such prepayment.
  (ii)           Not
          later than the date that is ninety days after the last day of any fiscal
          year
          (commencing with and including the fiscal year ending on or about December
          31,
          2008), the Borrower shall prepay, in accordance with clauses (c) and
(d) below, Term Loans in a principal amount equal to (x) 50%
          of Excess
          Cash Flow for such fiscal year; provided that (A) the percentage in this
Section 5.2(a)(ii) shall be reduced to 25% if, on the date that such
          prepayment is required to be made, the Consolidated Total Debt to Consolidated
          EBITDA Ratio is less than or equal to 6.00 to 1.0 but greater than 4.75
          to 1.0
          and (B) no prepayment of any Term Loans shall be required under this Section
          5.2(a)(ii) if, on the date that such prepayment is required to be made, the
          Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal
          to
          4.75 to 1.00, minus (y) the principal amount of Term Loans voluntarily
          prepaid pursuant to Section 5.1 during such fiscal year.
  (b)           Repayment
          of Revolving Credit Loans.  If on any date the aggregate amount of
          the Lenders’ Revolving Credit Exposures (collectively, the “**Aggregate
          Revolving Credit Outstandings**”) for any reason exceeds 100% of the
          Total Revolving Credit Commitment then in effect, the Borrower shall forthwith
          repay on such date the principal amount of any Swingline Loans and, after
          all
          Swingline Loans have been paid in full, the Revolving Credit Loans in an
          amount
          necessary to eliminate such deficiency.  If, after giving effect to
          the prepayment of all outstanding Swingline Loans and Revolving Credit
          Loans,
          the Aggregate Revolving Credit Outstandings exceed the Total Revolving
          Credit
          Commitment then in effect, the Borrower shall Cash Collateralize the Revolving
          L/C Obligations to the extent of such excess.
  (c)           Application
          to Repayment Amounts.  Subject to Section 5.2(h), each
          prepayment of Term Loans required by Sections 5.2(a)(i)  and
(ii) shall be allocated *pro rata* among the Initial Term Loans,
          the Delayed Draw Term Loans and the Incremental Term Loans based upon the
          applicable remaining Repayment Amounts due in respect thereof and be applied
          to
          reduce the scheduled Repayment Amounts in direct order of maturity;
provided that, subject to the pro rata application to Repayment Amounts
          within any Class of Term Loans, the Borrower may allocate such prepayment
          in its
          sole discretion among the Class or Classes of Term Loans as the Borrower
          may
          specify.  Subject to Section 5.2(h), with respect to each such
          prepayment, the Borrower will, not later than the date specified in Section
          5.2(a) for making such prepayment, give the Administrative Agent telephonic
          notice (promptly confirmed in writing and which shall include a calculation
          of
          the amount of such prepayment to be applied to eachClass of Term Loans)
          requesting that the Administrative Agent provide notice of such prepayment
          to
          each Lender of Term Loans.
  (d)           Application
          to Term Loans, Deposit L/C Loans and Incremental Deposit L/C
          Loans.  With respect to each prepayment of Term Loans, Deposit L/C
          Loans and Incremental Deposit L/C Loans elected to be made by the Borrower
          pursuant to Section 5.1 or, in the case of the Term Loans only, required
          by Sections 5.2(a)(i) and (ii), the Borrower may designate the
          Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant
          to
          which made; provided that (x) the Borrower pays any amounts, if any,
          required to be paid pursuant to Section 2.11 with respect to prepayments
          of LIBOR Loans made on any date other than the last day of the applicable
          Interest Period and (y) no prepayment made pursuant to Section 5.1 or
Section 5.2(a)(i) and (a)(ii) of Delayed Draw Term Loans shall be
          applied to the Delayed Draw Term Loans of any Defaulting Lender.  In
          the absence of a Rejection Notice or a designation by the Borrower as described
          in the preceding sentence, the Administrative Agent shall, subject to the
          above,
          make such designation in its reasonable discretion with a view, but no
          obligation, to minimize breakage costs owing under Section
          2.11.  Upon any prepayment of Deposit L/C Loans, the Deposit
          Letter of Credit Commitment shall be reduced by an amount equal to such
          prepayment and the
   -101-
  Borrower
          shall be permitted to withdraw an amount up to the amount of such prepayment
          from the Deposit L/C Loan Collateral Account to complete such prepayment;
          provided that after giving effect to such withdrawal, the Deposit Letters
          of Credit Outstanding at such time would not exceed the Deposit L/C Loan
          Collateral Account Balance.
  (e)           Application
          to Revolving Credit Loans.  With respect to each prepayment of
          Revolving Credit Loans elected to be made by the Borrower pursuant to Section
          5.1 or required by Section 5.2(b), the Borrower may designate (i) the
          Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant
          to
          which made and (ii) the Revolving Credit Loans to be prepaid; provided
          that (x) each prepayment of any Loans made pursuant to a Borrowing shall
          be
          applied *pro rata* among such Loans; and (y) notwithstanding the
          provisions of the preceding clause (x), no prepayment made pursuant to
          Section 5.1 or Section 5.2(b) of Revolving Credit Loans shall be
          applied to the Revolving Credit Loans of any Defaulting Lender.  In
          the absence of a designation by the Borrower as described in the preceding
          sentence, the Administrative Agent shall, subject to the above, make such
          designation in its reasonable discretion with a view, but no obligation,
          to
          minimize breakage costs owing under Section 2.11.
  (f)           LIBOR
          Interest Periods.  In lieu of making any payment pursuant to this
Section 5.2 in respect of any LIBOR Loan other than on the last day
          of the Interest Period therefor so long as no Event of Default shall have
          occurred and be continuing, the Borrower at its option may deposit with
          the
          Administrative Agent an amount equal to the amount of the LIBOR Loan to
          be
          prepaid and such LIBOR Loan shall be repaid on the last day of the Interest
          Period therefor in the required amount.  Such deposit shall be held by
          the Administrative Agent in a corporate time deposit account established
          on
          terms reasonably satisfactory to the Administrative Agent, earning interest
          at
          the then customary rate for accounts of such type.  Such deposit shall
          constitute cash collateral for the LIBOR Loans to be so prepaid; provided
          that the Borrower may at any time direct that such deposit be applied to
          make
          the applicable payment required pursuant to this
Section 5.2.
  (g)           Minimum
          Amount.  No prepayment shall be required pursuant to
Section 5.2(a)(i)in the case of any Prepayment Event yielding Net
          Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and
          until the amount at any time of Net Cash Proceeds from Prepayment Events
          required to be applied at or prior to such time pursuant to such Section
          and not
          yet applied at or prior to such time to prepay Term Loans pursuant to such
          Section exceeds (x) $25,000,000 for a single Prepayment Event or (y)
          $100,000,000 in the aggregate for all Prepayment Events (other than those
          that
          are either under the threshold specified in subclause (i) or over the
          threshold specified in subclause (ii)(x)) in any one fiscal year, at
          which time all such Net Cash Proceeds referred to in this subclause (ii)
          with respect to such fiscal year shall be applied as a prepayment in accordance
          with this Section 5.2.
  (h)           Rejection
          Right.  The Borrower shall notify the Administrative Agent in
          writing of any mandatory prepayment of Term Loans required to be made pursuant
          to Section 5.2(a), in each case at least three Business Days prior to the
          date of such prepayment.  Each such notice shall specify the date of
          such prepayment and provide a reasonably detailed calculation of the amount
          of
          such prepayment.  The Administrative Agent will promptly notify each
          Lender holding Term Loans of the contents of the Borrower’s prepayment notice
          and of such Lender’s *pro rata* share of the prepayment.  Each
          Lender may reject all or a portion of its *pro rata* share of any such
          prepayment of Term Loans required to be made pursuant to Section 5.2(a)
          (such declined amounts, the “**Declined Proceeds**”) by providing
          written notice (each, a “**Rejection Notice**”) to the
          Administrative Agent and the Borrower no later than 5:00 p.m. (New York
          time)
          one Business Day after the date of such Lender’s receipt of notice from the
          Administrative Agent regarding such prepayment.  Each Rejection Notice
          shall specify the principal amount of the mandatory prepayment of Term
          Loans to
          be rejected by such Lender.  If a Lender fails to deliver a Rejection
          Notice to the Administrative Agent within the time frame specified above
          or such
          Rejection Notice fails
   -102-
  to
          specify the principal amount of the Term Loans to be rejected, any such
          failure
          will be deemed an acceptance of the total amount of such prepayment of
          Term
          Loans.  Any Declined Proceeds remaining thereafter shall be retained
          by the Borrower (“**Retained Declined Proceeds**”).
  (i)           Foreign
          Net Cash Proceeds and Excess Cash Flow.  Notwithstanding any other
          provisions of this Section 5.2, (i) to the extent that any or all of
          the Net Cash Proceeds from a Recovery Prepayment Event (a “**Foreign
          Recovery Event**”) of, or any Disposition by, a Restricted Foreign
          Subsidiary giving rise to an Asset Sale Prepayment Event (a “**Foreign
          Asset Sale**”) or any amount included in Excess Cash Flow and
          attributable to Foreign Subsidiaries are prohibited or delayed by applicable
          local law from being repatriated to the United States, such portion of
          the Net
          Cash Proceeds or Excess Cash Flow so affected will not be required to be
          applied
          to repay Term Loans at the times provided in this Section 5.2 but may be
          retained by the applicable Restricted Foreign Subsidiary so long, but only
          so
          long, as the applicable local law will not permit repatriation to the United
          States (the Borrower hereby agreeing to cause the applicable Restricted
          Foreign
          Subsidiary to promptly take all actions required by the applicable local
          law to
          permit such repatriation), and once such repatriation of any of such affected
          Net Cash Proceeds or Excess Cash Flow is permitted under the applicable
          local
          law, such repatriation will be immediately effected and such repatriated
          Net
          Cash Proceeds will be promptly (and in any event not later than two Business
          Days after such repatriation) applied (net of additional taxes payable
          or
          reserved against as a result thereof) to the repayment of the Term Loans
          as
          required pursuant to this Section 5.2 and (ii) to the extent that
          the Borrower has determined in good faith that repatriation of any of or
          all the
          Net Cash Proceeds of any Foreign Recovery Event, any Foreign Asset Sale
          or
          Excess Cash Flow would have a material adverse tax consequence with respect
          to
          such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess
          Cash
          Flow so affected may be retained by the applicable Restricted Foreign
          Subsidiary; provided that, in the case of this clause (ii), on or
          before the date on which any Net Cash Proceeds or Excess Cash Flow so retained
          would otherwise have been required to be applied to reinvestments or prepayments
          pursuant to Section 5.2(a), (x) the Borrower applies an amount equal
          to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or
          prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received
          by the Borrower rather than such Restricted Foreign Subsidiary, less the
          amount
          of additional taxes that would have been payable or reserved against if
          such Net
          Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the
          Net
          Cash Proceeds or Excess Cash Flow that would be calculated if received
          by such
          Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are
          applied to the repayment of Indebtedness of a Restricted Foreign
          Subsidiary.
  5.3.           Method
          and Place of Payment
  .
  (a)           Except
          as otherwise specifically provided herein, all payments under this Agreement
          shall be made by the Borrower without set-off, counterclaim or deduction
          of any
          kind, to the Administrative Agent for the ratable account of the Lenders
          entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled
          thereto, as the case may be, not later than 2:00 p.m. (New York City time),
          in each case, on the date when due and shall be made in immediately available
          funds at the Administrative Agent’s Office or at such other office as the
          Administrative Agent shall specify for such purpose by notice to the Borrower,
          it being understood that written or facsimile notice by the Borrower to
          the
          Administrative Agent to make a payment from the funds in the Borrower’s account
          at the Administrative Agent’s Office shall constitute the making of such payment
          to the extent of such funds held in such account.  All repayments or
          prepayments of any Loans (whether of principal, interest or otherwise)
          hereunder
          and all other payments under each Credit Document shall be made in
          Dollars.  The Administrative Agent will thereafter cause to be
          distributed on the same day (if payment was actually received by the
          Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise,
          on the next Business Day) like funds relating to the payment of principal
          or
          interest or fees ratably to the Lenders entitled thereto.
   -103-
  
  (b)           Any
          payments under this Agreement that are made later than 2:00 p.m. (New York
          City time) shall be deemed to have been made on the next succeeding Business
          Day.  Whenever any payment to be made hereunder shall be stated to be
          due on a day that is not a Business Day, the due date thereof shall be
          extended
          to the next succeeding Business Day and, with respect to payments of principal,
          interest shall be payable during such extension at the applicable rate
          in effect
          immediately prior to such extension.
  5.4.           Net
          Payments
  .
  (a)           Any
          and all payments made by or on behalf of the Borrower or any Guarantor
          under
          this Agreement or any other Credit Document shall be made free and clear
          of, and
          without deduction or withholding for or on account of, any Indemnified
          Taxes;**provided that if the Borrower or any Guarantor or
          the Administrative Agent (or, in the case of the Posting Facility, the
          Posting
          Agent) shall be required by Applicable Law to deduct or withhold any Indemnified
          Taxes from such payments, then (i) the sum payable by the Borrower or any
          Guarantor shall be increased as necessary so that after making all required
          deductions and withholdings (including deductions or withholdings applicable
          to
          additional sums payable under this Section 5.4) the Administrative
          Agent, the Collateral Agent, the Posting Agent or any Lender (which term shall
          include each Letter of Credit Issuer and the Swingline Lender for purposes
          of
Section 5.4 and for the purposes of the definition of Excluded Taxes), as
          the case may be, receives an amount equal to the sum it would have received
          had
          no such deductions or withholdings been made, (ii) the Borrower or such
          Guarantor or the Administrative Agent (or, in the case of the Posting Facility,
          the Posting Agent) shall make such deductions or withholdings and (iii) the
          Borrower or such Guarantor or the Administrative Agent (or, in the case
          of the
          Posting Facility, the Posting Agent) shall timely pay the full amount deducted
          or withheld to the relevant Governmental Authority within the time allowed
          and
          in accordance with Applicable Law.  Whenever any Indemnified Taxes are
          payable by the Borrower or such Guarantor, as promptly as possible thereafter,
          the Borrower or Guarantor shall send to the Administrative Agent (or, in
          the
          case of the Posting Facility, the Posting Agent) for its own account or
          for the
          account of such Lender, as the case may be, a certified copy of an original
          official receipt (or other evidence acceptable to such Lender, acting
          reasonably) received by the Borrower or such Guarantor showing payment
          thereof.
  (b)           The
          Borrower shall timely pay and shall indemnify and hold harmless the
          Administrative Agent, the Posting Agent, the Collateral Agent and each
          Lender
          with regard to any Other Taxes (whether or not such Other Taxes were correctly
          or legally imposed or asserted by the relevant Governmental
          Authority).
  (c)           The
          Borrower shall indemnify and hold harmless the Administrative Agent, the
          Posting
          Agent, the Collateral Agent and each Lender within fifteen Business Days
          after
          written demand therefor, for the full amount of any Indemnified Taxes imposed
          on
          the Administrative Agent, the Posting Agent, the Collateral Agent or such
          Lender
          as the case may be, on or with respect to any payment by or on account
          of any
          obligation of the Borrower or any Guarantor hereunder or under any other
          Credit
          Document (including Indemnified Taxes imposed or asserted on or attributable
          to
          amounts payable under this Section 5.4) and any reasonable expenses
          arising therefrom or with respect thereto, whether or not such Indemnified
          Taxes
          were correctly or legally imposed or asserted by the relevant Governmental
          Authority.  A certificate setting forth reasonable detail as to the
          amount of such payment or liability delivered to the Borrower by a Lender,
          the
          Administrative Agent, the Posting Agent or the Collateral Agent (as applicable)
          on its own behalf or on behalf of a Lender shall be conclusive absent manifest
          error.
  (d)           Any
          Non-U.S. Lender that is entitled to an exemption from or reduction of
          withholding tax under the law of the jurisdiction in which the Borrower
          is
          resident for tax purposes, or under
   -104-
  any
          treaty to which such jurisdiction is a party, with respect to payments
          hereunder
          or under any other Credit Document shall, to the extent it is legally able
          to do
          so, deliver to the Borrower (with a copy to the Administrative Agent (or,
          in the
          case of the Posting Facility, the Posting Agent)), at the time or times
          prescribed by Applicable Law or reasonably requested by the Borrower or
          the
          Administrative Agent (or, in the case of the Posting Facility, the Posting
          Agent), such properly completed and executed documentation prescribed by
          Applicable Law as will permit such payments to be made without withholding
          or at
          a reduced rate of withholding.  A Lender’s obligation under the prior
          sentence shall apply only if the Borrower or the Administrative Agent has
          made a
          request for such documentation.  In addition, any Lender, if requested
          by the Borrower or the Administrative Agent (or, in the case of the Posting
          Facility, the Posting Agent), shall deliver such other documentation prescribed
          by Applicable Law or reasonably requested by the Borrower or the Administrative
          Agent (or, in the case of the Posting Facility, the Posting Agent) as will
          enable the Borrower or the Administrative Agent (or, in the case of the
          Posting
          Facility, the Posting Agent) to determine whether or not such Lender is
          subject
          to backup withholding or information reporting requirements.
  (e)           Each
          Non-U.S. Lender with respect to any Loan or Posting Advance made to the
          Borrower
          shall, to the extent it is legally entitled to do so*:*
  (i)       deliver
          to the Borrower and the Administrative Agent (or, in the case of the Posting
          Facility, the Posting Agent), prior to the date on which the first payment
          to
          the Non-U.S. Lender is due hereunder, two copies of (x) in the case of a
          Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
          Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
          interest”, United States Internal Revenue Service Form W-8BEN (together
          with a certificate substantially in the form of Exhibit Q representing
          that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of
          the Code, is not a 10-percent shareholder (within the meaning of
          Section 871(h)(3)(B) of the Code) of the Borrower, any interest payment
          received by such non-U.S. Lender under this Agreement or any other Credit
          Document is not effectively connected with the conduct of a trade or business
          in
          the United States and is not a controlled foreign corporation related to
          the
          Borrower (within the meaning of Section 864(d)(4) of the Code)), (y)
          Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly
          completed and duly executed by such Non-U.S. Lender claiming complete exemption
          from, or reduced rate of, U.S. Federal withholding tax on payments by the
          Borrower under this Agreement or (z) if a Non-U.S. Lender does not act or
          ceases to act for its own account with respect to any portion of anysums
          paid or
          payable to such Lender under any of the Credit Documents (for example,
          in the
          case of a typical participation or where Non-U.S. Lender is a pass through
          entity) Internal Revenue Service Form W-8IMY and all necessary attachments
          (including the forms described in clauses (x) and (y) above, as
          required); and
  (ii)                  deliver
          to the Borrower and the Administrative Agent (or, in the case of the Posting
          Facility, the Posting Agent) two further copies of any such form or
          certification (or any applicable successor form) on or before the date
          that any
          such form or certification expires or becomes obsolete and after the occurrence
          of any event requiring a change in the most recent form previously delivered
          by
          it to the Borrower.
  If
          in any such case any Change in Law has occurred prior to the date on which
          any
          such delivery would otherwise be required that renders any such form
          inapplicable or would prevent such Non-U.S. Lender from duly completing
          and
          delivering any such form with respect to it, such Non-U.S. Lender shall
          promptly
          so advise the Borrower and the Administrative Agent (or, in the case of
          the
          Posting Facility, the Posting Agent).
   -105-
  
  (f)           If
          any Lender, the Administrative Agent, the Posting Agent or the Collateral
          Agent,
          as applicable, determines, in its sole discretion, that it had received
          and
          retained a refund of an Indemnified Tax (including an Other Tax) for which
          a
          payment has been made by the Borrower pursuant to this Agreement, which
          refund
          in the good faith judgment of such Lender, the Administrative Agent, the
          Posting
          Agent or the Collateral Agent, as the case may be, is attributable to such
          payment made by the Borrower, then the Lender, the Administrative Agent,
          the
          Posting Agent or the Collateral Agent, as the case may be, shall reimburse
          the
          Borrower for such amount (net of all out-of-pocket expenses of such Lender,
          the
          Administrative Agent, the Posting Agent or the Collateral Agent, as the
          case may
          be, and without interest other than any interest received thereon from
          the
          relevant Governmental Authority with respect to such refund) as the Lender,
          Administrative Agent, the Posting Agent or the Collateral Agent, as the
          case may
          be, determines in its sole discretion to be the proportion of the refund
          as will
          leave it, after such reimbursement, in no better or worse position (taking
          into
          account expenses or any taxes imposed on the refund) than it would have
          been in
          if the payment had not been required; provided that the Borrower, upon
          the request of the Lender, the Administrative Agent, the Posting Agent
          or the
          Collateral Agent, agrees to repay the amount paid over to the Borrower
          (plus any penalties, interest or other charges imposed by the relevant
          Governmental Authority) to the Lender, the Administrative Agent, the Posting
          Agent or the Collateral Agent in the event the Lender, the Administrative
          Agent,
          the Posting Agent or the Collateral Agent is required to repay such refund
          to
          such Governmental Authority.  A Lender, the Administrative Agent, the
          Posting Agent or the Collateral Agent shall claim any refund that it determines
          is available to it, unless it concludes in its sole discretion that it
          would be
          adversely affected by making such a claim.  Neither the Lender, the
          Administrative Agent, the Posting Agent nor the Collateral Agent shall
          be
          obliged to disclose any information regarding its tax affairs or computations
          to
          any Credit Party in connection with this clause (f) or any other
          provision of this Section 5.4.
  (g)           If
          the Borrower determines that a reasonable basis exists for contesting a
          Tax,
          each Lender or Agent, as the case may be, shall use reasonable efforts
          to
          cooperate with the Borrower as the Borrower may reasonably request in
          challenging such Tax.  Subject to the provisions of Section
          2.12, each Lender and Agent agrees to use reasonable efforts to cooperate
          with the Borrower as the Borrower may reasonably request to minimize any
          amount
          payable by the Borrower or any Guarantor pursuant to this Section
          5.4.  The Borrower shall indemnify and hold each Lender and Agent
          harmless against any out-of-pocket expenses incurred by such Person in
          connection with any request made by the Borrower pursuant to this Section
          5.4(g).  Nothing in this Section 5.4(g) shall obligate any
          Lender or Agent to take any action that such Person, in its sole judgment,
          determines may result in a material detriment to such Person.
  (h)           Each
          Lender and Agent with respect to any Loan or Posting Advance made to the
          Borrower that is a United States person under Section 7701(a)(30) of the
          Code
          (each, a “**U.S. Lender**”) shall deliver to the Borrower and the
          Administrative Agent (or, in the case of the Posting Facility, the Posting
          Agent) two United States Internal Revenue Service Forms W-9 (or substitute
          or
          successor form), properly completed and duly executed, certifying that
          such
          Lender or Agent is exempt from United States backup withholding (i) on
          or prior
          to the Closing Date (or on or prior to the date it becomes a party to this
          Agreement), (ii) on or before the date that such form expires or becomes
          obsolete, (iii) after the occurrence of a change in the Agent’s or Lender’s
          circumstances requiring a change in the most recent form previously delivered
          by
          it to the Borrower and the Administrative Agent (or, in the case of the
          Posting
          Facility, the Posting Agent) and (iv) from time to time thereafter if reasonably
          requested by the Borrower or the Administrative Agent (or, in the case
          of the
          Posting Facility, the Posting Agent).
  (i)           The
          agreements in this Section 5.4 shall survive the termination of this
          Agreement and the payment of the Loans, Posting Advances and all other
          amounts
          payable hereunder.
   -106-
  
  5.5.           Computations
          of Interest and Fees
  .
  (a)           Except
          as provided in the next succeeding sentence, interest on LIBOR Loans, Posting
          Advances and ABR Loans shall be calculated on the basis of a 360-day year
          for
          the actual days elapsed.  Interest on ABR Loans in respect of which
          the rate of interest is calculated on the basis of the Administrative Agent’s
          prime rate and interest on overdue interest shall be calculated on the
          basis of
          a 365- (or 366-, as the case may be) day year for the actual days
          elapsed.
  (b)           Fees
          (other than the Maintenance Fee) and the average daily Stated Amount of
          Letters
          of Credit shall be calculated on the basis of a 360-day year for the actual
          days
          elapsed.
  (c)           The
          Maintenance Fee shall be calculated by the Posting Calculation Agent in
          the
          manner set forth in the Posting Facility Fee Letter.
  (d)           Whenever
          the Posting Calculation Agent makes a determination or calculation under
          this
          Agreement or in respect of the transactions contemplated hereby, the Posting
          Calculation Agent shall make such determination or calculation (i) in good
          faith, (ii) in a commercially reasonable manner, (iii) with respect to
          calculations or determinations involving transaction valuations, consistent
          with
          its practices and procedures for valuing similar transactions and (iv)
          in
          consultation with the Borrower.  The Borrower may, acting in good
          faith, dispute a calculation or determination by the Posting Calculation
          Agent
          which it believes is inaccurate (provided that the Borrower shall make
          any determination or calculation relating to such dispute in a commercially
          reasonable manner).  In the event of such a dispute, the Borrower and
          the Posting Calculation Agent shall first endeavor to resolve such
          dispute.  If the Borrower and the Posting Calculation Agent are unable
          to resolve such dispute within five Business Days, the Borrower and Posting
          Calculation Agent shall mutually select a dealer (with respect to commodity
          related calculations) or a financial institution (with respect to financial
          calculations) that customarily acts as a calculation agent for similar
          transactions to act as Posting Calculation Agent with respect to the issue
          in
          dispute.  If the Borrower and the Posting Calculation Agent cannot
          agree on a dealer or financial institution within one Business Day, then
          each
          shall appoint a dealer or financial institution and the appointed dealers
          or
          financial institutions shall together appoint a third dealer or financial
          institution as Posting Calculation Agent for making the relevant determination,
          and the decision of such Person shall be final and binding upon the
          parties.  The dealers or financial institutions selected by a party
          shall not be parties to this Agreement or Affiliates of a party to this
          Agreement.  It is understood and agreed that, for the avoidance of
          doubt, the Disclaimer for Mark-to-Market Calculation (set forth in
Exhibit O hereto) does not limit the Borrower’s rights under this
Section 5.5(d).
  5.6.           Limit
          on Rate of Interest
  .
  (a)           No
          Payment Shall Exceed Lawful Rate.  Notwithstanding any other term
          of this Agreement, the Borrower shall not be obligated to pay any interest
          or
          other amounts under or in connection with this Agreement or otherwise in
          respect
          of the Obligations in excess of the amount or rate permitted under or consistent
          with any applicable law, rule or regulation.
  (b)           Payment
          at Highest Lawful Rate.  If the Borrower is not obliged to make a
          payment that it would otherwise be required to make, as a result of Section
          5.6(a), the Borrower shall make such payment to the maximum extent permitted
          by or consistent with applicable laws, rules and regulations.
  (c)           Adjustment
          if Any Payment Exceeds Lawful Rate.  If any provision of this
          Agreement or any of the other Credit Documents would obligate the Borrower
          to
          make any payment of interest or other amount payable to any Lender in an
          amount
          or calculated at a rate that would be prohib
   -107-
  ited
          by any Applicable Law, then notwithstanding such provision, such amount
          or rate
          shall be deemed to have been adjusted with retroactive effect to the maximum
          amount or rate of interest, as the case may be, as would not be so prohibited
          by
          Applicable Law, such adjustment to be effected, to the extent necessary,
          by
          reducing the amount or rate of interest required to be paid by the Borrower
          to
          the affected Lender under Section 2.8.
  (d)           Spreading.  In
          determining whether the interest hereunder is in excess of the amount or
          rate
          permitted under or consistent with any Applicable Law, the total amount
          of
          interest shall be spread throughout the entire term of this Agreement until
          its
          payment in full.
  (e)           Notwithstanding
          the foregoing, and after giving effect to all adjustments contemplated
          thereby,
          if any Lender shall have received from the Borrower an amount in excess
          of the
          maximum permitted by any Applicable Law, then the Borrower shall be entitled,
          by
          notice in writing to the Administrative Agent to obtain reimbursement from
          that
          Lender in an amount equal to such excess, and pending such reimbursement,
          such
          amount shall be deemed to be an amount payable by that Lender to the
          Borrower.
  SECTION
          6.                                Conditions
          Precedent to Initial Borrowing
  .
  The
          initial Borrowing under this Agreement is subject to the satisfaction of
          the
          following conditions precedent, except as otherwise agreed between the
          Borrower
          and the Administrative Agent.
  6.1.           Credit
          Documents
  .  The
          Administrative Agent (or, in the case of clause (f), the Posting Agent)
          shall have received:
  (a)           this
          Agreement, executed and delivered by a duly authorized officer of US Holdings,
          the Borrower, each Agent, each Lender and each Letter of Credit
          Issuer;
  (b)           the
          Guarantee, executed and delivered by a duly authorized officer of each
          Guarantor
          as of the Closing Date;
  (c)           the
          Pledge Agreement, executed and delivered by a duly authorized officer of
          each
          pledgor party thereto as of the Closing Date;
  (d)           the
          Security Agreement, executed and delivered by a duly authorized officer
          of each
          grantor party thereto as of the Closing Date;
  (e)           the
          Intercreditor Agreement, executed and delivered by a duly authorized officer
          of
          the Borrower, the Collateral Agent and any Hedge Bank party to a Secured
          Commodity Hedging Agreement as of the Closing Date; and
  (f)           the
          Posting Facility Fee Letter, executed and delivered by a duly authorized
          officer
          of the Borrower, Goldman Sachs Credit Partners L.P. and J. Aron &
Company.
  6.2.           Collateral
  .
  (a)           All
          outstanding Stock of the Borrower directly owned by US Holdings and all
          Stock of
          each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary
          Guarantor, in each case, as of the Closing Date, shall have been pledged
          pursuant to the Pledge Agreement (except that such Credit Parties shall
          not be
          required to pledge any Excluded Stock and Stock Equivalents) and
          the
   -108-
  Collateral
          Agent shall have received all certificates, if any, representing such securities
          pledged under the Pledge Agreement, accompanied by instruments of transfer
          and
          undated stock powers endorsed in blank.
  (b)           All
          Indebtedness of the Borrower and each Subsidiary of the Borrower that is
          owing
          to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding
          $10,000,000 in aggregate principal amount, be evidenced by one or more
          global
          promissory notes and shall have been pledged pursuant to the Pledge Agreement,
          and the Collateral Agent shall have received all such promissory notes,
          together
          with instruments of transfer with respect thereto endorsed in
          blank.
  (c)           All
          documents and instruments, including Uniform Commercial Code or other applicable
          personal property and financing statements, reasonably requested by the
          Collateral Agent to be filed, registered or recorded to create the Liens
          intended to be created by any Security Document to be executed on the Closing
          Date and perfect such Liens to the extent required by, and with the priority
          required by, such Security Document shall have been delivered to the Collateral
          Agent in proper form for filing, registration or recording and none of
          the
          Collateral shall be subject to any other pledges, security interests or
          mortgages, except for Liens permitted hereunder.
  (d)           US
          Holdings and the Borrower shall deliver to the Collateral Agent a completed
          Perfection Certificate, executed and delivered by an Authorized Officer
          of US
          Holdings and the Borrower, together with all attachments contemplated
          thereby.
  (e)           The
          Guarantee shall be in full force and effect.
  (f)           (2)  With
          respect to each Closing Date Mortgaged Property, a Mortgage, executed and
          delivered by a duly authorized officer of each mortgagor party thereto
          as of the
          Closing Date;
  (ii)                  All
          documents and instruments, including Uniform Commercial Code or other applicable
          fixture security financing statements, reasonably requested by the Collateral
          Agent to be filed, registered or recorded to create the Liens intended
          to be
          created by any such Mortgage and perfect such Liens to the extent required
          by,
          and with the priority required by, such Mortgage shall have been delivered
          to
          the Collateral Agent in proper form for filing, registration or recording
          and
          none of Closing Date Mortgaged Property shall be subject to any other pledges,
          secured interests or mortgages, except Liens expressly permitted by Section
          10.2
          or otherwise consented to by the Collateral Agent;
  (iii)                  The
          Collateral Agent shall have received (A) a policy or policies of title
          insurance
          (or a marked up commitment for title insurance having the same effect),
          issued
          by the Title Company insuring the Lien of each such Mortgage as a valid
          Lien on
          the Mortgaged Property described therein, free of any other Liens except
          as
          permitted by Section 10.2 or consented to by the Collateral Agent,
          together with such endorsements and reinsurance as the Collateral Agent
          may
          reasonably request having the effect of a valid, issued and binding title
          insurance policy, and (B) evidence reasonably acceptable to the Collateral
          Agent
          of payment of all title insurance premiums, search and examination charges,
          escrow charges and related charges, fees, costs and expenses required for
          the
          issuance of the title insurance policies referred to above;
  (iv)                  Written
          opinions of legal counsel in the states in which each such Closing Date
          Mortgaged Property is located in form and substance reasonably acceptable
          to the
          Collateral Agent; and
   -109-
  
  (v)                  With
          respect to each Closing Date Mortgaged Property, a completed Federal Emergency
          Management Agency Standard Flood Hazard Determination, subject, however,
          to the
          provisions of Section 9.14(d).
  Notwithstanding
          anything to the contrary herein, with respect to any Collateral (other
          than
          Collateral consisting of the Stock of the Borrower and the Stock of any
          Domestic
          Subsidiary required to be pledged pursuant to Section 6.2(a)), the
          security interest in which may not be perfected by the filing of a Uniform
          Commercial Code financing statement, if the granting and/or perfection
          of the
          Collateral Agent’s security interest in such Collateral may not be accomplished
          on or prior to the Closing Date without undue burden or expense and without
          the
          taking of any action that goes beyond commercial reasonableness, then the
          delivery of documents and instruments for granting and/or perfection of
          such
          security interest shall not constitute a condition precedent to the initial
          Credit Event to occur on the Closing Date.  To the extent that any
          such security interest is not so granted and/or perfected on or prior to
          the
          Closing Date, then US Holdings and the Borrower each agrees to deliver
          or cause
          to be delivered such documents and instruments, and take or cause to be
          taken
          such other actions as may be required to grant and perfect such security
          interests, on or prior to the date that is 120 days (or 180 days in the
          case of
          Collateral consisting of mining properties) after the Closing Date or such
          longer period of time as may be agreed to by the Collateral Agent in its
          sole
          discretion.
  6.3.           Legal
          Opinions
  .  The
          Administrative Agent shall have received the executed legal opinions of
          (a) Simpson Thacher & Bartlett LLP, special New York counsel to US
          Holdings and the Borrower, substantially in the form of Exhibit H-1,
          (b) Vinson & Elkins LLP, special Texas counsel to US Holdings and the
          Borrower, substantially in the form of Exhibit H-2, (c) Hunton &
Williams LLP, special Texas regulatory counsel to US Holdings and
          the Borrower,
          substantially in the form of Exhibit H-3 and (d) Covington & Burling
          LLP, special FERC and NRC counsel regulatory counsel to US Holdings and
          the
          Borrower, substantially in the form of Exhibit H-4.  US
          Holdings, the Borrower, the other Credit Parties and the Administrative
          Agent
          hereby instruct such counsel to deliver such legal opinions.
  6.4.           Refinancing
  .  Concurrently
          with the initial Borrowing hereunder, the Refinancing shall have been
          consummated.
  6.5.           Equity
          Investments
  .  The
          Equity Contribution, which, to the extent constituting Stock or Stock
          Equivalents of the Parent other than common Stock, shall be on terms and
          conditions and pursuant to documentation reasonably satisfactory to the
          Joint
          Lead Arrangers and Bookrunners to the extent material to the interests
          of the
          Lenders, in an amount not less than the Minimum Equity Amount shall have
          been
          made, or substantially simultaneously with the initial Credit Event hereunder,
          shall be made.
  6.6.           Closing
          Certificates
  .  The
          Administrative Agent shall have received a certificate of the Credit Parties,
          dated the Closing Date, substantially in the form of Exhibit I, with
          appropriate insertions, executed by an Authorized Officer of each Credit
          Party,
          and attaching the documents referred to in Section 6.7.
  6.7.           Authorization
          of Proceedings of Each Credit Party
  .  The
          Administrative Agent shall have received (a) a copy of the resolutions,
          in form
          and substance reasonably satisfactory to the Administrative Agent, of the
          board
          of directors, other managers or general partner of each Credit Party (or
          a duly
          authorized committee thereof) authorizing (i) the execution, delivery and
          performance of the Credit Documents (and any agreements relating thereto)
          to
          which it is a party and (ii) in the case of the Borrower, the extensions
          of
          credit contemplated hereunder and (b) true and complete copies of the
          Organizational Documents of each Credit Party as of the Closing
          Date.
   -110-
  
  6.8.           Fees
  .  The
          Agents shall have received the fees in the amounts previously agreed in
          writing
          by the Agents to be received on the Closing Date and all expenses (including
          the
          reasonable fees, disbursements and other charges of counsel) payable by
          the
          Credit Parties for which invoices have been presented prior to the Closing
          Date
          shall have been paid.
  6.9.           Representations
          and Warranties
  .  On
          the Closing Date, (a) there shall be no breach of any representation made
          by the Parent in the Acquisition Agreement that is (i) material to the
          interests of the Lenders and (ii) the breach of which would give Holdings
          and/or Merger Sub the right to terminate their respective obligations
          thereunder, and (b) the representations and warranties made by the Credit
          Parties in Section 8.1(a), Section 8.2, Section 8.5 and
Section 8.7, as they relate to the Credit Parties
          at such time, shall be
          true and correct in all material respects.
  6.10.           Acquisition
          Agreement
  .  The
          Administrative Agent shall have received a fully executed or conformed
          copy of
          the Acquisition Agreement which shall be in full force and effect.
  6.11.           Solvency
          Certificate
  .  On
          the Closing Date, the Administrative Agent shall have received a certificate
          from an Authorized Officer of the Borrower to the effect that after giving
          effect to the consummation of the Transactions, the Borrower on a consolidated
          basis with its Subsidiaries is Solvent.
  6.12.           Merger
  .  Concurrently
          with the initial Credit Event hereunder, the Merger shall have been consummated
          in accordance with the terms of the Acquisition Agreement, without giving
          effect
          to any modifications, amendments or express waivers thereto that are materially
          adverse to the Lenders (including, without limitation, the definition of,
          and
          representations, warranties and conditions relating to, the absence of
          any
“Company Material Adverse Effect” therein) without the reasonable consent of the
          Joint Lead Arrangers and Bookrunners.
  6.13.           Pro
          Forma Financial Statements
  .  The
          Administrative Agent shall have received to Pro Forma Financial
          Statements.
  6.14.           Patriot
          Act
  .  The
          Joint Lead Arrangers and Bookrunners and the Posting Lead Arranger and
          Bookrunner shall have received such documentation and information as is
          reasonably requested in writing at least 10 days prior to the Closing Date
          by
          the Administrative Agent about US Holdings, the Borrower and the Subsidiary
          Guarantors mutually agreed to be required by U.S. regulatory authorities
          under
          applicable “know your customer” and anti-money laundering rules and regulations,
          including, without limitation, the Patriot Act.
  6.15.           Insurance
  .  The
          Administrative Agent shall have received a copy of, or a certificate as
          to
          coverage under, the insurance policies required by Section 9.3 and the
          applicable provisions of the Security Documents, each of which shall be
          endorsed
          or otherwise amended to name the Collateral Agent, on behalf of the Secured
          Partners, as “loss payee” and “mortgagee” under any casualty insurance policies,
          and the Secured Parties, as “additional insureds”, under any liability insurance
          policies.
  SECTION
          7.                                Conditions
          Precedent to All Credit Events
  .
  The
          agreement of each Lender to make any Loan or Posting Advance requested
          to be
          made by it on any date (excluding Mandatory Borrowings and Revolving Credit
          Loans required to be made by the Revolving Credit Lenders in respect of
          Unpaid
          Drawings pursuant to Section 3.4), and the obligation of any Letter of
          Credit Issuer to issue Letters of Credit on any date, is subject to the
          satisfaction of the following conditions precedent:
   -111-
  
  7.1.           No
          Default; Representations and Warranties
  .  At
          the time of each Credit Event and also after giving effect thereto (other
          than
          any Credit Event on the Closing Date) (a) no Default or Event of Default
          shall have occurred and be continuing and (b) all representations and warranties
          made by any Credit Party contained herein or in the other Credit Documents
          shall
          be true and correct in all material respects with the same effect as though
          such
          representations and warranties had been made on and as of the date of such
          Credit Event (except where such representations and warranties expressly
          relate
          to an earlier date, in which case such representations and warranties shall
          have
          been true and correct in all material respects as of such earlier
          date).
  7.2.           Notice
          of Borrowing
  .
  (a)           Prior
          to the making of each Term Loan, the Administrative Agent shall have received
          a
          Notice of Borrowing (whether in writing or by telephone) meeting the
          requirements of Section 2.3, which Notice of Borrowing, in the case of
          any borrowing of Delayed Draw Term Loans (other than the Borrowing on the
          Closing Date) shall contain a description setting forth the categories
          and the
          amounts of expenditures under such categories under the New Build Program
          that
          are to be funded with the proceeds of such Delayed Draw Term Loans.
  (b)           Prior
          to the making of each Deposit L/C Loan or Incremental Deposit L/C Loan,
          the
          Administrative Agent shall have received a Notice of Borrowing (whether
          in
          writing or by telephone) meeting the requirements of Section
          2.3.
  (c)           Prior
          to the making of each Revolving Credit Loan (other than any Revolving Credit
          Loan made pursuant to Section 3.4(a)) and each Swingline Loan (excluding
          Mandatory Borrowings), the Administrative Agent shall have received a Notice
          of
          Borrowing (whether in writing or by telephone) meeting the requirements
          of
Section 2.3.
  (d)           Prior
          to the issuance of each Revolving Letter of Credit, the Administrative
          Agent and
          the Revolving Letter of Credit Issuer shall have received a Letter of Credit
          Request meeting the requirements of Section 3.2(a).
  (e)           Prior
          to the issuance of each Deposit Letter of Credit, the Administrative Agent
          and
          the Deposit Letter of Credit Issuer shall have received a Letter of Credit
          Request meeting the requirements of Section 3.2(b).
  The
          acceptance of the benefits of each Credit Event shall constitute a
          representation and warranty by each Credit Party to each of the Lenders
          that all
          the applicable conditions specified in Section 7 above have been
          satisfied as of that time.
  SECTION
          8.                                Representations,
          Warranties and Agreements
  .
  In
          order to induce the Lenders and the Letter of Credit Issuers to enter into
          this
          Agreement, to make the Loans, to make Posting Advances and issue or participate
          in Letters of Credit as provided for herein, each of US Holdings and the
          Borrower makes (on the Closing Date and on each other date as required
          or
          otherwise set forth in this Agreement) the following representations and
          warranties to, and agreements with, the Lenders and the Letter of Credit
          Issuers, all of which shall survive the execution and delivery of this
          Agreement, the making of the Loans, the making of the Posting Advances
          and the
          issuance of the Letters of Credit:
  8.1.           Corporate
          Status; Compliance with Laws
  .  Each
          of US Holdings, the Borrower and each Material Subsidiary of the Borrower
          that
          is a Restricted Subsidiary (a) is a duly organized and
   -112-
  validly
          existing corporation or other entity in good standing (as applicable) under
          the
          laws of the jurisdiction of its organization and has the corporate or other
          organizational power and authority to own its property and assets and to
          transact the business in which it is engaged, (b) has duly qualified and is
          authorized to do business and is in good standing (if applicable) in all
          jurisdictions where it is required to be so qualified, except where the
          failure
          to be so qualified could not reasonably be expected to result in a Material
          Adverse Effect and (c) is in compliance with all Applicable Laws, except
          to the
          extent that the failure to be in compliance could not reasonably be expected
          to
          result in a Material Adverse Effect.
  8.2.           Corporate
          Power and Authority
  .  Each
          Credit Party has the corporate or other organizational power and authority
          to
          execute, deliver and carry out the terms and provisions of the Credit Documents
          to which it is a party and has taken all necessary corporate or other
          organizational action to authorize the execution, delivery and performance
          of
          the Credit Documents to which it is a party.  Each Credit Party has
          duly executed and delivered each Credit Document to which it is a party
          and each
          such Credit Document constitutes the legal, valid and binding obligation
          of such
          Credit Party enforceable in accordance with its terms, subject to the effects
          of
          bankruptcy, insolvency, fraudulent conveyance, reorganization and other
          similar
          laws relating to or affecting creditors’ rights generally and general principles
          of equity (whether considered in a proceeding in equity or law).
  8.3.           No
          Violation
  .  Neither
          the execution, delivery or performance by any Credit Party of the Credit
          Documents to which it is a party nor the compliance with the terms and
          provisions thereof nor the consummation of the Merger and the other transactions
          contemplated hereby and thereby will (a) contravene any applicable
          provision of any material Applicable Law (including material Environmental
          Laws), (b) result in any breach of any of the terms, covenants, conditions
          or provisions of, or constitute a default under, or result in the creation
          or
          imposition of (or the obligation to create or impose) any Lien upon any
          of the
          property or assets of US Holdings, the Borrower or any Restricted Subsidiary
          (other than Liens created under the Credit Documents or Liens subject to
          the
          Intercreditor Agreement) pursuant to the terms of any material indenture
          (including the Existing Notes Indentures), loan agreement, lease agreement,
          mortgage, deed of trust or other material agreement or instrument to which
          US
          Holdings, the Borrower or any Restricted Subsidiary is a party or by which
          it or
          any of its property or assets is bound (any such term, covenant, condition
          or
          provision, a “**Contractual Requirement**”) other than any such
          breach, default or Lien that could not reasonably be expected to result
          in a
          Material Adverse Effect, or (c) violate any provision of the Organizational
          Documents of US Holdings, the Borrower or any Restricted
          Subsidiary.
  8.4.           Litigation
  .  Except
          as set forth on Schedule 8.4, there are no actions, suits or proceedings
          (including Environmental Claims) pending or, to the knowledge of the Borrower,
          threatened with respect to US Holdings, the Borrower or any of the Restricted
          Subsidiaries that could reasonably be expected to result in a Material
          Adverse
          Effect.
  8.5.           Margin
          Regulations
  .  Neither
          the making of any Loan or Posting Advance hereunder nor the use of the
          proceeds
          thereof will violate the provisions of Regulation T, U or X of the
          Board.
  8.6.           Governmental
          Approvals
  .  The
          execution, delivery and performance of the Merger Agreement or any Credit
          Document does not require any consent or approval of, registration or filing
          with, or other action by, any Governmental Authority, except for (i) such
          as have been obtained or made and are in full force and effect, (ii) filings
          and
          recordings in respect of the Liens created pursuant to the Security Documents
          and (iii) such licenses, approvals, authorizations or consents the failure
          of
          which to obtain or make could not reasonably be expected to have a Material
          Adverse Effect and (iv) the PUCT filing reporting the Merger and actions
          regarding the commitments made to the PUCT and state legislature of the
          State of
          Texas relating to the Merger.
   -113-
  
  8.7.           Investment
          Company Act
  .  None
          of the Credit Parties is an “investment company” within the meaning of the
          Investment Company Act of 1940, as amended.
  8.8.           True
          and Complete Disclosure
  .
  (a)           None
          of the written factual information and written data (taken as a whole)
          heretofore or contemporaneously furnished by or on behalf of US Holdings,
          the
          Borrower, any of the Subsidiaries of the Borrower or any of their respective
          authorized representatives to the Administrative Agent, the Posting Agent,
          any
          Joint Lead Arranger and Bookrunner, the Posting Lead Arranger and Bookrunner
          and/or any Lender on or before the Closing Date (including all such information
          and data contained in the Credit Documents) for purposes of or in connection
          with this Agreement or any transaction contemplated herein contained any
          untrue
          statement of any material fact or omitted to state any material fact necessary
          to make such information and data (taken as a whole) not materially misleading
          at such time in light of the circumstances under which such information
          or data
          was furnished, it being understood and agreed that for purposes of this
          Section 8.8(a), such factual information and data shall not include
          projections or estimates (including financial estimates, forecasts and
          other
          forward-looking information) and information of a general economic or general
          industry nature.
  (b)           The
          projections (including financial estimates, forecasts and other forward-looking
          information) contained in the information and data referred to in Section
          8.8(a) were prepared in good faith based upon estimates and assumptions
          believed by such Persons to be reasonable at the time made, it being recognized
          by the Agents and Lenders that such projections as to future events are
          not to
          be viewed as facts and that actual results during the period or periods
          covered
          by any such projections may differ from the projected results and such
          differences may be material.
  8.9.           Financial
          Condition; Financial Statements
  .  The
          Historical Financial Statements present fairly in all material respects
          the
          consolidated financial position of the Borrower and its consolidated
          Subsidiaries at the respective dates of said information, statements and
          results
          of operations for the respective periods covered thereby subject, in the
          case of
          the unaudited financial information, to changes resulting from audit, normal
          year-end audit adjustments and the absence of footnotes.  The
          unaudited pro forma consolidated balance sheet of US Holdings and its
          consolidated Subsidiaries as at June 30, 2007 (including the notes thereto)
          (the
“**Pro Forma Balance Sheet**”) and the unaudited pro forma
          consolidated statement of operations of US Holdings and its consolidated
          Subsidiaries for the 12-month period ending on such date (together with
          the Pro
          Forma Balance Sheet, the “**Pro Forma Financial Statements**”),
          copies of which have heretofore been furnished to the Administrative Agent,
          have
          been prepared based on the historical financial statements of US Holdings
          and
          have been prepared in good faith, based on assumptions believed by US Holdings
          to be reasonable as of the date of delivery thereof, and, subject to the
          qualifications and limitations contained in the notes attached thereto,
          present
          fairly in all material respects on a Pro Forma Basis the estimated financial
          position of US Holdings and its consolidated Subsidiaries as at June 30,
          2007
          and their estimated results of operations for the period covered
          thereby.  The financial statements referred to in this
Section 8.9 have been prepared in accordance with GAAP consistently
          applied except to the extent provided in the notes to said financial
          statements.  There has been no Material Adverse Effect since the
          Closing Date.
  8.10.           Tax
          Matters
  .  Except
          where the failure of which could not be reasonably expected to have a Material
          Adverse Effect, (a) each of US Holdings, the Borrower and each of the Restricted
          Subsidiaries has filed all federal income Tax returns and all other Tax
          returns,
          domestic and foreign, required to be filed by it and has paid all material
          Taxes
          payable by it that have become due (whether or not shown on such Tax return),
          other than those (i) not yet delinquent or (ii) contested in good
          faith as to which adequate reserves have been provided to the extent required
          by
          law and in accordance
   -114-
  with
          GAAP, (b) each of US Holdings, the Borrower and each of the Restricted
          Subsidiaries has provided adequate reserves in accordance with GAAP for
          the
          payment of, all federal, state, provincial and foreign Taxes not yet due
          and
          payable and (c) each of US Holdings, the Borrower and each of the Restricted
          Subsidiaries has satisfied all of its Tax withholding obligations.
  8.11.           Compliance
          with ERISA
  .
  (a)           Each
          Employee Benefit Plan is in compliance with ERISA, the Code and any Applicable
          Law; no Reportable Event has occurred (or is reasonably likely to occur)
          with
          respect to any Plan; no Multiemployer Plan is insolvent or in reorganization
          (or
          is reasonably likely to be insolvent or in reorganization), and no written
          notice of any such insolvency or reorganization has been given to the Borrower
          or any ERISA Affiliate; no Plan has an accumulated or waived funding deficiency
          (or is reasonably likely to have such a deficiency); on and after the
          effectiveness of the Pension Act, each Plan has satisfied the minimum funding
          standards (within the meaning of Section 412 of the Code or Section 302
          of
          ERISA) applicable to such Plan, and there has been no determination that
          any
          such Plan is, or is expected to be, in “at risk” status (within the meaning of
          Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate
          has
          incurred (or is reasonably likely to incur) any liability to or on account
          of a
          Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
          4201
          or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have
          been instituted (or are reasonably likely to be instituted) to terminate
          or to
          reorganize any Plan or to appoint a trustee to administer any Plan, and
          no
          written notice of any such proceedings has been given to the Borrower or
          any
          ERISA Affiliate; and no Lien imposed under the Code or ERISA on the assets
          of
          the Borrower or any ERISA Affiliate exists (or is reasonably likely to
          exist)
          nor has the Borrower or any ERISA Affiliate been notified in writing that
          such a
          Lien will be imposed on the assets of the Parent, US Holdings, the Borrower
          or
          any ERISA Affiliate on account of any Plan, except to the extent that a
          breach
          of any of the representations, warranties or agreements in this Section
          8.11(a) would not result, individually or in the aggregate, in an amount of
          liability that would be reasonably likely to have a Material Adverse
          Effect.  No Plan has an Unfunded Current Liability that would,
          individually or when taken together with any other liabilities referenced
          in
          this Section 8.11(a), be reasonably likely to have a Material Adverse
          Effect.  With respect to Plans that are Multiemployer Plans, the
          representations and warranties in this Section 8.11(a), other than any
          made with respect to (i) liability under Section 4201 or 4204 of ERISA or
          (ii) liability for termination or reorganization of such Multiemployer
          Plans
          under ERISA, are made to the best knowledge of the Borrower.
  (b)           All
          Foreign Plans are in compliance with, and have been established, administered
          and operated in accordance with, the terms of such Foreign Plans and Applicable
          Law, except for any failure to so comply, establish, administer or operate
          the
          Foreign Plans as would not reasonably be expected to have a Material Adverse
          Effect.  All contributions or other payments which are due with
          respect to each Foreign Plan have been made in full and there are no funding
          deficiencies thereunder, except to the extent any such events would not,
          individually or in the aggregate, reasonably be expected to have a Material
          Adverse Effect.
  8.12.           Subsidiaries
  .  Schedule
          8.12 lists each Subsidiary of US Holdings (and the direct and indirect
          ownership interest of US Holdings therein), in each case existing on the
          Closing
          Date (after giving effect to the Transactions).  Each Material
          Subsidiary as of the Closing Date has been so designated on Schedule
          8.12.
  8.13.           Intellectual
          Property
  .  Each
          of US Holdings, the Borrower and the Restricted Subsidiaries has good and
          marketable title to, or a valid license or right to use, all patents,
          trademarks, servicemarks, trade names, copyrights and all applications
          therefor
          and licenses thereof, and all other intellectual property rights, free
          and clear
          of all Liens (other than Liens permitted by Section 10.2), that
          are
   -115-
  necessary
          for the operation of their respective businesses as currently conducted,
          except
          where the failure to have any such title, license or rights could not reasonably
          be expected to have a Material Adverse Effect.
  8.14.           Environmental
          Laws
  .  Except
          as could not reasonably be expected to have a Material Adverse
          Effect:  (a) US Holdings, the Borrower and the Restricted Subsidiaries
          and all Real Estate are in compliance with all Environmental Laws; (b)
          US
          Holdings, the Borrower and the Restricted Subsidiaries have, and have timely
          applied for renewal of, all permits under Environmental Law to construct
          and
          operate their facilities as currently constructed; (c) except as set forth
          on
Schedule 8.4, neither US Holdings, the Borrower nor any Restricted
          Subsidiary is subject to any pending or, to the knowledge of the Borrower,
          threatened Environmental Claim or any other liability under any Environmental
          Law including any such Environmental Claim or, to the knowledge of the
          Borrower,
          any other liability under Environmental Law related to, or resulting from
          the
          business or operations of any predecessor in interest of any of them; (d);
          neither US Holdings, the Borrower nor any Restricted Subsidiary is conducting
          or
          financing or is required to conduct or finance, any investigation, removal,
          remedial or other corrective action pursuant to any Environmental Law at
          any
          location; (e) to the knowledge of the Borrower, no Hazardous Materials have
          been released into the environment at, on or under any Real Estate currently
          owned or leased by US Holdings, the Borrower or any Restricted Subsidiary,
          (f)
          neither the US Holdings, the Borrower nor any Restricted Subsidiary has
          treated,
          stored, transported, released or disposed or arranged for disposal or transport
          for disposal of Hazardous Materials at, on, under or from any currently
          or
          formerly owned or leased Real Estate and (g) neither US Holdings, the Borrower
          nor any Restricted Subsidiary has treated, stored, transported, released
          or
          disposed or arranged for disposal or transport for disposal of Hazardous
          Materials at, on, under or from any currently or, to the knowledge of the
          Borrower, formerly owned or leased Real Estate or facility.
  8.15.           Properties
  .  Except
          as set forth on Schedule 8.15, US Holdings, the Borrower and the
          Restricted Subsidiaries have good and indefeasible title to or valid leasehold
          or easement interests in all properties that are necessary for the operation
          of
          their respective businesses as currently conducted, free and clear of all
          Liens
          (other than any Liens permitted by this Agreement) and except where the
          failure
          to have such good title could not reasonably be expected to have a Material
          Adverse Effect.
  8.16.           Solvency
  .  On
          the Closing Date, after giving effect to the Transactions, immediately
          following
          the making of each Loan and Posting Advance on such date and after giving
          effect
          to the application of the proceeds of such Loans and Posting Advances,
          the
          Borrower on a consolidated basis with its Subsidiaries will be
          Solvent.
  SECTION
          9.                                Affirmative
          Covenants
  .
  The
          Borrower hereby covenants and agrees that on the Closing Date (immediately
          after
          giving effect to the Merger) and thereafter, until the Total Commitments
          and all
          Letters of Credit have terminated (unless such Letters of Credit have been
          collateralized on terms and conditions reasonably satisfactory to the applicable
          Letter of Credit Issuer following the termination of the Revolving Credit
          Commitments or the repayment of the Deposit L/C Loans, as the case may
          be) and
          the Loans, Posting Advances and Unpaid Drawings, together with interest,
          fees
          and all other Obligations (other than Hedging Obligations under Secured
          Hedging
          Agreements and/or Secured Commodity Hedging Agreements, Cash Management
          Obligations under Secured Cash Management Agreements or contingent
          indemnification obligations for which no claim has been made), are paid
          in
          full:
  9.1.           Information
          Covenants
  .  The
          Borrower will furnish to the Administrative Agent (which shall promptly
          make
          such information available to the Posting Agent and the Lenders in
          accor
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  dance
          with its customary practice):
  (a)           Annual
          Financial Statements.  As soon as available and in any event on or
          before the date on which such financial statements are required to be filed
          with
          the SEC (after giving effect to any permitted extensions) (or, if such
          financial
          statements are not required to be filed with the SEC, on or before the
          date that
          is 90 days after the end of each such fiscal year (or, in the case of financial
          statements for the fiscal year ended December 31, 2007, on or before the
          date
          that is 120 days after the end of such fiscal year)), the consolidated
          balance
          sheet of the Borrower and its consolidated Subsidiaries and, if different,
          the
          Borrower and the Restricted Subsidiaries, in each case as at the end of
          such
          fiscal year, and the related consolidated statements of operations and
          cash
          flows for such fiscal year, setting forth comparative consolidated figures
          for
          the preceding fiscal years (or, in lieu of such audited financial statements
          of
          the Borrower and the Restricted Subsidiaries, a detailed reconciliation,
          reflecting such financial information for the Borrower and the Restricted
          Subsidiaries, on the one hand, and the Borrower and its consolidated
          Subsidiaries, on the other hand), all in reasonable detail and prepared
          in
          accordance with GAAP, and, in each case, (i) except with respect to any
          such
          reconciliation, certified by independent certified public accountants of
          recognized national standing whose opinion shall not be qualified as to
          the
          scope of audit or as to the status of the Borrower and its consolidated
          Subsidiaries as a going concern, together in any event with a certificate
          of
          such accounting firm stating that in the course of its regular audit of
          the
          Borrower and its consolidated Subsidiaries, such accounting firm has obtained
          no
          knowledge of any Event of Default relating to Section 10.9 that has
          occurred and is continuing or, if in the opinion of such accounting firm
          such an
          Event of Default has occurred and is continuing, a statement as to the
          nature
          thereof, (ii) certified by an Authorized Officer of the Borrower as fairly
          presenting in all material respects the financial condition, results of
          operations, stockholders’ equity and cash flows of the Borrower and its
          consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries,
          as
          the case may be) in accordance with GAAP and (iii) accompanied by a Narrative
          Report with regard thereto.
  (b)           Quarterly
          Financial Statements.  As soon as available and in any event on or
          before the date on which such financial statements are required to be filed
          with
          the SEC (after giving effect to any permitted extensions) with respect
          to each
          of the first three quarterly accounting periods in each fiscal year of
          the
          Borrower (or, if such financial statements are not required to be filed
          with the
          SEC, on or before the date that is 45 days after the end of each such quarterly
          accounting period (or, in the case of financial statements for the fiscal
          quarters ended September 30, 2007 and March 31, 2008, on or before the date
          that is 60 days after the end of such fiscal quarter)), the consolidated
          balance
          sheets of the Borrower and its consolidated Subsidiaries and, if different,
          the
          Borrower and the Restricted Subsidiaries, in each case as at the end of
          such
          quarterly period and the related consolidated statements of operations
          for such
          quarterly accounting period and for the elapsed portion of the fiscal year
          ended
          with the last day of such quarterly period, and the related consolidated
          statement of cash flows for such quarterly accounting period and for the
          elapsed
          portion of the fiscal year ended with the last day of such quarterly period,
          and
          setting forth comparative consolidated figures for the related periods
          in the
          prior fiscal year or, in the case of such consolidated balance sheet, for
          the
          last day of the prior fiscal year (or, in lieu of such unaudited financial
          statements of the Borrower and the Restricted Subsidiaries, a detailed
          reconciliation reflecting such financial information for the Borrower and
          the
          Restricted Subsidiaries, on the one hand, and the Borrower and its consolidated
          Subsidiaries, on the other hand), all of which shall be (i) certified by an
          Authorized Officer of the Borrower as fairly presenting in all material
          respects
          the financial condition, results of operations, stockholders’ equity and cash
          flows of the Borrower and its consolidated Subsidiaries (or the Borrower
          and the
          Restricted Subsidiaries, as the case may be) in accordance with GAAP, subject
          to
          changes resulting from audit, normal year-end audit adjustments and absence
          of
          footnotes and (ii)  accompanied by a Narrative Report with respect
          thereto.
  (c)           Officer’s
          Certificates.  At the time of the delivery of the financial
          statements provided for in Section 9.1(a) and (b), a certificate
          of an Authorized Officer of the Borrower to the effect that no Default
          or Event
          of Default exists or, if any Default or Event of Default does exist, specifying
          the na
   -117-
  ture
          and extent thereof, which certificate shall set forth (i) the calculations
          required to establish whether the Borrower and its Restricted Subsidiaries
          were
          in compliance with the provisions of Section 10.9 as at the end of such
          fiscal
          year or period, as the case may be (including calculations in reasonable
          detail
          of any amount added back to Consolidated EBITDA pursuant to clause
          (a)(xii), clause (a)(xiii) or clause (iii) of the final
          proviso of the definition thereof and any amount excluded from Consolidated
          Net
          Income pursuant to clause (k) of the definition thereof), (ii) a
          specification of any change in the identity of the Restricted Subsidiaries
          and
          Unrestricted Subsidiaries as at the end of such fiscal year or period,
          as the
          case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries,
          respectively, provided to the Lenders on the Closing Date or the most recent
          fiscal year or period, as the case may be, (iii) the then applicable Status
          and (iv) the amount of any Pro Forma Adjustment not previously set forth in
          a Pro Forma Adjustment Certificate or any change in the amount of a Pro
          Forma
          Adjustment set forth in any Pro Forma Adjustment Certificate previously
          provided
          and, in either case, in reasonable detail, the calculations and basis
          therefor.  At the time of the delivery of the financial statements
          provided for in Section 9.1(a), (A) a certificate of an Authorized
          Officer of the Borrower setting forth in reasonable detail the Applicable
          Amount
          and the Applicable Equity Amount as at the end of the fiscal year to which
          such
          financial statements relate and (B) a certificate of an Authorized Officer
          of
          the Borrower setting forth the information required pursuant to Section
          1 of the
          Perfection Certificate or confirming that there has been no change in such
          information since the Closing Date or the date of the most recent certificate
          delivered pursuant to this clause (c)(B), as the case may
          be.
  (d)           Notice
          of Default; Litigation.  Promptly after an Authorized Officer of
          the Borrower or any Restricted Subsidiary obtains knowledge thereof, notice
          of
          (i) the occurrence of any event that constitutes a Default or Event of
          Default,
          which notice shall specify the nature thereof, the period of existence
          thereof
          and what action the Borrower proposes to take with respect thereto and
          (ii) any
          litigation, regulatory or governmental proceeding pending against the Borrower
          or any Restricted Subsidiary that could reasonably be expected to be determined
          adversely and, if so determined, to result in a Material Adverse
          Effect.
  (e)           Environmental
          Matters.  Promptly after obtaining knowledge of any one or more of
          the following environmental matters, unless such environmental matters
          known to
          the Borrower and the Restricted Subsidiaries would not, individually, or
          when
          aggregated with all other such matters, be reasonably expected to result
          in a
          Material Adverse Effect, notice of:
  (i)       any
          pending or threatened Environmental Claim against any Credit Party or any
          Real
          Estate or any Credit Party or any predecessor in interest of the Borrower
          or any
          Restricted Subsidiary or any other Person for which any Credit Party is
          alleged
          to be liable by contract or operation of law;
  (ii)                  any
          condition or occurrence on any Real Estate that (x) could reasonably be
          expected
          to result in noncompliance by any Credit Party with any applicable Environmental
          Law or (y) could reasonably be anticipated to form the basis of any
          Environmental Claim against any Credit Party or any Real Estate;
  (iii)                  any
          condition or occurrence on any Real Estate or any circumstance that could
          reasonably be anticipated to cause such Real Estate to be subject to any
          restrictions on the ownership, occupancy, use or transferability of such
          Real
          Estate under any Environmental Law that would be inconsistent with the
          present
          use or operation of such Real Estate; and
  (iv)                  the
          conduct of any investigation, or any removal, remedial or other corrective
          action in response to the actual or alleged presence, release or threatened
          release into the environment of any Hazardous Material on, at, under or
          from any
          Real Estate.
   -118-
  
  All
          such notices shall describe in reasonable detail the nature of the claim,
          investigation, condition, occurrence, removal or remedial or other corrective
          action and the response thereto.  The term “**Real
          Estate**” shall mean any interest in land, buildings and improvements
          owned, leased or otherwise held by any Credit Party, but excluding all
          operating
          fixtures and equipment.
  (f)           Other
          Information.  Promptly upon filing thereof, copies of any filings
          (including on Form 10-K, 10-Q or 8-K) or registration statements with, and
          reports to, the SEC or any analogous Governmental Authority in any relevant
          jurisdiction by US Holdings, the Borrower or any Restricted Subsidiary
          (other
          than amendments to any registration statement (to the extent such registration
          statement, in the form it becomes effective, is delivered to the Administrative
          Agent), exhibits to any registration statement and, if applicable, any
          registration statements on Form S-8) and copies of all financial statements,
          proxy statements, notices and reports that US Holdings, the Borrower or
          any
          Restricted Subsidiary shall send to the holders of any publicly issued
          debt of
          US Holdings, the Borrower and/or any Restricted Subsidiary (including the
          Borrower Senior Exchange Notes (whether publicly issued or not)) in their
          capacity as such holders (in each case to the extent not theretofore delivered
          to the Administrative Agent pursuant to this Agreement) and, with reasonable
          promptness, such other information (financial or otherwise) as the
          Administrative Agent on its own behalf or on behalf of any Lender (acting
          through the Administrative Agent) may reasonably request in writing from
          time to
          time.
  (g)           Pro
          Forma Adjustment Certificate.  Not later than any date on which
          financial statements are delivered with respect to any Test Period in which
          a
          Pro Forma Adjustment is made, a certificate of an Authorized Officer of
          the
          Borrower setting forth the amount of such Pro Forma Adjustment and, in
          reasonable detail, the calculations and basis therefor.
  (h)           Projections.  Within
          ninety days after the commencement of each fiscal year of the Borrower
          (or, in
          the case of the budget for the fiscal year beginning January 1, 2008, within
          120
          days after the commencement of such fiscal year), a reasonably detailed
          consolidated budget for the following fiscal year as customarily prepared
          by
          management of the Borrower for its internal use (including a projected
          consolidated balance sheet of the Borrower and the Restricted Subsidiaries
          as of
          the end of the following fiscal year, the related consolidated statements
          of
          projected cash flow and projected income and a summary of the material
          underlying assumptions applicable thereto) (collectively, the
“**Projections**”), which Projections shall in each case be
          accompanied by a certificate of an Authorized Officer of the Borrower stating
          that such Projections have been prepared in good faith on the basis of
          the
          assumptions stated therein, which assumptions were believed to be reasonable
          at
          the time of preparation of such Projections, it being understood that actual
          results may vary from such Projections.
  (i)           Completion
          Date.  The Borrower shall provide notice to the Administrative
          Agent within 30 days after each of Oak Grove Unit 1, Oak Grove Unit 2 and
          Sandow
          Unit 5 achieves a 70% capacity factor for one full fiscal quarter.
  Notwithstanding
          the foregoing, the obligations in clauses (a), (b) and (f)
          of this Section 9.1 may be satisfied with respect to financial
          information of the Borrower and the Restricted Subsidiaries by furnishing
          (A)
          the applicable financial statements of US Holdings, the Parent or any direct
          or
          indirect parent of the Parent or (B) the Borrower’s (or US Holdings’, the
          Parent’s or any direct or indirect parent thereof), as applicable, Form 10-K or
          10-Q, as applicable, filed with the SEC; provided that, with respect to
          each of subclauses (A) and (B) of this paragraph, to the extent
          such information relates to US Holdings, the Parent or a parent of the
          Parent,
          such information is accompanied by consolidating or other information that
          explains in reasonable detail the differences between the information relating
          to US Holdings, the Parent or such parent, on the one hand, and the information
          relating to the Borrower and the Restricted Subsidiaries on a standalone
          basis,
          on the other hand.
   -119-
  
  9.2.           Books,
          Records and Inspections
  .  The
          Borrower will, and will cause each Restricted Subsidiary to, permit officers
          and
          designated representatives of the Administrative Agent or the Required
          Lenders
          (as accompanied by the Administrative Agent) to visit and inspect any of
          the
          properties or assets of the Borrower or such Restricted Subsidiary in
          whomsoever’s possession to the extent that it is within such party’s control to
          permit such inspection (and shall use commercially reasonable efforts to
          cause
          such inspection to be permitted to the extent that it is not within such
          party’s
          control to permit such inspection), and to examine the books and records
          of the
          Borrower and any such Restricted Subsidiary and discuss the affairs, finances
          and accounts of the Borrower and of any such Restricted Subsidiary with,
          and be
          advised as to the same by, its and their officers and independent accountants,
          all at such reasonable times and intervals and to such reasonable extent
          as the
          Administrative Agent or Required Lenders may desire (and subject, in the
          case of
          any such meetings or advice from such independent accountants, to such
          accountants’ customary policies and procedures); provided that, excluding
          any such visits and inspections during the continuation of an Event of
          Default
          (a) only the Administrative Agent, whether on its own or in conjunction
          with the
          Required Lenders, may exercise rights of the Administrative Agent and the
          Lenders under this Section 9.2, (b) the Administrative Agent shall
          not exercise such rights more than two times in any calendar year and (c)
          only
          one such visit shall be at the Borrower’s expense; providedfurther
          that when an Event of Default exists, the Administrative Agent (or any
          of its
          representatives or independent contractors) or any representative of any
          Lender
          may do any of the foregoing at the expense of the Borrower at any time
          during
          normal business hours and upon reasonable advance notice.  The
          Administrative Agent and the Required Lenders shall give the Borrower the
          opportunity to participate in any discussions with the Borrower’s independent
          public accountants.
  9.3.           Maintenance
          of Insurance
  .  The
          Borrower will, and will cause each Material Subsidiary that is a Restricted
          Subsidiary to, at all times maintain in full force and effect, pursuant
          to
          self-insurance arrangements or with insurance companies that the Borrower
          believes (in the good faith judgment of the management of the Borrower,
          as
          applicable) are financially sound and responsible at the time the relevant
          coverage is placed or renewed, insurance in at least such amounts (after
          giving
          effect to any self-insurance which the Borrower believes (in the good faith
          judgment of management of the Borrower, as applicable) is reasonable and
          prudent
          in light of the size and nature of its business) and against at least such
          risks
          (and with such risk retentions) as the Borrower believes (in the good faith
          judgment of management of the Borrower, as applicable) is reasonable and
          prudent
          in light of the size and nature of its business; and will furnish to the
          Administrative Agent, upon written reasonable request from the Administrative
          Agent, information presented in reasonable detail as to the insurance so
          carried.  With respect to each Mortgaged Property, obtain flood
          insurance in such total amount as the Administrative Agent may from time
          to time
          require, if at any time the area in which any improvements located on any
          Mortgaged Property is designated a “flood hazard area” in any Flood Insurance
          Rate Map published by the Federal Emergency Management Agency (or any successor
          agency), and otherwise comply with the National Flood Insurance Program
          as set
          forth in the Flood Disaster Protection Act of 1973, as amended from time
          to
          time.
  9.4.           Payment
          of Taxes
  .  The
          Borrower will pay and discharge, and will cause each of the Restricted
          Subsidiaries to pay and discharge, all Taxes, assessments and governmental
          charges or levies imposed upon it or upon its income or profits, or upon
          any
          properties belonging to it, prior to the date on which penalties attach
          thereto,
          and all lawful claims in respect of any Taxes imposed, assessed or levied
          that,
          if unpaid, could reasonably be expected to become a material Lien upon
          any
          properties of the Borrower or any Restricted Subsidiary of the Borrower;
          provided that neither the Borrower nor any such Restricted Subsidiary
          shall be required to pay any such tax, assessment, charge, levy or claim
          that is
          being contested in good faith and by proper proceedings if it has maintained
          adequate reserves (in the good faith judgment of management of the Borrower)
          with respect thereto in accordance with GAAP or the failure to pay could
          not
          reasonably be expected to result in a Material Adverse Effect.
   -120-
  
  9.5.           Consolidated
          Corporate Franchises
  .  The
          Borrower will do, and will cause each Material Subsidiary that is a Restricted
          Subsidiary to do, or cause to be done, all things necessary to preserve
          and keep
          in full force and effect its existence, corporate rights and authority,
          except
          to the extent that the failure to do so could not reasonably be expected
          to have
          a Material Adverse Effect; provided, however, that the Borrower
          and the Restricted Subsidiaries may consummate any transaction permitted
          under
Section 10.3, 10.4 or 10.5.
  9.6.           Compliance
          with Statutes, Regulations, Etc.
  The
          Borrower will, and will cause each Restricted Subsidiary to, comply with
          all
          Applicable Laws applicable to it or its property, including all governmental
          approvals or authorizations required to conduct its business, and to maintain
          all such governmental approvals or authorizations in full force and effect,
          in
          each case except where the failure to do so could not reasonably be expected
          to
          have a Material Adverse Effect.
  9.7.           ERISA
  .  iii)  Promptly
          after the Borrower or any ERISA Affiliate knows or has reason to know of
          the
          occurrence of any of the following events that, individually or in the
          aggregate
          (including in the aggregate such events previously disclosed or exempt
          from
          disclosure hereunder, to the extent the liability therefor remains outstanding),
          would be reasonably likely to have a Material Adverse Effect, the Borrower
          will
          deliver to the Administrative Agent a certificate of an Authorized Officer
          or
          any other senior officer of the Borrower setting forth details as to such
          occurrence and the action, if any, that the Borrower or such ERISA Affiliate
          is
          required or proposes to take, together with any notices (required, proposed
          or
          otherwise) given to or filed with or by the Borrower, such ERISA Affiliate,
          the
          PBGC, a Plan participant (other than notices relating to an individual
          participant’s benefits) or the Plan administrator with respect
          thereto:  that a Reportable Event has occurred; that an accumulated
          funding deficiency has been incurred or an application is to be made to
          the
          Secretary of the Treasury for a waiver or modification of the minimum funding
          standard (including any required installment payments) or an extension
          of any
          amortization period under Section 412 of the Code with respect to a Plan;
          that a
          Plan having an Unfunded Current Liability has been or is to be terminated,
          reorganized, partitioned or declared insolvent under Title IV of ERISA
          (including the giving of written notice thereof); that a Plan has an Unfunded
          Current Liability that has or will result in a lien under ERISA or the
          Code;
          that proceedings will be or have been instituted to terminate a Plan having
          an
          Unfunded Current Liability (including the giving of written notice thereof);
          that a proceeding has been instituted against the Borrower or an ERISA
          Affiliate
          pursuant to Section 515 of ERISA to collect a delinquent contribution to
          a Plan;
          that the PBGC has notified the Borrower or any ERISA Affiliate of its intention
          to appoint a trustee to administer any Plan; that the Borrower or any ERISA
          Affiliate has failed to make a required installment or other payment pursuant
          to
          Section 412 of the Code with respect to a Plan; or that the Borrower or
          any
          ERISA Affiliate has incurred or will incur (or has been notified in writing
          that
          it will incur) any liability (including any contingent or secondary liability)
          to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515,
          4062,
          4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
          Code.
  (b)           Promptly
          following any request therefor, on and after the effectiveness of the Pension
          Act, the Borrower will deliver to the Administrative Agent copies of
          (i) any documents described in Section 101(k) of ERISA that the Borrower
          and any of the Restricted Subsidiaries or any ERISA Affiliate may request
          with
          respect to any Multiemployer Plan and (ii) any notices described in Section
          101(l) of ERISA that the Borrower and any of the Restricted Subsidiaries
          or any
          ERISA Affiliate may request with respect to any Multiemployer Plan;
provided that if the Borrower, any of such Restricted Subsidiaries or any
          ERISA Affiliate has not requested such documents or notices from the
          administrator or sponsor of the applicable Multiemployer Plan, the Borrower,
          the
          applicable Restricted Subsidiary(ies) or the ERISA Affiliate(s) shall promptly
          make a request for such documents or notices from such administrator or
          sponsor
          and shall provide copies of such documents and notices promptly after receipt
          thereof.
   -121-
  
  (c)           Upon
          the reasonable request of the Administrative Agent, the Borrower shall
          deliver
          to the Administrative Agent copies of:  (i) each Schedule B
          (Actuarial Information) to the annual report (Form 5500 Series) filed by
          the
          Borrower or any ERISA Affiliate with the Internal Revenue Service with
          respect
          to each Plan, (ii) the most recent actuarial valuation report for each
          Plan, (iii) all notices received by the Borrower or any ERISA Affiliate
          from a
          Multiemployer Plan sponsor or any governmental agency and (iv) such other
          documents or governmental reports or filings relating to any Employee Benefit
          Plan as the Administrative Agent shall reasonably request.
  9.8.           Maintenance
          of Properties
  .  The
          Borrower will, and will cause the Restricted Subsidiaries to, keep and
          maintain
          all property material to the conduct of its business in good working order
          and
          condition, ordinary wear and tear excepted, except to the extent that the
          failure to do so could reasonably be expected to have a Material Adverse
          Effect.
  9.9.           Transactions
          with Affiliates
  .  The
          Borrower will conduct, and cause the Restricted Subsidiaries to conduct,
          all
          transactions with any of its Affiliates (other than transactions between
          or
          among the Borrower and the Restricted Subsidiaries and, between or among
          the
          Borrower, the Restricted Subsidiaries and to the extent in the ordinary
          course
          or consistent with past practice the Parent and any of its other Subsidiaries,
          including the Oncor Subsidiaries) on terms that are, taken as a whole,
          substantially as favorable to the Borrower or such Restricted Subsidiary
          as it
          would obtain in a comparable arm’s-length transaction with a Person that is not
          an Affiliate; provided that the foregoing restrictions shall not apply
          to
  (a)           the
          payment of customary fees to the Sponsors for management, monitoring,
          consulting, advisory, underwriting, placement and financial services rendered
          to
          the Parent, US Holdings, the Borrower and the other Subsidiaries of the
          Parent
          and customary investment banking fees paid to the Sponsors for services
          rendered
          to the Parent, US Holdings, the Borrower and the other Subsidiaries of
          the
          Parent in connection with divestitures, acquisitions, financings and other
          transactions, whether or not consummated,
  (b)           transactions
          permitted by Section 10.6,
  (c)           the
          Transactions and the payment of the Transaction Expenses,
  (d)           the
          issuance of Stock or Stock Equivalents of the Borrower (or any direct or
          indirect parent thereof) to the management of the Borrower (or any direct
          or
          indirect parent thereof) or any Subsidiary of the Borrower in connection
          with
          the Transactions or pursuant to arrangements described in clause (f) of
          this Section 9.9,
  (e)           loans,
          advances and other transactions between or among the Borrower, any Subsidiary
          of
          the Borrower or any joint venture (regardless of the form of legal entity)
          in
          which the Borrower or any Subsidiary of the Borrower has invested (and
          which
          Subsidiary or joint venture would not be an Affiliate of the Borrower but
          for
          the Borrower’s or such Subsidiary’s Subsidiary ownership of Stock or Stock
          Equivalents in such joint venture or Subsidiary) to the extent permitted
          under
Section 10,
  (f)           payments,
          advances or loans (or cancellation of loans), employment and severance
          arrangements and health and benefit plans or agreements between the Parent,
          US
          Holdings, the Borrower and the other Subsidiaries of the Parent and their
          respective officers, employees or consultants (including management and
          employee
          benefit plans or agreements, stock option plans and other compensatory
          arrangements) in the ordinary course of business,
   -122-
  
  (g)           payments
          by the Borrower (and any direct or indirect parent thereof), and the
          Subsidiaries of the Parent pursuant to tax sharing agreements among the
          Borrower
          (and any such parent), and the Subsidiaries of the Borrower on customary
          terms
          to the extent attributable to the ownership or operation of the Borrower
          and the
          Subsidiaries of the Parent,
  (h)           the
          payment of customary fees and reasonable out of pocket costs to, and indemnities
          provided on behalf of, directors, managers, consultants, officers and employees
          of the Borrower (or, to the extent attributable to the ownership of the
          Borrower
          by such parent, any direct or indirect parent thereof) and the Subsidiaries
          of
          the Borrower in the ordinary course of business,
  (i)           the
          payment of indemnities and reasonable expenses incurred by the Sponsors
          and
          their Affiliates in connection with services provided to the Borrower (or
          any
          direct or indirect parent thereof), or any of the Subsidiaries of the
          Borrower,
  (j)           the
          issuance of Stock or Stock Equivalents (other than Disqualified Stock)
          of the
          Borrower (or any direct or indirect parent thereof) to Holdings, any Permitted
          Holder or to any director, officer, employee or consultant,
  (k)           sales
          of Receivables Facility Assets in connection with any Permitted Receivables
          Financing and
  (l)           transactions
          pursuant to permitted agreements in existence on the Closing Date and set
          forth
          on Schedule 9.9 or any amendment thereto to the extent such an amendment
          (together with any other amendment or supplemental agreements) is not adverse,
          taken as a whole, to the Lenders in any material respect.
  9.10.           End
          of Fiscal Years; Fiscal Quarters
  .  The
          Borrower will, for financial reporting purposes, cause (a) each of its,
          and the
          Restricted Subsidiaries’ fiscal years to end on December 31 of each year (each a
“**Fiscal Year**”) and (b) each of its, and the Restricted
          Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal
          year-end and the Borrower’s past practice; provided, however, that
          the Borrower may, upon written notice to the Administrative Agent change
          the
          financial reporting convention specified above to any other financial reporting
          convention reasonably acceptable to the Administrative Agent, in which
          case the
          Borrower and the Administrative Agent will, and are hereby authorized by
          the
          Lenders to, make any adjustments to this Agreement that are necessary in
          order
          to reflect such change in financial reporting.
  9.11.           Additional
          Guarantors and Grantors
  .  Subject
          to any applicable limitations set forth in the Guarantee and the Security
          Documents, the Borrower will cause each direct or indirect Domestic Subsidiary
          of the Borrower (excluding any Excluded Subsidiary) formed or otherwise
          purchased or acquired after the date hereof (including pursuant to a Permitted
          Acquisition) and each other Domestic Subsidiary of the Borrower that ceases
          to
          constitute an Excluded Subsidiary to, within 30 days from the date of such
          formation, acquisition or cessation, as applicable (or such longer period
          as the
          Administrative Agent may agree in its reasonable discretion), execute a
          supplement to each of the Guarantee, the Pledge Agreement and the Security
          Agreement in order to become a Guarantor under such Guarantee, a pledgor
          under
          the Pledge Agreement and a grantor under such Security Agreement.
  9.12.           Pledge
          of Additional Stock and Evidence of Indebtedness
  .
  (a)           Subject
          to any applicable limitations set forth in the Pledge Agreement, the Borrower
          will pledge, and, if applicable, will cause each other Subsidiary Guarantor
          (or
          Person required to become a Subsidiary Guarantor pursuant to Section
          9.11), to pledge to the Collateral Agent for the benefit
   -123-
  of
          the Secured Parties, (i) all the Stock and Stock Equivalents (other than
          any
          Excluded Stock and Stock Equivalents) of each Subsidiary owned by the Borrower
          or any Subsidiary Guarantor (or Person required to become a Subsidiary
          Guarantor
          pursuant to Section 9.11), in each case formed or otherwise purchased or
          acquired after the Closing Date, pursuant to a supplement to the Pledge
          Agreement substantially in the form of Annex A thereto, (ii) all evidences
          of Indebtedness in excess of $10,000,000 received by the Borrower or any
          Subsidiary Guarantor (or Person required to become a Subsidiary Guarantor
          pursuant to Section 9.11), in each case pursuant to a supplement to the
          Pledge Agreement substantially in the form of Annex A thereto, and (iii)
          any
          global promissory notes executed after the Closing Date evidencing Indebtedness
          in excess of $10,000,000 of the Borrower and the Subsidiaries of the Borrower
          that is owing to the Borrower or any Subsidiary Guarantor (or Person required
          to
          become a Subsidiary Guarantor pursuant to Section 9.11), in each case
          pursuant to a supplement to the Pledge Agreement in the form of Annex A
          thereto.
  (b)           The
          Borrower agrees that all Indebtedness in excess of $10,000,000 of the Borrower
          and the Subsidiaries of the Borrower and is owing to the Borrower or to
          any
          Subsidiary Guarantor shall be evidenced by one or more global promissory
          notes.
  9.13.           Use
          of Proceeds
  .  The
          Borrower will use the proceeds of the Letters of Credit and the proceeds
          of the
          Loans and Posting Advances for the purposes set forth in the recitals to
          this
          Agreement.
  9.14.           Further
          Assurances
  .
  (a)           The
          Borrower will, and will cause each other Credit Party to, execute any and
          all
          further documents, financing statements, agreements and instruments, and
          take
          all such further actions (including the filing and recording of financing
          statements, fixture filings, mortgages, deeds of trust and other documents)
          that
          may be required under any Applicable Law, or that the Collateral Agent
          or the
          Required Lenders may reasonably request, in order to grant, preserve, protect
          and perfect the validity and priority of the security interests created
          or
          intended to be created by the applicable Security Documents, all at the
          expense
          of US Holdings, the Borrower and the Restricted Subsidiaries.
  (b)           Subject
          to any applicable limitations set forth in the Security Documents (including
          in
          any Mortgage) and in Section 6.2, if any assets (including any owned Real
          Estate or improvements thereto (but not any leased Real Estate or any Stock
          of
          Stock Equivalents of any Subsidiary) or any interest therein) with a book
          value
          in excess of $20,000,000 (in the case of Real Estate) or $10,000,000 (in
          the
          case of all other assets) are acquired by the Borrower or any Subsidiary
          Guarantor after the Closing Date (other than assets constituting Collateral
          under the Security Documents that become subject to the Lien of any Security
          Document upon acquisition thereof or assets subject to a Lien granted pursuant
          to Section 10.2(d) or 10.2(g)) that are of the nature secured by
          any Security Document, the Borrower will notify the Collateral Agent (who
          shall
          thereafter notify the Lenders) thereof and, if requested by the Collateral
          Agent, will cause such assets to be subjected to a Lien securing the applicable
          Obligations and will take, and cause the other Credit Parties to take,
          such
          actions as shall be necessary or reasonably requested by the Collateral
          Agent,
          as soon as commercially reasonable but in no event later than 120 days
          (or 180
          days in the case of Collateral consisting of mining properties), unless
          extended
          by the Collateral Agent in its sole discretion, to grant and perfect such
          Liens
          consistent with the applicable requirements of the Security Documents,
          including
          actions described in paragraph (a) of this Section, all at the expense of
          the Credit Parties.
  (c)           Any
          Mortgage delivered to the Collateral Agent in accordance with the preceding
          clause (b) shall be accompanied by those items set forth in Section
          6.2(f) hereof to the extent that the items in Section 6.2(f) are
          customary for the type of assets covered by such Mortgage.  Any items
          that are
   -124-
  customary
          for the type of assets covered by such Mortgage may be delivered within
          a
          commercially reasonable period of time after the delivery of a Mortgage
          if they
          are not reasonably available at the time the Mortgage is delivered.
  (d)           With
          respect to any Post-Closing Mortgaged Property, within 120 days (or 180
          days in
          the case of Collateral consisting of mining properties), unless extended
          by the
          Collateral Agent in its sole discretion, the Borrower will deliver, or
          cause to
          be delivered, to the Collateral Agent (i) a Mortgage with respect to each
          Post-Closing Mortgaged Property, executed by a duly authorized officer
          of each
          obligor party thereto, (ii) title insurance of the type described in
Section 6.2(f)(iii) with respect to each such Mortgaged Property and
          (iii) for each Post-Closing Mortgaged Property consisting of a nuclear or
          coal-fired power plant, a Survey; provided that, notwithstanding the foregoing,
          with respect to the oil, gas and other mineral interests described in item
          4
          under part B of Schedule 1.1(c), the Post-Closing Mortgages will describe
          the mortgaged mineral interests in the manner customary for the mortgaging
          of
          similar mineral interests in similar transactions and there will be no
          title
          insurance or Surveys in connection with such Post-Closing Mortgaged Properties.
          Within 180 days after the granting of each Mortgage with respect to a Closing
          Date Mortgaged Property, the Borrower shall deliver to the Collateral Agent
          a
          Survey with respect to such Closing Date Mortgaged Property constituting
          a
          nuclear or coal fired power generation station.  The Borrower, within
          30 days of the Closing Date, will deliver, or cause to be delivered, (i)
          to the
          extent not delivered pursuant to Section 6.2(f)(v), a completed Federal
          Emergency Management Agency Standard Flood Determination with respect to
          each
          Closing Date Mortgaged Property, in each case in form and substance reasonably
          satisfactory to the Collateral Agent, (ii) evidence of flood insurance
          with
          respect to each Closing Date Mortgaged Property, to the extent and in amounts
          required by  Applicable Laws, in each case in form and substance
          reasonably satisfactory to the Collateral Agent and (iii) revised insurance
          certificates of the type required to be delivered pursuant to Section 6.15
          to
          reflect that such insurance covers all Mortgaged Property and designating
          the
          amount of insurance applicable to each such Mortgaged Property, in each
          case in
          form and substance reasonably acceptable to the Collateral Agent.
  (e)           Notwithstanding
          anything herein to the contrary, if the Collateral Agent determines in
          its
          reasonable judgment (confirmed in writing to the Borrower and the Administrative
          Agent) that the cost or other consequences (including adverse tax and accounting
          consequences) of creating or perfecting any Lien on any property is excessive
          in
          relation to the benefits afforded to the Secured Party thereby, then such
          property may be excluded from the Collateral for all purposes of the Credit
          Documents.
  (f)           Within
          140 days after Final Completion of construction (as defined in the applicable
          engineering, procurement and constructions contract, "**EPC
          Contract**") of each of the Oak Grove (which, for the purposes of this
          Section 9.14(f), shall include Oak Grove Unit 1 and Oak Grove Unit 2) and
          Sandow
          Unit 5 construction projects (each, a “**Project**”), the Borrower
          shall, or shall cause the applicable Credit Party to deliver to the Collateral
          Agent (i) a title insurance bring down and endorsements to the title insurance
          policy insuring the Mortgaged Property upon which such Project was constructed
          amending such title insurance policy to update the policy to a then current
          date
          and reflect that such policy shall be free and clear of all mechanics,
          material-men or other similar liens, except to the extent the same constitute
          Liens expressly permitted pursuant to Section 10.2, (ii) all lien waivers
          from the contractors and subcontractors relating to such Project as shall
          be
          required to be delivered pursuant to the applicable EPC Contract and shall
          use
          commercially reasonable efforts to deliver to the Collateral Agent such
          other
          lien waivers from such contractors and subcontractors as shall be reasonably
          requested by the Collateral Agent and (iii) a Survey of such Mortgaged
          Property
          to the extent necessary for the title insurance company to omit any survey
          exceptions to the title insurance policy (including any bring-downs or
          en
   -125-
  dorsements
          required pursuant to clause (i) of this Section 9.14(f)) with respect to
          such
          Mortgaged Property.
  9.15.           Changes
          in Business
  .  The
          Borrower and the Restricted Subsidiaries, taken as a whole, will not
          fundamentally and substantively alter the character of their business,
          taken as
          a whole, from the business conducted by the Borrower and the Restricted
          Subsidiaries, taken as a whole, on the Closing Date and other business
          activities incidental or reasonably related to any of the
          foregoing.
  9.16.           Independent
          Review of New Build Program
  .  The
          Borrower will take all commercially reasonable actions to permit the
          Administrative Agent to conduct, prior to the initial Borrowing under the
          Delayed Draw Term Loan Facility, expert independent review (subject to
          compliance with Section 13.16 and at the sole cost and expense of the
          Administrative Agent) of the compliance of the New Build Program with all
          Applicable Laws (including state and federal Environmental Laws and regulatory
          laws and regulations).  It is understood that the foregoing covenant
          shall not constitute a condition to any Borrowing under the Delayed Draw
          Term
          Loan Facility.
  SECTION
          10.                                Negative
          Covenants
  .
  The
          Borrower hereby covenants and agrees that on the Closing Date (immediately
          after
          consummation of the Merger) and thereafter, until the Total Commitments
          and all
          Letters of Credit have terminated (unless such Letters of Credit have been
          collateralized on terms and conditions reasonably satisfactory to the applicable
          Letter of Credit Issuer following the termination of the Revolving Credit
          Commitments or the repayment of the Deposit L/C Loans, as the case may
          be) and
          the Loans, Posting Advances and Unpaid Drawings, together with interest,
          fees
          and all other Obligations (other than Hedging Obligations under Secured
          Hedging
          Agreements and/or Secured Commodity Hedging Agreements, Cash Management
          Obligations under Secured Cash Management Agreement or contingent
          indemnification obligations for which no claim has been made), are paid
          in
          full:
  10.1.           Limitation
          on Indebtedness
  .  The
          Borrower will not, and will not permit the Restricted Subsidiaries to,
          create,
          incur, assume or suffer to exist any Indebtedness;
provided**that the Borrower and any Restricted Subsidiary
          may incur Indebtedness (and all premiums (if any), interest (including
          post-petition interest), fees, expenses, charges and additional or contingent
          interest with regard to such Indebtedness), (x) if immediately before and
          after
          giving effect to such incurrence, no Default shall have occurred and be
          continuing and (y) on a Pro Forma Basis, after giving effect to such incurrence,
          the Consolidated EBITDA to Consolidated Interest Expense Ratio shall be
          at least
          2.0 to 1.0; provided, further, that Restricted Subsidiaries that
          are not Subsidiary Guarantors may not incur Indebtedness under this provision
          in
          an aggregate principal amount outstanding at any time, when combined with
          the
          total amount of outstanding Indebtedness incurred by Restricted Subsidiaries
          that are not Subsidiary Guarantors pursuant to Sections 10.1(d),
10.1(j), 10.1 (k) and10.1(n), exceeding
          $1,250,000,000.
  Notwithstanding
          the foregoing, the limitations set forth in the immediately preceding paragraph
          shall not apply to any of the following items:
  (a)           Indebtedness
          arising under the Credit Documents;
  (b)           subject
          to compliance with Section 10.5, Indebtedness of the Borrower or any
          Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary;
          provided that all such Indebtedness of any Credit Party owed to any
          Person that is not a Credit Party shall be subordinated to the Obligations
          on
          terms reasonably satisfactory to the Administrative Agent;
   -126-
  
  (c)           Indebtedness
          in respect of any bankers’ acceptance, bank guarantees, letter of credit,
          warehouse receipt or similar facilities entered into in the ordinary course
          of
          business (including in respect of construction and restoration activities
          and in
          respect of workers compensation claims, health, disability or other employee
          benefits or property, casualty or liability insurance or self-insurance
          or other
          Indebtedness with respect to reimbursement-type obligations regarding workers
          compensation claims);
  (d)           subject
          to compliance with Section 10.5, Guarantee Obligations incurred by
          (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or
          any other Restricted Subsidiary that is permitted to be incurred under
          this
          Agreement (except that a Restricted Subsidiary that is not a Credit Party
          may
          not, by virtue of this Section 10.1(d) guarantee Indebtedness that
          such Restricted Subsidiary could not otherwise incur under this Section
          10.1) and (ii) the Borrower in respect of Indebtedness of Restricted
          Subsidiaries that is permitted to be incurred under this Agreement;
provided that (A) if the Indebtedness being guaranteed under this
Section 10.1(d) is subordinated to the Obligations, such Guarantee
          Obligations shall be subordinated to the Guarantee of the Obligations on
          terms
          at least as favorable to the Lenders as those contained in the subordination
          of
          such Indebtedness, (B) no guarantee by any Restricted Subsidiary of the
          Borrower
          Senior Facility, any Refinanced Bridge Indebtedness or any Permitted Additional
          Debt shall be permitted unless such Restricted Subsidiary shall have also
          provided a guarantee of the Obligations substantially on the terms set
          forth in
          the Guarantee and (C) the aggregate amount of Guarantee Obligations incurred
          by
          Restricted Subsidiaries that are not Subsidiary Guarantors under this clause
          (d), when combined with the total amount of Indebtedness incurred by
          Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to
          Sections 10.1(j), 10.1(k) and 10.1(n) and the first
          paragraph of Section 10.1, shall not exceed $1,250,000,000 at any time
          outstanding;
  (e)           Guarantee
          Obligations (i) incurred in the ordinary course of business (including
          in
          respect of construction or restoration activities) in respect of obligations
          of
          (or to) suppliers, customers, franchisees, lessors and licensees or (ii)
          otherwise constituting Investments permitted by Sections 10.5(d),
10.5(g), 10.5(i), 10.5(q), 10.5(t) and
10.5(v);
  (f)           (i)
          Indebtedness (including Indebtedness arising under Capital Leases) incurred
          to
          finance the purchase price, cost of design, acquisition, construction,
          repair,
          restoration, replacement, expansion, installation or improvement of fixed
          or
          capital assets or otherwise in respect of Capital Expenditures, so long
          as such
          Indebtedness, except in the case of Environmental CapEx or Necessary CapEx,
          is
          incurred within 270 days of the acquisition, construction, repair,
          restoration, replacement, expansion, installation or improvement of such
          fixed
          or capital assets or incurrence of such Capital Expenditure,
          (ii) Indebtedness arising under Capital Leases entered into in connection
          with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital
          Leases, other than Capital Leases in effect on the date hereof and Capital
          Leases entered into pursuant to subclauses (i) and (ii)
          above; provided, that the aggregate amount of Indebtedness incurred
          pursuant to this clause (iii) at any time outstanding shall not
          exceed $400,000,000 and (iv) any modification, replacement, refinancing,
          refunding, renewal or extension of any Indebtedness specified in subclause
          (i), (ii) or (iii) above; provided that, except to the
          extent otherwise expressly permitted hereunder, the principal amount thereof
          does not exceed the principal amount thereof outstanding immediately prior
          to
          such modification, replacement, refinancing, refunding, renewal or extension
          except by an amount equal to
   -127-
  the
          unpaid accrued interest and premium thereon plus the reasonable amounts
          paid in respect of fees and expenses incurred in connection with such
          modification, replacement, refinancing, refunding, renewal or
          extension;
  (g)           Indebtedness
          outstanding on the date hereof listed on Schedule 10.1 and the
          Existing Notes and any modification, replacement, refinancing, refunding,
          renewal or extension thereof; provided that except to the extent
          otherwise expressly permitted hereunder, in the case of any such modification,
          replacement, refinancing, refunding, renewal or extension, (w) the principal
          amount thereof does not exceed the principal amount thereof outstanding
          immediately prior to such modification, replacement, refinancing, refunding,
          renewal or extension except by an amount equal to the unpaid accrued interest
          and premium thereon plus the reasonable amounts paid in respect of fees
          and
          expenses incurred in connection with such modification, replacement,
          refinancing, refunding, renewal or extension, (x) the direct and contingent
          obligors with respect to such Indebtedness are not changed (y)(1) except
          in the
          case of Existing Notes with a Stated Maturity (as of the Closing Date)
          prior to
          the latest Maturity Date of any Credit Facility hereunder, no portion of
          such
          Indebtedness matures prior to the latest Maturity Date of any Credit Facility
          hereunder and (2) in the case of the Existing Notes with a Stated Maturity
          (as
          of the Closing Date) prior to the latest Maturity Date of any Credit Facility,
          no portion of such Indebtedness matures prior to the Stated Maturity of
          such
          Existing Notes as of the Closing Date and (z) if the Indebtedness being
          refinanced, or any guarantee thereof, constituted subordinated Indebtedness,
          then such replacement or refinancing Indebtedness, or such guarantee,
          respectively, shall be subordinated to the Obligations to substantially
          the same
          extent;
  (h)           Indebtedness
          in respect of Hedging Agreements; provided that (i) other than in the
          case of Commodity Hedging Agreements, such Hedging Agreements are not entered
          into for speculative purposes (as determined by the Borrower in its reasonable
          discretion acting in good faith) and (ii) any speculative Commodity Hedging
          Agreements must be entered into in the ordinary course of business and
          shall be
          consistent with past practice;
  (i)           Indebtedness
          and Guarantee Obligations in respect of any Borrower Senior Facility in
          an
          aggregate principal amount not to exceed $6,750,000,000 plus the PIK
          Interest Amount and (ii) any modification, replacement, refinancing, refunding,
          renewal or extension thereof (including Permitted Additional Notes, the
          Borrower
          Senior Term Loans and/or Borrower Senior Exchange Notes); provided that,
          except to the extent otherwise expressly permitted hereunder, (A) the principal
          amount of any Indebtedness modified, replaced, refinanced, refunded, renewed
          or
          extended pursuant to this clause (ii) does not exceed the principal
          amount thereof outstanding immediately prior to such modification, replacement,
          refinancing, refunding, renewal or extension except by an amount equal
          to the
          unpaid accrued interest and premium thereon and any PIK Interest Amounts
          plus other reasonable amounts paid and fees and expenses incurred in
          connection with such modification, replacement, refinancing, refunding,
          renewal
          or extension, (B) the direct and contingent obligor with respect to such
          Indebtedness is not changed, (C) such Indebtedness shall have a final maturity
          date equal to or later than six months after the latest Maturity Date of
          any
          Credit Facility and (D) the terms and conditions (including, if applicable,
          as
          to collateral but excluding as to interest rate and prepayment premium)
          of any
          such modified, replaced, refinanced, refunded, renewed or extended Indebtedness,
          taken as a whole, are not materially less favorable to the Lenders than
          the
   -128-
  terms
          and conditions of this Agreement; provided that a certificate of an
          Authorized Officer of the Borrower delivered to the Administrative Agent
          at
          least five Business Days prior to the incurrence of such Indebtedness,
          together
          with a reasonably detailed description of the material terms and conditions
          of
          such Indebtedness or drafts of the documentation relating thereto, stating
          that
          the Borrower has determined in good faith that such terms and conditions
          satisfy
          the foregoing requirement shall be conclusive evidence that such terms
          and
          conditions satisfy the foregoing requirement unless the Administrative
          Agent
          notifies the Borrower within such five Business Day period that it disagrees
          with such determination (including a reasonable description of the basis
          upon
          which it disagrees) (such modified, replacement, refinanced, refunded,
          renewed
          or extended Indebtedness, “**Refinanced Bridge
          Indebtedness**”);
  (j)           (i)  Indebtedness
          of a Person or Indebtedness attaching to assets of a Person that, in either
          case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that
          survives a merger with such Person or any of its Subsidiaries) or Indebtedness
          attaching to assets that are acquired by the Borrower or any Restricted
          Subsidiary, in each case after the Closing Date as the result of a Permitted
          Acquisition; provided that
  (x)           such
          Indebtedness existed at the time such Person became a Restricted Subsidiary
          or
          at the time such assets were acquired and, in each case, was not created
          in
          anticipation thereof,
  (y)           such
          Indebtedness is not guaranteed in any respect by the Borrower or any Restricted
          Subsidiary (other than by any such Person that so becomes a Restricted
          Subsidiary or is the survivor of a merger with such Person or any of its
          Subsidiaries), and
  (z)(A)                      the
          Stock and Stock Equivalents of such Person are pledged to the Collateral
          Agent
          to the extent required under Section 9.12, (B) such Person executes a
          supplement to each of the Guarantee and the Security Documents (or alternative
          guarantee and security arrangements in relation to the Obligations reasonably
          acceptable to the Collateral Agent) to the extent required under Section
          9.11, 9.12 or 9.14, as applicable; and (C) to the extent that
          the assets of such Person that are required to become Collateral under
          Section 9.11, 9.12 or 9.14 are subject to a Lien securing
          such Indebtedness, such Lien shall be subject to an intercreditor arrangement
          in
          relation to the Obligations on terms and conditions reasonably satisfactory
          to
          the Collateral Agent providing that such Lien shall rank junior to the
          Lien
          securing the Obligations; provided, further, that the requirements
          of this subclause (z) shall not apply to any Indebtedness of the type
          that could have been incurred under Section 10.1(f);
  (ii)                  any
          modification, replacement, refinancing, refunding, renewal or extension
          of any
          Indebtedness specified in subclause (i) above; provided that,
          except to the extent otherwise expressly permitted hereunder, (x) the principal
          amount of any such Indebtedness does not exceed the principal amount thereof
          outstanding immediately prior to such modification, replacement, refinancing,
          refunding, renewal or extension except by an amount equal to the unpaid
          accrued
          interest and premium thereon plus the reasonable amounts paid in respect
          of fees and expenses incurred in connection with such modification, replacement,
          refinancing, refunding, renewal or extension, (y) the direct and contingent
          obligors with respect to such Indebtedness are not changed and (z) if the
          Indebtedness being refinanced, or any guarantee thereof, constituted
          subordinated Indebtedness, then such replacement or refinancing Indebtedness,
          or
          such guarantee, respectively, shall be subordinated to the Obligations
          to
          substantially the same extent; and
   -129-
  
  (iii)                  the
          aggregate amount of Indebtedness incurred under this Section 10.1(j) (A)
          shall not exceed $400,000,000 at any time outstanding and (B) by Restricted
          Subsidiaries that are not Subsidiary Guarantors, when combined with the
          total
          amount of Indebtedness incurred by Restricted Subsidiaries that are not
          Subsidiary Guarantors pursuant to Sections 10.1(d), 10.1(k) and
10.1(n) and the first paragraph of Section 10.2, shall not exceed
          $1,250,000,000 at any time outstanding;
  (k)           (ii)  Permitted
          Additional Debt and Indebtedness of Restricted Subsidiaries that otherwise
          meets
          the requirements of the definition of Permitted Additional Debt except
          for the
          fact that it is incurred by a non-Credit Party incurred to finance a Permitted
          Acquisition; providedthat
  (x)           if
          such Indebtedness is incurred by a Restricted Subsidiary that is not a
          Credit
          Party, such Indebtedness is not guaranteed in any respect by the Borrower
          or any
          other Guarantor except as permitted under Section 10.5, and
  (y)           (A)
          the Borrower or such other relevant Credit Party pledges the Stock and
          Stock
          Equivalents of any Person acquired in such Permitted Acquisition (the
“**acquired Person**”) to the Collateral Agent to the extent
          required under Section 9.12 and (B) such acquired Person executes a
          supplement to the Guarantee and the Security Documents (or alternative
          guarantee
          and security arrangements in relation to the Obligations reasonably acceptable
          to the Collateral Agent) to the extent required under Sections 9.11,
9.12 or 9.14, as applicable;
  (ii)                  any
          modification, replacement, refinancing, refunding, renewal or extension
          of any
          Indebtedness specified in subclause (i) above; provided that,
          except to the extent otherwise expressly permitted hereunder, (x) the principal
          amount of any such Indebtedness does not exceed the principal amount thereof
          outstanding immediately prior to such modification, replacement, refinancing,
          refunding, renewal or extension except by an amount equal to the unpaid
          accrued
          interest and premium thereon plus the reasonable amounts paid in respect
          of fees and expenses incurred in connection with such modification, replacement,
          refinancing, refunding, renewal or extension and (y) the direct and contingent
          obligors with respect to such Indebtedness are not changed; and
  (iii)                  the
          aggregate amount of Indebtedness incurred under this Section 10.1(k) (A)
          shall
          not exceed $750,000,000 at any time outstanding, unless, on a Pro Forma
          Basis
          after giving effect to the incurrence of such Indebtedness and the application
          of proceeds thereof, the Consolidated Total Debt to Consolidated EBITDA
          Ratio is
          no greater than 7.0 to 1.0 and (B) by Restricted Subsidiaries that are
          not
          Subsidiary Guarantors, when combined with the total amount of Indebtedness
          incurred by Restricted Subsidiaries that are not Subsidiary Guarantors
          pursuant
          to Sections 10.1(d), 10.1(j) and 10.1(n)and the first
          paragraph of Section 10.1, shall not exceed $1,250,000,000 at any time
          outstanding;
  (l)           Indebtedness
          in respect of performance bonds, bid bonds, appeal bonds, surety bonds
          and
          completion guarantees and similar obligations not in connection with money
          borrowed, in each case provided in the ordinary course of business (including
          in
          respect of construction or restoration activities) or consistent with past
          practice or in respect of coal mine reclamation, including those incurred
          to
          secure health, safety and environmental obligations in the ordinary course
          of
          business (including in respect of construction or restoration activities)
          or
          consistent with past practice;
   -130-
  
  (m)           (i)
          Indebtedness incurred in connection with any Permitted Sale Leaseback and
          (ii) any modification, replacement, refinancing, refunding, renewal or
          extension of any Indebtedness specified in subclause (i) above;
provided that, except to the extent otherwise permitted hereunder,
          (x) the principal amount of any such Indebtedness is not increased above
          the principal amount thereof outstanding immediately prior to such modification,
          replacement, refinancing, refunding, renewal or extension except by an
          amount
          equal to the unpaid accrued interest and premium thereon plus the
          reasonable amounts paid in respect of fees and expenses incurred in connection
          with such modification, replacement, refinancing, refunding, renewal or
          extension and (y) the direct and contingent obligors with respect to such
          Indebtedness are not changed;
  (n)           (i)
          additional Indebtedness and (ii) any modification, replacement,
          refinancing, refunding, renewal or extension of any Indebtedness specified
          in
subclause (i) above; provided that the aggregate amount of
          Indebtedness incurred and remaining outstanding pursuant to this
clause (n) shall not at any time exceed $1,000,000,000;
provided that the aggregate amount of Indebtedness incurred by
          Restricted
          Subsidiaries that are not Subsidiary Guarantors under this Section
          10.1(n), when combined with the total amount of Indebtedness incurred by
          Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to
          Section 10.1(d), 10.1(j) and 10.1(k) and the first
          paragraph of Section 10.1, shall not exceed $1,250,000,000 at any time
          outstanding;
  (o)           Indebtedness
          in respect of Permitted Additional Debt to the extent that the Net Cash
          Proceeds
          therefrom are, immediately after the receipt thereof, applied to the prepayment
          of Term Loans in the manner set forth in Section 5.2(c) (including any
          modification, replacement, refinancing, refunding, renewal or extension
          of any
          such Indebtedness that, itself, constitutes Permitted Additional
          Debt);
  (p)           Cash
          Management Obligations and other Indebtedness in respect of overdraft
          facilities, employee credit card programs, netting services, automatic
          clearinghouse arrangements and other cash management and similar arrangements
          in
          the ordinary course of business;
  (q)           (i)
          Indebtedness incurred in the ordinary course of business in respect of
          obligations of the Borrower or any Restricted Subsidiary to pay the deferred
          purchase price of goods or services or progress payments in connection
          with such
          goods and services, including turbines, transformers and similar equipment
          and
          (ii) Indebtedness in respect of intercompany obligations of the Borrower
          or any
          Restricted Subsidiary with the Borrower or any Restricted Subsidiary of
          the
          Borrower in respect of accounts payable incurred in connection with goods
          sold
          or services rendered in the ordinary course of business and not in connection
          with the borrowing of money;
  (r)           Indebtedness
          arising from agreements of the Borrower or any Restricted Subsidiary providing
          for indemnification, adjustment of purchase price or similar obligations
          (including earn-outs), in each case entered into in connection with Permitted
          Acquisitions, other Investments and the Disposition of any business, assets
          or
          Stock or Stock Equivalents permitted hereunder;
  (s)           Indebtedness
          of the Borrower or any Restricted Subsidiary consisting of (i) obligations
          to
          pay insurance premiums or (ii) take or pay obligations contained in supply
          agreements, in each case arising in the ordinary course of business (including
          in respect of construction or restoration activities);
   -131-
  
  (t)           Indebtedness
          representing deferred compensation to employees, consultants or independent
          contractors of the Borrower (or, to the extent such work is done for the
          Borrower or its Subsidiaries, any direct or indirect parent thereof) and
          the
          Restricted Subsidiaries incurred in the ordinary course of
          business;
  (u)           Indebtedness
          consisting of promissory notes issued by any Credit Party to current or
          former
          officers, managers, consultants, directors and employees (or their respective
          spouses, former spouses, successors, executors, administrators, heirs,
          legatees
          or distributees) to finance the purchase or redemption of Stock or Stock
          Equivalents of the Borrower (or any direct or indirect parent thereof)
          permitted
          by Section 10.6(b);
  (v)           Indebtedness
          consisting of obligations of the Borrower and the Restricted Subsidiaries
          under
          deferred compensation or other similar arrangements incurred by such Person
          in
          connection with the Transactions and Permitted Acquisitions or any other
          Investment permitted hereunder;
  (w)           Indebtedness
          in respect of Permitted Receivables Financings;
  (x)           Indebtedness
          of the Borrower or any Restricted Subsidiary to the Parent or any of its
          other
          Subsidiaries in the aggregate amount at any time outstanding not in excess
          of
          $25,000,000; and
  (y)           all
          premiums (if any), interest (including post-petition interest), fees, expenses,
          charges, and additional or contingent interest on obligations described
          in
clauses (a) through (x) above.
  For
          purposes of determining compliance with this Section 10.1, in the event
          that an item of Indebtedness meets the criteria of more than one of the
          categories of Indebtedness described in the proviso to the first paragraph
          of
          this Section 10.1 and clauses (a) through (y) above, the
          Borrower shall, in its sole discretion, classify and reclassify or later
          divide,
          classify or reclassify such item of Indebtedness (or any portion thereof)
          and
          will only be required to include the amount and type of such Indebtedness
          in one
          or more of the above paragraph or clauses; provided that (i) all
          Indebtedness outstanding under the Credit Documents will be deemed at all
          times
          to have been incurred in reliance only on the exception in clause (a) of
Section 10.1 and (ii) all Indebtedness outstanding under the Borrower
          Senior Facility or any Refinanced Bridge Indebtedness will be deemed at
          all
          times to have been incurred in reliance only on the exception of clause
          (i) of Section 10.1.
  10.2.           Limitation
          on Liens
  .  The
          Borrower will not, and will not permit the Restricted Subsidiaries to,
          create,
          incur, assume or suffer to exist any Lien upon any property or assets of
          any
          kind (real or personal, tangible or intangible) of the Borrower or such
          Restricted Subsidiary, whether now owned or hereafter acquired,
          except:
  (a)           Liens
          securing the Obligations arising under the Credit Documents;
  (b)           Liens
          on the Collateral securing obligations under Secured Cash Management Agreements,
          Secured Hedging Agreements and Secured Commodity Hedging Agreements;
provided that (i) such obligations shall be secured by the Liens granted
          in favor of the Collateral Agent in the manner set forth in, and be otherwise
          subject to (and in compliance with), the Intercreditor Agreement and governed
          by
          the applicable Security Documents and (ii) such agreements were not entered
          into
          for speculative purposes (as determined by the Borrower in its reasonable
          discretion acting in good faith) and, in the
   -132-
  case
          of any Secured Commodity Hedging Agreement or any Secured Hedging Agreement
          of
          the type described in clause (c) of the definition of “Hedging Agreement”,
          entered into in order to hedge against or manage fluctuations in the price
          or
          availability of any Covered Commodity);
  (c)           Permitted
          Liens;
  (d)           Liens
          securing Indebtedness permitted pursuant to Section 10.1(f);
provided that (x) except with respect to any Indebtedness incurred
          in
          connection with Environmental CapEx or Necessary CapEx, such Liens attach
          concurrently with or within two hundred and seventy (270) days after completion
          of the acquisition, construction, repair, restoration, replacement, expansion,
          installation or improvement (as applicable) of the property subject to
          such
          Liens and (y) such Liens attach at all times only to the assets so financed
          except (1) for accessions to the property financed with the proceeds of
          such
          Indebtedness and the proceeds and the products thereof and (2) that individual
          financings of equipment provided by one lender may be cross collateralized
          to
          other financings of equipment provided by such lender;
  (e)           Liens
          existing on the date hereof; provided that any Lien securing Indebtedness
          or other obligations in excess of (x) $20,000,000 individually or (y)
          $100,000,000 in the aggregate (when taken together with all other Liens
          securing
          obligations outstanding in reliance on this clause (e) that are not set
          forth on Schedule 10.2) shall only be permitted to the extent such Lien
          is listed on Schedule 10.2;
  (f)           the
          modification, replacement, extension or renewal of any Lien permitted by
          clauses (a) through (e) and clauses (g) and (t) of
          this Section 10.2 upon or in the same assets theretoforesubject to such
          Lien (or upon or in after-acquired property that is affixed or incorporated
          into
          the property covered by such Lien or any proceeds or products thereof)
          or the
          modification, refunding, refinancing, replacement, extension or renewal
          (without
          increase in the amount or change in any direct or contingent obligor except
          to
          the extent otherwise permitted hereunder) of the Indebtedness or other
          obligations secured thereby, to the extent such modification, refunding,
          refinancing, replacement, extension or renewal is permitted by
Section 10.1;
  (g)           Liens
          existing on the assets of any Person that becomes a Restricted Subsidiary
          (or is
          a Restricted Subsidiary that survives a merger with such Person or any
          of its
          Subsidiaries) pursuant to a Permitted Acquisition or other permitted Investment,
          or existing on assets acquired after the Closing Date, to the extent the
          Liens
          on such assets secure Indebtedness permitted by Section 10.1(j);
provided that such Liens (i) are not created or incurred in connection
          with, or in contemplation of, such Person becoming such a Restricted Subsidiary
          or such assets being acquired and (ii) attach at all times only to the
          same
          assets to which such Liens attached (and after-acquired property that is
          affixed
          or incorporated into the property covered by such Lien), and secure only
          the
          same Indebtedness or obligations that such Liens secured, immediately prior
          to
          such Permitted Acquisition and any modification, replacement, refinancing,
          refunding, renewal or extension thereof permitted by
Section 10.1(j);
  (h)           [Reserved];
  (i)           Liens
          securing Indebtedness or other obligations (i) of the Borrower or any Restricted
          Subsidiary in favor of a Credit Party and (ii) of any other Restricted
          Subsidiary that is not a Credit Party in favor of any other Restricted
          Subsidiary that is not a Credit Party;
  (j)           Liens
          (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial
          Code on items in the course of collection and (ii) in favor of a banking
          institution arising as a matter of law encumbering deposits (including
          the right
          of set-off);
   -133-
  
  (k)           Liens
          (i) on cash advances in favor of the seller of any property to be acquired
          in an
          Investment permitted pursuant to Section 10.5 to be applied against the
          purchase price for such Investment and (ii) consisting of an agreement
          to sell,
          transfer, lease or otherwise dispose of any property in a transaction permitted
          under Section 10.4, in each case, solely to the extent such Investment or
          sale, disposition, transfer or lease, as the case may be, would have been
          permitted on the date of the creation of such Lien;
  (l)           Liens
          arising out of conditional sale, title retention, consignment or similar
          arrangements for sale or purchase of goods entered into by the Borrower
          or any
          Restricted Subsidiary in the ordinary course of business (including in
          respect
          of construction or restoration activities) permitted by this
          Agreement;
  (m)           Liens
          deemed to exist in connection with Investments in repurchase agreements
          permitted under Section 10.5;
  (n)           any
          amounts held by a trustee in the funds and accounts under an indenture
          securing
          any revenue bonds issued for the benefit of the Borrower or any Restricted
          Subsidiary;
  (o)           Liens
          that are contractual rights of set-off (i) relating to the establishment
          of
          depository relations with banks not given in connection with the issuance
          of
          Indebtedness, (ii) relating to pooled deposit or sweep accounts of the
          Borrower or any Restricted Subsidiary to permit satisfaction of overdraft
          or
          similar obligations incurred in the ordinary course of business of the
          Borrower
          and the Restricted Subsidiaries or (iii) relating to purchase orders and
          other
          agreements entered into with customers of the Borrower or any Restricted
          Subsidiary in the ordinary course of business;
  (p)           Liens
          solely on any cash earnest money deposits made by the Borrower or any Restricted
          Subsidiary in connection with any letter of intent or purchase agreement
          permitted hereunder;
  (q)           Liens
          on insurance policies and the proceeds thereof securing the financing of
          the
          premiums with respect thereto;
  (r)           Liens
          on specific items of inventory or other goods and the proceeds thereof
          securing
          such Person’s obligations in respect of documentary letters of credit or
          banker’s acceptances issued or created for the account of such Person to
          facilitate the purchase, shipment or storage of such inventory or goods
          in the
          ordinary course of business or consistent with past practice;
  (s)           additional
          Liens so long as the aggregate principal amount of the obligations secured
          thereby at any time outstanding does not exceed $1,000,000,000 (as determined
          at
          the date of incurrence); provided that to the extent such Liens are contemplated
          to be on assets that are Collateral, the holders of such secured Indebtedness
          (or a representative thereof on behalf of such holders) shall have entered
          into
          an intercreditor agreement providing that the Liens securing such Indebtedness
          shall rank junior to the Liens securing the Obligations.
  (t)           additional
          Liens securing Indebtedness permitted under the first paragraph of Section
          10.1;
provided that (i) immediately before and after giving effect to such
          incurrence, no Default or Event of Default shall have occurred and be
          continuing, (ii) on a Pro Forma Basis, after giving effect to such incurrence,
          the Consolidated Secured Debt to Consolidated EBITDA Ratio would be no
          greater
          than 5.0 to 1.0 and (iii) to the extent such Liens are contemplated to be
          on assets that are Collateral, the holders of such secured Indebtedness
          (or a
          representative thereof on behalf of such holders) shall have entered into
          an
          intercreditor agreement providing that the Liens securing such Indebtedness
          shall rank junior to the Liens securing the Obligations;
   -134-
  
  (u)           Liens
          in respect of Permitted Sale Leasebacks;
  (v)           Liens
          on Receivables Facility Assets in respect of any Permitted Receivable
          Financings;
  (w)           rights
          reserved to or vested in others to take or receive any part of, or royalties
          related to, 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 the Borrower and the Restricted Subsidiaries 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;
  (x)           Liens
          arising out of all presently existing and future division and transfer
          orders,
          advance payment agreements, processing contracts, gas processing plant
          agreements, operating agreements, gas balancing or deferred production
          agreements, pooling, unitization or communitization agreements, pipeline,
          gathering or transportation agreements, platform agreements, drilling contracts,
          injection or repressuring agreements, cycling agreements, construction
          agreements, salt water or other disposal agreements, leases or rental
          agreements, farm-out and farm-in agreements, exploration and development
          agreements, and any and all other contracts or agreements covering, arising
          out
          of, used or useful in connection with or pertaining to the exploration,
          development, operation, production, sale, use, purchase, exchange, storage,
          separation, dehydration, treatment, compression, gathering, transportation,
          processing, improvement, marketing, disposal or handling of any property
          of the
          Borrower and the Restricted Subsidiaries; provided that such agreements
          are entered into in the ordinary course of business (including in respect
          of
          construction or restoration activities);
  (y)           any
          restrictions on any Stock or Stock Equivalents or other joint venture interests
          of the Borrower or any Restricted Subsidiary providing for a breach, termination
          or default under any owners, participation, shared facility, joint venture,
          stockholder, membership, limited liability company or partnership agreement
          between such Person and one or more other holders of such Stock or Stock
          Equivalents or interest of such Person, if a security interest or other
          Lien is
          created on such Stock or Stock Equivalents or interest as a result thereof
          and
          other similar Liens;
  (z)           Rights
          of first refusal and purchase options in favor of Aluminum Company of America
          (“**Alcoa**”) to purchase Sandow Unit 4 and/or the real property
          related thereto, as described in (i) Sandow Unit 4 Agreement dated August
          13,
          1976, as amended, between Alcoa and Texas Power & Light Company
          (“**TPL**”) and in (ii) Deeds dated March 14, 1978 and July 21,
          1980, as amended, executed by Alcoa conveying to TPL the Sandow Four real
          property;
  (aa)           Lien
          and other exceptions to title, in either case on or in respect of any facilities
          of the Borrower or any Restricted Subsidiary, arising as a result of any
          shared
          facility agreement entered into with respect to such facility, except to
          the
          extent that any such Liens or exceptions, individually or in the aggregate,
          materially adversely affect the value of the relevant property or materially
          impair the use of the relevant property in the operation of business the
          Borrower and the Restricted Subsidiaries, taken as a whole; and
  (bb)           Liens
          on cash and Permitted Investments (i) deposited by the Borrower or any
          Restricted Subsidiary in margin accounts with or on behalf of brokers,
          credit
          clearing organizations, independent system operators, regional transmission
          organizations, pipelines, state agencies, federal agencies, futures contract
          brokers, customers, trading counterparties, or any other parties or issuers
          of
          surety bonds or (ii) pledged or deposited as collateral by the Borrower
          or any
          Restricted Subsidiary with any of the entities described in clause (i)
          above to
          secure their respective obligations, in the case of each of clauses
          (i)
   -135-
  and
          (ii) above, with respect to:  (A) any contracts and transactions for
          the purchase, sale, exchange of, or the option (whether physical or financial)
          to purchase, sell or exchange (1) natural gas, (2) electricity, (3) coal,
          (4)
          petroleum-based liquids, (5) oil, (6) nuclear fuel (including enrichment
          and
          conversion), (7) emissions or other environmental credits, (8) waste byproducts,
          (9) weather, (10) power and other generation capacity, (11) heat rate,
          (12)
          congestion, (13) renewal energy credit or (14) any other energy-related
          commodity or services or derivative (including ancillary services and related
          risk (such as location basis)); (B) any contracts or transactions for the
          purchase, processing, transmission, transportation, distribution, sale,
          lease,
          hedge or storage of, or any other services related to any commodity or
          service
          identified in subparts (1) - (14) above, including any capacity agreement;
          (C)
          any financial derivative agreement (including but not limited to swaps,
          options
          or swaptions) related to any commodity identified in subparts (1) - (14)
          above,
          or to any interest rate or currency rate management activities; (D) any
          agreement for membership or participation in an organization that facilitates
          or
          permits the entering into or clearing of any Netting Agreement or any agreement
          described in this Section 10.2(bb); (E) any agreement combining part or
          all of a Netting Agreement or part or all of any of the agreements described
          in
          this Section 10.2(bb); (F) any document relating to any agreement
          described in this Section 10.2(bb) that is filed with a Governmental
          Authority and any related service agreements; or (G) any commercial or
          trading
          agreements, each with respect to, or involving the purchase, transmission,
          distribution, sale, lease or hedge of, any energy, generation capacity
          or fuel,
          or any other energy related commodity or service, price or price indices
          for any
          such commodities or services or any other similar derivative agreements,
          and any
          other similar agreements (such agreements described in clauses (A) through
          (G)
          of this Section 10.2(bb) being collectively, “**Permitted
          Contracts**”), Netting Agreements, Hedging Agreements and letters of
          credit supporting Permitted Contracts, Netting Agreements and Hedging
          Agreements.
  10.3.           Limitation
          on Fundamental Changes
  .  Except
          as permitted by Section 10.4 or 10.5, the Borrower will not, and
          will not permit the Restricted Subsidiaries to, enter into any merger,
          consolidation or amalgamation, or liquidate, wind up or dissolve itself
          (or
          suffer any liquidation or dissolution), or convey, sell, lease, assign,
          transfer
          or otherwise dispose of, all or substantially all its business units, assets
          or
          other properties, except that:
  (a)           so
          long as (i) both before and after giving effect to such transaction, no
          Default
          or Event of Default has occurred and is continuing or would result therefrom
          and
          (ii) after giving effect to such transaction the Borrower shall be in
          compliance, on a Pro Forma Basis, with the covenant set forth in Section
          10.9, any Subsidiary of the Borrower or any other Person may be merged,
          amalgamated or consolidated with or into the Borrower; provided that (A)
          the Borrower shall be the continuing or surviving company or (B) if the
          Person
          formed by or surviving any such merger, amalgamation or consolidation is
          not the
          Borrower (such other Person, the “**Successor Borrower**”), (1) the
          Successor Borrower (if other than the Borrower) shall be an entity organized
          or
          existing under the laws of the United States, any state thereof, the District
          of
          Columbia or any territory thereof, (2) the Successor Borrower (if other
          than the
          Borrower) shall expressly assume all the obligations of the Borrower under
          this
          Agreement and the other Credit Documents pursuant to a supplement hereto
          or
          thereto in form reasonably satisfactory to the Administrative Agent, (3)
          each
          Guarantor, unless it is the other party to such merger or consolidation,
          shall
          have by a supplement to the Guarantee confirmed that its guarantee thereunder
          shall apply to any Successor Borrower’s obligations under this Agreement, (4)
          each grantor and each pledgor, unless it is the other party to such merger
          or
          consolidation, shall have by a supplement to the Security Agreement or
          the
          Pledge Agreement, as applicable, affirmed that its obligations thereunder
          shall
          apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each
          mortgagor of a Mortgaged Property, unless it is the other party to such
          merger
          or consolidation, shall have affirmed that its obligations under the applicable
          Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause
          (3) and (6) the Successor Borrower shall have delivered to the
          Administrative Agent (x) an officer’s certificate stating that such merger or
          consolidation and such supplements preserve the enforceability of this
          Agreement
          and the Guarantee and the per
   -136-
  fection
          and priority of the Liens under the applicable Security Documents and (y)
          if
          reasonably requested by the Administrative Agent, an opinion of counsel
          to the
          effect that such merger or consolidation does not violate this Agreement
          or any
          other Credit Document and that the provisions set forth in the preceding
          clauses (3) through (5) preserve the enforceability of the
          Guarantee and the perfection and priority of the Liens created under the
          applicable Security Documents (it being understood that if the foregoing
          are
          satisfied, the Successor Borrower will succeed to, and be substituted for,
          the
          Borrower under this Agreement);
  (b)           so
          long as no Default or Event of Default has occurred and is continuing,
          or would
          result therefrom, any Subsidiary of the Borrower or any other Person (in
          each
          case, other than the Borrower) may be merged, amalgamated or consolidated
          with
          or into any one or more Subsidiaries of the Borrower; provided that (i)
          in the case of any merger, amalgamation or consolidation involving one
          or more
          Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the
          continuing or surviving Person or (B) the Borrower shall cause the Person
          formed by or surviving any such merger, amalgamation or consolidation (if
          other
          than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in
          the
          case of any merger, amalgamation or consolidation involving one or more
          Guarantors, a Guarantor shall be the continuing or surviving Person or
          the
          Person formed by or surviving any such merger, amalgamation or consolidation
          (if
          other than a Guarantor) shall execute a supplement to the Guarantee and
          the
          relevant Security Documents in form and substance reasonably satisfactory
          to the
          Administrative Agent in order to become a Guarantor and pledgor, mortgagor
          and
          grantor, as applicable, thereunder for the benefit of the Secured Parties,
          (iii)
          no Default or Event of Default has occurred and is continuing or would
          result
          from the consummation of such merger, amalgamation or consolidation and
          (iv)
          Borrower shall have delivered to the Administrative Agent an officers’
certificate stating that such merger, amalgamation or consolidation and
          any such
          supplements to the Guarantee and any Security Document preserve the
          enforceability of the Guarantee and the perfection and priority of the
          Liens
          under the applicable Security Documents;
  (c)           the
          Merger and the other Transactions may be consummated;
  (d)           any
          Restricted Subsidiary that is not a Credit Party may sell, lease, transfer
          or
          otherwise dispose of any or all of its assets (upon voluntary liquidation
          or
          otherwise) to the Borrower or any other Restricted Subsidiary;
  (e)           the
          Borrower or any Subsidiary of the Borrower may sell, lease, transfer or
          otherwise dispose of any or all of its assets (upon voluntary liquidation
          or
          otherwise) to any Credit Party; provided that the consideration for any
          such disposition by any Person other than a Guarantor shall not exceed
          the fair
          value of such assets;
  (f)           any
          Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines
          in good faith that such liquidation or dissolution is in the best interests
          of
          the Borrower and is not materially disadvantageous to the Lenders and (ii)
          to
          the extent such Restricted Subsidiary is a Credit Party, any assets or
          business
          of such Restricted Subsidiary not otherwise disposed of or transferred
          in
          accordance with Section 10.4 or 10.5, or in the case of any such
          business, discontinued, shall be transferred to, or otherwise owned or
          conducted
          by, a Credit Party after giving effect to such liquidation or dissolution;
          and
  (g)           to
          the extent that no Default or Event of Default would result from the
          consummation of such Disposition, the Borrower and the Restricted Subsidiaries
          may consummate a merger, dissolution, liquidation, consolidation or disposition,
          the purpose of which is to effect a Disposition permitted pursuant to
Section 10.4.
  10.4.           Limitation
          on Sale of Assets
  .  The
          Borrower will not, and will not permit the Restricted Subsidiaries to,
          (i) convey, sell, lease, assign, transfer or otherwise dispose of any of
          its property,
   -137-
  business
          or assets (including receivables and leasehold interests), whether now
          owned or
          hereafter acquired or (ii) sell to any Person (other than to the Borrower
          or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any
          Restricted Subsidiary’s Stock and Stock Equivalents (each of the foregoing a
“**Disposition**”), except that:
  (a)           the
          Borrower and the Restricted Subsidiaries may sell, transfer or otherwise
          dispose
          of (i) obsolete, worn-out, scrap, used, or surplus or mothballed equipment
          (including any such equipment that has been refurbished in contemplation
          of such
          disposition), vehicles and other assets to the extent such assets are not
          necessary for the operation of the Borrower’s and the Restricted Subsidiaries’
business, (ii) inventory or goods (or other assets) held for sale in the
          ordinary course of business, (iii) cash and Permitted Investments and (iv)
          assets for the purposes of charitable contributions or similar gifts to
          the
          extent such assets are not material to the ability of the Borrower and
          the
          Restricted Subsidiaries, taken as a whole, to conduct its business in the
          ordinary course;
  (b)           the
          Borrower and the Restricted Subsidiaries may make Dispositions of assets,
          excluding any Disposition of accounts receivable except in connection with
          the
          Disposition of any business to which such accounts receivable relate, for
          fair
          value; provided that (i) to the extent required, the Net Cash Proceeds
          thereof to the Borrower and the Restricted Subsidiaries are promptly applied
          to
          the prepayment of Term Loans as provided for in Section 5.2(a)(i),
          (ii) after giving effect to any such Disposition, no Default or Event of
          Default shall have occurred and be continuing, (iii) the aggregate consideration
          for all Dispositions made in reliance on this Section 10.4(b), when
          aggregated with the amount of Permitted Sale Leaseback transactions consummated
          pursuant to Section 10.4(g), shall not exceed at any time 10% of
          Consolidated Total Assets (determined at the time of each Disposition)
          for all
          such transactions consummated after the Closing Date, (iv) with respect
          to any
          Disposition pursuant to this clause (b) for a purchase price in excess of
          $50,000,000, the Person making such Disposition shall receive not less
          than 75%
          of such consideration in the form of cash or Permitted Investments;
provided that for the purposes of this subclause (iv) the
          following shall be deemed to be cash (“**Deemed
          Cash**”):  (A) any liabilities (as shown on the Borrower’s or
          such Restricted Subsidiary’s most recent balance sheet provided hereunder or in
          the footnotes thereto) of the Borrower or such Restricted Subsidiary, other
          than
          liabilities that are by their terms (1) subordinated to the payment in
          cash of
          the Obligations or (2) not secured by the assets that are the subject of
          such
          Disposition, that are assumed by the transferee with respect to the applicable
          Disposition and for which the Borrower and all of the Restricted Subsidiaries
          shall have been validly released by all applicable creditors in writing,
          (B) any securities received by the Person making such Disposition from the
          purchaser that are converted by such Person into cash (to the extent of
          the cash
          received) within 180 days following the closing of the applicable Disposition,
          (C) any Designated Non-Cash Consideration received by the Person making
          such Disposition having an aggregate fair market value, taken together
          with all
          other Designated Non-Cash Consideration received pursuant to this Section
          10.4(b) that is at that time outstanding, not in excess of 1.5% of
          Consolidated Total Assets at the time of the receipt of such Designated
          Non-Cash
          Consideration, with the fair market value of each item of Designated Non-Cash
          Consideration being measured at the time received and without giving effect
          to
          subsequent changes in value and (v) any non-cash proceeds received in the
          form
          of Real Estate, Indebtedness or Stock and Stock Equivalents are pledged
          to the
          Collateral Agent to the extent required under Section 9.12 or
9.14;
  (c)           (i)
          the Borrower and the Restricted Subsidiaries may make Dispositions to the
          Borrower or any other Credit Party and (ii) any Restricted Subsidiary that
          is
          not a Credit Party may make Dispositions to the Borrower or any other Subsidiary
          of the Borrower; provided that with respect to any such Dispositions,
          such sale, transfer or disposition shall be for fair value;
   -138-
  
  (d)           the
          Borrower and any Restricted Subsidiary may effect any transaction permitted
          by
Section 10.3, 10.5 or 10.6;
  (e)           the
          Borrower and any Restricted Subsidiary may lease, sublease, license (only
          on a
          non-exclusive basis with respect to any intellectual property) or sublicense
          (only on a non-exclusive basis with respect to any intellectual property)
          real,
          personal or intellectual property in the ordinary course of
          business;
  (f)           Dispositions
          of property (including like-kind exchanges) to the extent that (i) such
          property
          is exchanged for credit against the purchase price of similar replacement
          property or (ii) the proceeds of such Disposition are applied to the purchase
          price of such replacement property, in each case under Section 1031 of
          the Code
          or otherwise;
  (g)           Dispositions
          pursuant to Permitted Sale Leaseback transactions in an aggregate amount
          pursuant to this Section 10.4(g), when aggregated with the amount of
          Dispositions made pursuant to Section 10.4(b), not to exceed the
          limitations set forth in Section 10.4(b);
  (h)           Dispositions
          of (i) Investments in joint ventures (regardless of the form of legal entity)
          to
          the extent required by, or made pursuant to, customary buy/sell arrangements
          or
          put/call arrangements between the joint venture parties set forth in joint
          venture arrangements and similar binding arrangements or (ii) to joint
          ventures
          in connection with the dissolution or termination of a joint venture to
          the
          extent required pursuant to joint venture and similar arrangements;
  (i)           Dispositions
          of Receivables Facility Assets in connection with any Permitted Receivables
          Financing; provided that to the extent that any new Participating
          Receivables Grantor is added to any Permitted Receivables Financing after
          the
          Closing Date, the Net Cash Proceeds of any Dispositions of Receivables
          Facility
          Assets by such new Participating Receivables Grantor must be promptly applied
          to
          the prepayment of the Term Loans as provided for in Section 5.2(a)(i)
          without giving effect to any reinvestment rights under the definition of
“Net
          Cash Proceeds”; provided, further, that no Net Cash Proceeds shall
          be required to be used to prepay the Term Loans pursuant to Section
          5.2(a)(i) to the extent that any new Participating Receivables Grantor
          replaces (by merger or otherwise) any existing Participating Receivables
          Grantor
          and at the time of such replacement, the volume of Receivables Facility
          Assets
          sold into any Permitted Receivables Financing does not increase as a result
          of
          such replacement;
  (j)           Dispositions
          listed on Schedule 10.4 (“**Scheduled
          Dispositions**”);
  (k)           transfers
          of property subject to a Recovery Event or in connection with any condemnation
          proceeding upon receipt of the Net Cash Proceeds of such Recovery Event
          or
          condemnation proceeding;
  (l)           Dispositions
          of accounts receivable in connection with the collection or compromise
          thereof;
  (m)           the
          Borrower and the Restricted Subsidiaries may make Dispositions (excluding
          any
          Disposition of accounts receivable except in connection with the Disposition
          of
          any business to which such accounts receivable relate), for fair value
          to the
          extent that (i) the aggregate consideration for all such Dispositions
          consummated after the Closing Date, when combined with all Dispositions
          made
          pursuant to Section 10.4(b), does not exceed 15% of Consolidated Total
          Assets (determined at the time of each Disposition), (ii) the Net Cash
          Proceeds
          of any such Disposition are promptly applied to the prepayment of Term
          Loans as
          provided in Section 5.2(a)(i) without giving effect to any reinvestment
          rights under the definition of “Net Cash Proceeds”; provided that, in the
          case of a Disposition of a Baseload As
   -139-
  set
          pursuant to this Section 10.4(m), the Borrower shall be permitted to
          reinvest the Net Cash Proceeds received in such Disposition in other Baseload
          Assets within the reinvestment periods set forth in the definition of “Net Cash
          Proceeds”, (iii) after giving effect to any such Disposition, no Default or
          Event of Default shall have occurred and be continuing, (iv) with respect
          to any Disposition pursuant to this Section 10.4(m) for a purchase price
          in excess of $50,000,000, the Person making such Disposition shall, subject
          to
          the parenthetical below, receive not less than 75% of such consideration
          in the
          form of cash or Permitted Investments (or, to the extent that less than
          75% of
          such consideration is in the form of cash or Permitted Investments, the
          Borrower
          shall apply the amount of such difference to the prepayment of Term Loans
          as
          provided in clause (ii) above); provided that for the purposes of
          this subclause (iv), Deemed Cash shall be deemed to be cash and (v) any
          non-cash proceeds received in the form of Real Estate, Indebtedness or
          Stock and
          Stock Equivalents are pledged to the Collateral Agent to the extent required
          under Section 9.12 or 9.14;
  (n)           [Reserved];
  (o)           Dispositions
          of power, capacity, heat rate, renewable energy credits, waste by-products,
          energy, electricity, coal and lignite, oil and other petroleum-based liquids,
          emissions and other environmental credits, ancillary services, fuel (including
          all forms of nuclear fuel and natural gas) and other related assets or
          products
          of services, including assets related to trading activities or the sale
          of
          inventory or contracts related to any of the foregoing, in each case in
          the
          ordinary course of business;
  (p)           the
          execution of (or amendment to), settlement of or unwinding of any Hedging
          Agreement;
  (q)           any
          Disposition of mineral rights, other than mineral rights in respect of
          coal or
          lignite;
  (r)           any
          Disposition of any real property that is (i) primarily used or intended
          to be
          used for mining which has either been reclaimed, or has not been used for
          mining
          in a manner which requires reclamation, and in either case has been determined
          by the Borrower not to be necessary for use for mining, (ii) used as buffer
          land, but no longer serves such purpose, or its use is restricted such
          that it
          will continue to be buffer land, or (iii) was acquired in connection with
          power
          generation facilities, but has been determined by the Borrower to no longer
          be
          commercially suitable for such purpose;
  (s)           any
          Disposition of any assets required by any Government Authority;
  (t)           any
          Disposition of assets in connection with salvage activities; and
  (u)           Dispositions
          of any asset between or among the Borrower and/or any Restricted Subsidiary
          as a
          substantially concurrent interim Disposition in connection with a Disposition
          otherwise permitted pursuant to clauses (a) through (t) above;
provided that after giving effect to any such Disposition,
          to the extent
          the assets subject to such Dispositions constituted Collateral, such assets
          shall remain subject to, or be rejoined to, the Lien of the Security
          Documents.
  10.5.           Limitation
          on Investments
  .  The
          Borrower will not, and will not permit the Restricted Subsidiaries, to
          make any
          Investment except:
  (a)           extensions
          of trade credit, asset purchases (including purchases of inventory, fuel
          (including all forms of nuclear fuel), supplies, materials and equipment)
          and
          the licensing or contribution of intellectual property pursuant to joint
          marketing arrangements or development agreements with other
   -140-
  Persons,
          in each case in the ordinary course of business (including in respect of
          construction or restoration activities);
  (b)           Investments
          that were Permitted Investments when such Investments were made;
  (c)           loans
          and advances to officers, directors, employees and consultants of the Borrower
          (or any direct or indirect parent thereof) or any Subsidiary of the Borrower
          (g)
          for reasonable and customary business-related travel, entertainment, relocation
          and analogous ordinary business purposes (including employee payroll advances),
          (h) in connection with such Person’s purchase of Stock or Stock Equivalents of
          the Parent (or any direct or indirect parent thereof; provided that, to
          the extent such loans and advances are made in cash, the amount of such
          loans
          and advances used to acquire such Stock or Stock Equivalents shall be
          contributed to the Borrower in cash) and (i) for purposes not described
          in the
          foregoing subclauses (i) and (ii); provided that the
          aggregate principal amount outstanding pursuant to subclause (iii) shall
          not exceed $25,000,000 at any one time outstanding;
  (d)           Investments
          (i) existing on, or made pursuant to legally binding written commitments
          in
          existence on, the date hereof as set forth on Schedule 10.5 and any
          modifications, extensions, renewals or reinvestments thereof and (ii) existing
          on the date hereof of the Borrower or any Restricted Subsidiary in the
          Borrower
          or any Subsidiary of the Borrower and any modification, extension, renewal
          or
          reinvestment thereof, only to the extent that the amount of any Investment
          made
          pursuant to this clause d does not at any time exceed the amount of
          such Investment set forth on Schedule 10.5;
  (e)           Investments
          received in connection with the bankruptcy or reorganization of suppliers
          or
          customers and in settlement of delinquent obligations of, and other disputes
          with, customers arising in the ordinary course of business or upon foreclosure
          with respect to any secured Investment or other transfer of title with
          respect
          to any secured Investment;
  (f)           Investments
          to the extent that payment for such Investments is made with Stock or Stock
          Equivalents (other than Disqualified Stock) of the Borrower (or any direct
          or
          indirect parent thereof);
  (g)           Investments
          (i) (A) by the Borrower or any Restricted Subsidiary in any Credit Party,
          (B)
          between or among Restricted Subsidiaries that are not Credit Parties, and
          (C)
          consisting of intercompany Investments incurred in the ordinary course
          of
          business in connection with the cash management operations (including with
          respect to intercompany self-insurance arrangements) among the Borrower
          and the
          Restricted Subsidiaries (provided that any such intercompany Investment
          in connection with cash management arrangements by a Credit Party in a
          Subsidiary of the Borrower that is not a Credit Party is in the form of
          an
          intercompany loan or advance and the Borrower or such Restricted Subsidiary
          complies with Section 9.12 to the extent applicable); (ii) by Credit
          Parties in any Restricted Subsidiary that is not a Credit Party, to the
          extent
          that the aggregate amount of all Investments made on or after the Closing
          Date
          pursuant to this subclause (ii), when valued at the fair market value
          (determined by the Borrower acting in good faith) of each such Investment
          at the
          time each such Investment was made, is not in excess of, when combined
          with, and
          without duplication of, the aggregate amount of Investments made pursuant
          to the
          proviso to Section 10.5(h), an amount equal to the sum of (w)
          $1,000,000,000 plus (x) the Applicable Equity Amount at such time
plus (y) to the extent that the Consolidated Secured Debt to
          Consolidated
          EBITDA Ratio is not greater than 5.0 to 1.00 after giving effect, on a
          Pro Forma
          Basis, to the making of such Investment, the Applicable Amount at such
          time
plus (z) to the extent not otherwise included in the determination
          of the
          Applicable Equity Amount or the Applicable Amount, an amount equal to any
          repayments, interest, returns, profits, distributions, income and similar
          amounts actually received in cash in respect of any such Investment (which
          amount referred to in this subclause (z) shall not exceed the amount of
          such Investment valued at the fair market value of such Investment at the
          time
          such Investment
   -141-
  was
          made); and (iii) by Credit Parties in any Restricted Subsidiary that is
          not a
          Credit Party so long as such Investment is part of a series of simultaneous
          Investments by Restricted Subsidiaries in other Restricted Subsidiaries
          that
          result in the proceeds of the initial Investment being invested in one
          or more
          Credit Parties;
  (h)           Investments
          constituting Permitted Acquisitions; provided that the aggregate amount
          of any such Investment, as valued at the fair market value (determined
          by the
          Borrower acting in good faith) of such Investment at the time each such
          Investment is made, made by the Borrower or any Subsidiary Guarantor in
          any
          Restricted Subsidiary that, after giving effect to such Investment, shall
          not be
          a Guarantor, shall not cause the aggregate amount of all such Investments
          made
          pursuant to this clause (h) (as so valued at the time each such
          investment is made) to exceed, when combined with, and without duplication
          of,
          the aggregate amount of Investments made pursuant to clause (ii) of Section
          10.5(g), an amount equal to the sum of (i) $1,000,000,000, plus (ii)
          the Applicable Equity Amount at such time plus (iii) to the extent the
          Consolidated Secured Debt to Consolidated EBITDA Ratio is not greater than
          5.0
          to 1.0 after giving effect, on a Pro Forma Basis, to the making of such
          Investment, the Applicable Amount at such time plus (iv) to the extent
          not otherwise included in the determination of the Applicable Equity Amount
          or
          the Applicable Amount, an amount equal to any repayments, interest, returns,
          profits, distributions, income and similar amounts actually received in
          cash in
          respect of any such Investment (which amount referred to in this clause
          (iv) shall not exceed the amount of such Investment valued at the fair
          market value of such Investment at the time such Investment was
          made);
  (i)           Investments
          (including but not limited to (i) Minority Investments and Investments
          in
          Unrestricted Subsidiaries, (ii) Investments in joint ventures (regardless
          of the form of legal entity) or similar Persons that do not constitute
          Restricted Subsidiaries and (iii) Investments in Subsidiaries that are not
          Credit Parties), in each case valued at the fair market value (determined
          the
          Borrower acting in good faith) of such Investment at the time each such
          Investment is made, in an aggregate amount pursuant to this clause (i)
          that, at the time each such Investment is made, would not exceed the sum
          of
          (w) $1,000,000,000 plus (x) the Applicable Equity Amount at such
          time plus (y) to the extent the Consolidated Secured Debt to Consolidated
          EBITDA Ratio is not greater than 5.0 to 1.00 after giving effect, on a
          Pro Forma
          Basis, to the making of such Investment, the Applicable Amount at such
          time
plus (z) to the extent not otherwise included in the determination
          of the
          Applicable Equity Amount or the Applicable Amount, an amount equal to any
          repayments, interest, returns, profits, distributions, income and similar
          amounts actually received in cash in respect of any such Investment (which
          amount referred to in this subclause (z) shall not exceed the amount of
          such Investment valued at the fair market value of such Investment at the
          time
          such Investment was made);
  (j)           Investments
          constituting non-cash proceeds of Dispositions of assets to the extent
          permitted
          by Section 10.4;
  (k)           Investments
          made to repurchase or retire Stock or Stock Equivalents of the Borrower
          or any
          direct or indirect parent thereof owned by any employee or any stock ownership
          plan or key employee stock ownership plan of the Borrower (or any direct
          or
          indirect parent thereof) in an aggregate amount, when combined with
          distributions made pursuant to Section 10.6(b), not to exceed the
          limitations set forth in such Section;
  (l)           Investments
          consisting of dividends permitted under Section 10.6;
  (m)           loans
          and advances to any direct or indirect parent of the Borrower in lieu of,
          and
          not in excess of the amount of, dividends to the extent permitted to be
          made to
          such parent in accordance with Section 10.6; provided that the
          aggregate amount of such loans and advances shall reduce the
          ability
   -142-
  of
          the Borrower and the Restricted Subsidiaries to make dividends under the
          applicable clauses of Section 10.6 by such amount;
  (n)           Investments
          consisting of extensions of credit in the nature of accounts receivable
          or notes
          receivable arising from the grant of trade credit in the ordinary course
          of
          business, and Investments received in satisfaction or partial satisfaction
          thereof from financially troubled account debtors and other credits to
          suppliers
          in the ordinary course of business;
  (o)           Investments
          in the ordinary course of business consisting of endorsements for collection
          or
          deposit and customary trade arrangements with customers consistent with
          past
          practices;
  (p)           advances
          of payroll payments to employees, consultants or independent contractors
          or
          other advances of salaries or compensation to employees, consultants or
          independent contractors, in each case in the ordinary course of
          business;
  (q)           Guarantee
          Obligations of the Borrower or any Restricted Subsidiary of leases (other
          than
          Capital Leases) or of other obligations that do not constitute Indebtedness,
          in
          each case entered into in the ordinary course of business;
  (r)           Investments
          held by a Person acquired (including by way of merger, amalgamation or
          consolidation) after the Closing Date otherwise in accordance with this
          Section 10.5 to the extent that such Investments were not made in
          contemplation of or in connection with such acquisition, merger, amalgamation
          or
          consolidation and were in existence on the date of such acquisition, merger,
          amalgamation or consolidation;
  (s)           Investments
          in Hedging Agreements permitted by Section 10.1;
  (t)           Investments
          arising out of, or in connection with, any Permitted Receivables
          Financing;
  (u)           Investments
          consisting of deposits of cash and Permitted Investments as collateral
          support
          permitted under Section 10.2;
  (v)           other
          Investments, which, when aggregated with (i) all aggregate principal amounts
          paid pursuant to Section 10.7(a)(i) from the Closing Date and (ii) all
          loans and advances made to any direct or indirect parent of the Borrower
          pursuant to Section 10.5(m) in lieu of dividends permitted by
Section 10.6(c) and (iii) all dividends paid pursuant to Section
          10.6(c), shall not exceed an amount equal to (w) $500,000,000 plus
          (x) the Applicable Equity Amount at the time such Investments are made
          plus (y) to the extent the Consolidated Secured Debt to Consolidated
          EBITDA Ratio is not greater than 5.0 to 1.0 after giving effect, on a Pro
          Forma
          Basis, to the making of such Investment, the Applicable Amount at such
          time
plus (z) to the extent not otherwise included in the determination
          of the
          Applicable Equity Amount or the Applicable Amount, an amount equal to any
          repayments, interest, returns, profits, distributions, income and similar
          amounts actually received in cash in respect of any such Investment (which
          amount referred to in this subclause (z) shall not exceed the amount of
          such Investment valued at the fair market value of such Investment at the
          time
          such Investment was made);
  (w)           [Reserved];
  (x)           Investments
          consisting of purchases and acquisitions of assets and services in the
          ordinary
          course of business (including in respect of construction or restoration
          activities);
   -143-
  
  (y)           Investments
          in the ordinary course of business consisting of Article 3 endorsements
          for
          collection or deposit and Article 4 customary trade arrangements with customers
          consistent with past practice;
  (z)           Investments
          made as a part of or in connection with the Transactions, including any
          payments
          to be made in connection with the Parent’s and its Subsidiaries’ long-term
          incentive plan or in respect of tax gross-ups and other deferred
          compensation;
  (aa)           Investments
          consisting of Indebtedness permitted by Section 10.1 (but only to the
          extent such Indebtedness was permitted without reference to Section 10.5)
          or fundamental changes permitted by Section 10.3;
  (bb)           Investments
          relating to pension trusts;
  (cc)           Investments
          by Credit Parties in any Restricted Subsidiary that is not a Credit Party
          so
          long as such Investment is part of a series of simultaneous Investments
          by the
          Borrower and the Restricted Subsidiaries in other Restricted Subsidiaries
          that
          result in the proceeds of the intercompany Investment being invested in
          one or
          more Credit Parties;
  (dd)           Investments
          relating to nuclear decommission trusts;
  (ee)           Investments
          in the form of, or pursuant to, operating agreements, working interests,
          royalty
          interests, mineral leases, processing agreements, farm-out agreements,
          contracts
          for the sale, transportation or exchange of oil and natural gas, unitization
          agreements, pooling agreements, area of mutual interest agreements, production
          sharing agreements or other similar or customary agreements, transactions,
          properties, interests or arrangements, and Investments and expenditures
          in
          connection therewith or pursuant thereto, in each case, made or entered
          into in
          the ordinary course of business; and
  (ff)           Investments
          in Shell Wind valued at the fair market value (determined by the Borrower
          acting
          in good faith) of such Investment at the time each such Investment is made,
          in
          an aggregate amount pursuant to this clause (ff) that, at the time each
          such Investment is made, would not exceed the sum of (w) $1,000,000,000
          in the
          aggregate (of which no portion may be used in fiscal 2007, up to $250,000,000
          may be used in fiscal 2008 and up to $300,000,000 may be used in each subsequent
          fiscal year) plus (x) the Applicable Equity Amount at such time
plus (y) to the extent the Consolidated Secured Debt to Consolidated
          EBITDA Ratio is not greater than 5.0 to 1.0 after giving effect, on a Pro
          Forma
          Basis, to the making of such Investment, the Applicable Amount at such
          time
plus (z) to the extent not otherwise included in the determination
          of the
          Applicable Equity Amount or the Applicable Amount, an amount equal to any
          repayments, interest, returns, profits, distributions, income and similar
          amounts actually received in cash in respect of any such Investment (which
          amount referred to in this subclause (z) shall not exceed the amount of
          such
          Investment valued at the fair market value of such Investment at the time
          such
          Investment was made).
  10.6.           Limitation
          on Dividends
  .  The
          Borrower will not declare or pay any dividends (other than dividends payable
          solely in its Stock or Stock Equivalents (other than Disqualified Stock))
          or
          return any capital to its stockholders or make any other distribution,
          payment
          or delivery of property or cash to its stockholders as such, or redeem,
          retire,
          purchase or otherwise acquire, directly or indirectly, for consideration,
          any
          shares of any class of its Stock or Stock Equivalents or the Stock or Stock
          Equivalents of any direct or indirect parent now or hereafter outstanding,
          or
          set aside any funds for any of the foregoing purposes, or permit any Restricted
          Subsidiary to purchase or otherwise acquire for consideration (other than
          in
          connection with an Investment permitted by Section 10.5) any Stock or
          Stock Equivalents of the Borrower now or hereafter outstanding (all of
          the
          foregoing, “**dividends**”), provided:
   -144-
  
  (a)           the
          Borrower may (or may pay dividends to permit any direct or indirect parent
          thereof to) redeem in whole or in part any of its Stock or Stock Equivalents
          for
          another class of its (or such parent’s) Stock or Stock Equivalents or with
          proceeds from substantially concurrent equity contributions or issuances
          of new
          Stock or Stock Equivalents; provided that (i) such new Stock or Stock
          Equivalents contain terms and provisions at least as advantageous to the
          Lenders, taken as a whole, in all respects material to their interests
          as those
          contained in the Stock or Stock Equivalents redeemed thereby and (ii) the
          cash
          proceeds from any such contribution or issuance have not otherwise been
          applied
          pursuant to the Applicable Equity Amount;
  (b)           so
          long as no Default or Event of Default shall have occurred and is continuing
          or
          would result therefrom, the Borrower may (or may pay dividends to permit
          any
          direct or indirect parent thereof to) redeem, acquire, retire or repurchase
          shares of its (or such parent’s) Stock or Stock Equivalents held by any present
          or former officer, manager, consultant, director or employee (or their
          respective Affiliates, spouses, former spouses, successors, executors,
          administrators, heirs, legatees, distributees, estates or immediate family
          members) of the Borrower (or any direct or indirect parent thereof) and
          any
          Subsidiaries, so long as such repurchase is pursuant to, and in accordance
          with
          the terms of, any stock option or stock appreciation rights plan, any
          management, director and/or employee benefit, stock ownership or option
          plan,
          stock subscription plan or agreement, employment termination agreement
          or any
          employment agreements or stockholders’ or shareholders’ agreement;
provided, however, that the aggregate amount of payments made
          under this Section 10.6(b) do not exceed in any calendar year $25,000,000
          (which shall increase to $50,000,000 subsequent to the consummation of
          an
          underwritten public offering of Stock by the Borrower (or any direct or
          indirect
          parent thereof) (with unused amounts in any calendar year being carried
          over to
          succeeding calendar years subject to a maximum (without giving effect to
          the
          following proviso) of $75,000,000 in any calendar year (which shall increase
          to
          $150,000,000 subsequent to the consummation of an underwritten public offering
          of Stock by the Borrower or any direct or indirect parent corporation of
          the
          Borrower)); provided, further that such amount in any calendar
          year may be increased by an amount not to exceed:
  (i)       the
          cash proceeds from the sale of Stock (other than Disqualified Stock) of
          the
          Borrower and, to the extent contributed to the Borrower, Stock of any of
          the
          Borrower’s direct or indirect parent companies, in each case to present or
          former officers, managers, consultants, directors or employees (or their
          respective Affiliates, spouses, former spouses, successors, executors,
          administrators, heirs, legatees, distributees, estates or immediate family
          members) of the Borrower (or any of its direct or indirect parent companies)
          or
          any Subsidiary of the Borrower that occurs after the Closing Date, to the
          extent
          the cash proceeds from the sale of such Stock have not otherwise been applied
          pursuant to the Applicable Equity Amount; plus
  (ii)                  the
          cash proceeds of key man life insurance policies received the Borrower
          or any
          Restricted Subsidiary after the Closing Date; less
  (iii)                  the
          amount of any dividends or distributions previously made with the cash
          proceeds
          described in clauses (i) and (ii) above;
  and
          provided, further, that cancellation of Indebtedness owing to the
          Borrower or any Restricted Subsidiary from present or former officers,
          managers,
          consultants, directors or employees (or their respective Affiliates, spouses,
          former spouses, successors, executors, administrators, heirs, legatees,
          distributees, estates or immediate family members) of the Borrower (or
          any of
          its direct or indirect parent companies), or any Subsidiary of the Borrower
          in
          connection with a repurchase of Stock or Stock Equivalents of the Borrower
          or
          any of its direct or indirect parent companies will not be deemed to constitute
          a dividend for purposes of this covenant or any other provision of this
          Agreement;
   -145-
  
  (c)           so
          long as no Default or Event of Default shall have occurred and is continuing
          or
          would result therefrom, the Borrower may pay dividends on its Stock or
          Stock
          Equivalents; provided that the amount of all such dividends paid from the
          Closing Date pursuant to this clause (c), when aggregated with (i) all
          aggregate principal amounts paid pursuant to Section 10.7(a)(i) from the
          Closing Date and (ii) (A) all loans and advances made to any direct or
          indirect
          parent of the Borrower pursuant to Section 10.5(m) in lieu of
          dividends permitted by this clause (c) and (B) all Investments made
          pursuant to Section 10.5(v), shall not exceed an amount equal to (x)
          $500,000,000 plus (y) the Applicable Equity Amount at the time such
          dividends are paid plus (z) to the extent the Consolidated Secured Debt
          to Consolidated EBITDA Ratio is not greater than 5.0 to 1.0 after giving
          effect,
          on a Pro Forma Basis, to the making of such dividend, the Applicable Amount
          at
          such time;
  (d)           the
          Borrower may pay dividends to, or make loans to, any direct or indirect
          parent
          company of the Borrower in amount required for any such direct or indirect
          parent to pay, in each case without duplication:
  (i)       foreign,
          federal, state and local income taxes (including any amounts reimbursable
          to the
          Oncor Subsidiaries in respect of such taxes pursuant to a tax sharing
          agreement), to the extent such income taxes are attributable to the income
          of
          (A) the Parent and its Subsidiaries (other than the Oncor Subsidiaries)
          and (B)
          the Oncor Subsidiaries, to the extent that the Oncor Subsidiaries have
          not
          reimbursed the Parent or such direct or indirect parent company of the
          Borrower
          for such payments in amounts required to pay such taxes; provided that
          the
          amount of such payments in any fiscal year does not exceed the amount that
          the
          Parent and its Subsidiaries are required to pay (including any amounts
          reimbursable to the Oncor Subsidiaries in respect of such taxes pursuant
          to a
          tax sharing agreement) in respect of foreign, federal, state and local
          income
          taxes for such fiscal year.
  (ii)                  (A)
          such parents’ and their respective Subsidiaries’ (other than the Oncor
          Subsidiaries) general operating expenses incurred in the ordinary course
          of
          business and other corporate overhead costs and expenses (including
          administrative, legal, accounting and similar expenses provided by third
          parties), which are reasonable and customary and incurred in the ordinary
          course
          of business and to the extent such costs and expenses are attributable
          to (1)
          the ownership or operation of the Parent and its Subsidiaries (other than
          the
          Oncor Subsidiaries) or (2) the ownership and operation of the Oncor
          Subsidiaries, to the extent that the Oncor Subsidiaries have not reimbursed
          the
          Parent or such direct or indirect parent company of the Borrower for such
          costs
          and expenses, (B) any reasonable and customary indemnification claims made
          by
          directors or officers of the Borrower (or any parent thereof) and such
          parent’s
          Subsidiaries, the Borrower or any Restricted Subsidiary or (C) fees and
          expenses
          otherwise due and payable by the Borrower (or any parent thereof and such
          parent’s Subsidiaries) or any Restricted Subsidiary and not prohibited to be
          paid by the Borrower and its Restricted Subsidiaries hereunder;
  (iii)                  franchise
          and excise taxes and other fees, taxes and expenses required to maintain
          the
          corporate existence of any direct or indirect parent of the
          Borrower;
  (iv)                  to
          any direct or indirect parent of the Borrower to finance any Investment
          permitted to be made by the Borrower or any Restricted Subsidiary pursuant
          to
Section 10.5; provided that (A) such dividend shall be made
          substantially concurrently with the closing of such Investment, (B) such
          parent
          shall, immediately following the closing thereof, cause (1) all property
          acquired (whether assets, Stock or Stock Equivalents) to be contributed
          to the
          Borrower or such Restricted Subsidiary or (2) the merger (to the extent
          permitted in Section 10.5) of the Person formed or acquired into the
          Borrower or any Restricted Subsidiary, (C) the Borrower shall
          com
   -146-
  ply
          with Section 9.11 and Section 9.12 to the extent applicable
          and (D) the aggregate amount of such dividends shall reduce the ability
          of the
          Borrower and the Restricted Subsidiary to make Investments under the applicable
          clauses of Section 10.5 by such amount;
  (v)                  customary
          costs, fees and expenses (other than to Affiliates) related to any unsuccessful
          equity or debt offering or acquisition or disposition transaction payable
          by the
          Borrower or the Restricted Subsidiaries; and
  (vi)                  customary
          salary, bonus and other benefits payable to officers, employees or consultants
          of any direct or indirect parent company (and such parent’s Subsidiaries (other
          than the Oncor Subsidiaries)) of the Borrower to the extent such salaries,
          bonuses and other benefits are attributable to (A) the ownership or operation
          of
          the Parent and its Subsidiaries (other than the Oncor Subsidiaries) or
          (B) the
          ownership and operation of the Oncor Subsidiaries, to the extent that the
          Oncor
          Subsidiaries have not reimbursed the Parent or such direct or indirect
          parent
          company of the Borrower for such payments;
  provided
          that any payments made pursuant to clauses (i), (ii) or (vi) above, to
          the
          extent relating to the ownership, operation or income of the Oncor Subsidiaries,
          shall be made in the form of loans, the terms of which shall require repayment
          upon receipt by the Parent of funds from the Oncor Subsidiaries as reimbursement
          for such amounts;
  (e)           [Reserved];
  (f)           to
          the extent constituting dividends, the Borrower may enter into and consummate
          transactions expressly permitted by any provision of Section
          10.3;
  (g)           the
          Borrower may repurchase Stock or Stock Equivalents of the Borrower (or
          any
          direct or indirect parent thereof) deemed to occur upon exercise of stock
          options or warrants if such Stock or Stock Equivalents represents a portion
          of
          the exercise price of such options or warrants, and the Borrower may pay
          dividends to any direct or indirect parent thereof as and when necessary
          to
          enable such parent to effect such repurchases;
  (h)           the
          Borrower may (i) pay cash in lieu of fractional shares in connection with
          any
          dividend, split or combination thereof or any Permitted Acquisition and
          (ii)
          honor any conversion request by a holder of convertible Indebtedness and
          make
          cash payments in lieu of fractional shares in connection with any such
          conversion and may make payments on convertible Indebtedness in accordance
          with
          its terms;
  (i)           the
          Borrower may pay any dividend or distribution within 60 days after the
          date of
          declaration thereof, if at the date of declaration such payment would have
          complied with the provisions of this Agreement;
  (j)           so
          long as no Default or Event of Default shall have occurred and is continuing
          or
          would result therefrom, the Borrower may declare and pay dividends on the
          Borrower’s (or any direct or indirect parent’s thereof) common stock following
          the first public offering of the Borrower’s common stock or the common stock of
          any of its direct or indirect parents after the Closing Date, of up to
          6%
*per annum* of the net proceeds received by or contributed to the
          Borrower in or from any such public offering to the extent such net proceeds
          are
          not utilized in connection with other transactions permitted by Section
          10.5, 10.6 or 10.7;
   -147-
  
  (k)           the
          Borrower may pay dividends in an amount equal to withholding or similar
          Taxes
          payable or expected to be payable by any present or former employee, director,
          manager or consultant (or their respective Affiliates, estates or immediate
          family members) and any repurchases of Stock or Stock Equivalents in
          consideration of such payments including deemed repurchases in connection
          with
          the exercise of stock options;
  (l)           [Reserved];
  (m)           the
          Borrower may make payments described in Sections 9.9(a), 9.9(c),
9.9(f),9.9(g), 9.9(h), 9.9(i), 9.9(k) and
9.9(l);
  (n)           the
          Borrower may pay dividends or make distributions in connection with the
          Transactions, including payments in respect of the Parent’s and its
          Subsidiaries’ long term incentive plan or in respect of tax gross-ups and other
          deferred compensation;
  (o)           so
          long as no Default or Event of Default shall have occurred and is continuing
          or
          would result therefrom, the Borrower may pay declare and pay dividends
          to, or
          make loans to, any direct or indirect parent company of the Borrower in
          amounts
          up to $750,000,000; provided that such amount may only be used for
          Investments by any direct or indirect parent entity of the Borrower in
          any
          unrestricted Subsidiary of such parent to the extent permitted by the Parent
          Senior Documents or any documents governing any refinanced, renewed, refunded,
          modified, replaced or extended Parent Senior Facility; and provided,
further, that no more than $250,000,000 of such amount may be
          in a form
          other than a loan to such parent;
  (p)           the
          Borrower may make distributions or payments of Receivables Fees;
  (q)           the
          Borrower may pay declare and pay dividends out of Retained Declined Proceeds
          remaining after any Prepayment Event and not included in the Available
          Amount in
          an amount not to exceed $100,000,000;
  (r)           so
          long as no Event of Default under Section 11.1 or 11.5 shall have
          occurred and be continuing or would occur as a consequence thereof, the
          Borrower
          may make loans to the Parent and its other Subsidiaries (other than the
          Oncor
          Subsidiaries) in amounts required for the Parent or such Subsidiaries to
          pay, in
          each case without duplication, principal, premium and interest when due
          on (i)
          the Parent Senior Facility and any Indebtedness incurred in connection
          with the
          modification, replacement, refinancing, refunding, renewal or extension
          thereof;
provided that, in connection with any such modification, replacement,
          refinancing, refunding, renewal or extension, the aggregate principal amount
          of
          such Indebtedness does not exceed the principal amount thereof outstanding
          immediately prior to such modification, replacement, refinancing, refunding,
          renewal or extension (except by an amount equal to accrued interest and
          premium
          thereon (including any PIK interest amount)) plus other reasonable
          amounts paid and fees and expenses incurred in connection with such
          modification, replacement, refinancing, refunding, renewal or extension,
          (ii)
          Indebtedness of the Parent and its other Subsidiaries (other than the Oncor
          Subsidiaries) in existence prior to the Closing Date, including the Existing
          Parent Notes and any Indebtedness incurred in connection with the modification,
          replacement, refinancing, refunding, renewal or extension thereof;
provided that, in connection with any such modification, replacement,
          refinancing, refunding, renewal or extension, the aggregate principal amount
          of
          such Indebtedness does not exceed the principal amount thereof outstanding
          immediately prior to such modification, replacement, refinancing, refunding,
          renewal or extension (except by an amount equal to accrued interest and
          premium
          thereon (including any PIK interest amount)) plus other reasonable
          amounts paid and fees and expenses incurred in connection with such
          modification, replacement, refinancing, refunding, renewal or extension
          and
          (iii) any Indebtedness incurred by the Parent after the Closing Date;
provided that in the case of this clause
   -148-
  (iii),
          such payments shall not to exceed the sum of (x) $250,000,000 plus (y)
          the Available Equity Amount at the time of the making of such payment
plus (z) to the extent the Consolidated Debt to Consolidated EBITDA
          Ratio
          is not greater than 5.0 to 1.0 after giving effect, on a Pro Forma Basis,
          to the
          making of each such payment, the Applicable Amount at such time;
  (s)           the
          Borrower may make distributions of, or Investments in, Receivables Facility
          Assets for purposes of inclusion in any Permitted Receivables Financing,
          in each
          case made in the ordinary course of business or consistent with past
          practices;
  (t)           the
          Borrower may declare and pay dividends to, or make loans to, the Parent
          (or any
          other direct or indirect parent company of the Borrower) in amounts sufficient
          to permit the Parent to make any “Optional Interest Repayment” permitted by the
          terms of the Parent Senior Documents or any Indebtedness incurred in connection
          with the modification, replacement, refinancing, refunding, renewal or
          extension
          thereof; provided that, in connection with any such modification,
          replacement, refinancing, refunding, renewal or extension, the aggregate
          principal amount of such Indebtedness does not exceed the principal amount
          thereof outstanding immediately prior to such modification, replacement,
          refinancing, refunding, renewal or extension (except by an amount equal
          to
          accrued interest and premium thereon (including any PIK Interest Amount)
          plus other reasonable amounts paid and fees and expenses incurred in
          connection with such modification, replacement, refinancing, refunding,
          renewal
          or extension;
  (u)           the
          Borrower may make loans to, or permit letters of credit (including Letters
          of
          Credit) to be issued on behalf of, any of its direct or indirect parent
          companies or such parents’ Subsidiaries for working capital purposes or for
          payments under the Energy Plaza Lease or the cost of maintaining the
          headquarters building at Energy Plaza, in each case so long as made in
          the
          ordinary course of business and consistent with past practices and in an
          amount
          not to exceed $350,000,000 of which no more than $250,000,000 may be in
          the form
          of Letters of Credit; and
  (v)           during
          the period from the Closing Date until the date that is five months following
          the Closing Date, the Borrower may (or may pay dividends to permit any
          direct or
          indirect parent thereof to) redeem, or repurchase shares of its (or such
          Parent’s) Stock or Stock Equivalents held by any Management Investor so long as
          such redemption or repurchase is only of Stock contributed or “rolled over” to
          the Borrower (or such Parent) in connection with the Transactions and the
          aggregate amount of payments made under this Section 10.6(v) does not
          exceed $5,000,000.
  Notwithstanding
          anything to the contrary contained in Section 10 (including Section
          10.5 and this Section 10.6), the Borrower will not, and will not
          permit any of its Restricted Subsidiaries to, pay any cash dividend or
          make any
          cash distribution on or in respect of the Borrower’s Stock or Stock Equivalents
          or purchase or otherwise acquire for cash any Stock or Stock Equivalents
          of the
          Borrower or any direct or indirect parent of the Borrower, for the purpose
          of
          paying any cash dividend or making any cash distribution to, or acquiring
          any
          Stock or Stock Equivalents of the Borrower or any direct or indirect parent
          of
          the Borrower for cash from the Sponsors, or guarantee any Indebtedness
          of any
          Affiliate of the Borrower for the purpose of paying such dividend, making
          such
          distribution or so acquiring such Stock or Stock Equivalents to or from
          the
          Sponsors, in each case by means of utilization of the cumulative dividend
          and
          investment credit provided by the use of the Applicable Amount or the exceptions
          provided by Sections 10.5(i), (m) and (v), Sections
          10.6(c) and (i) and Section 10.7(a), unless at the time and
          after giving effect to such payment, the Consolidated Total Debt to Consolidated
          EBITDA Ratio would be equal to or less than 6.5 to 1.0.
  Any
          loan made pursuant to Section 10.6(d),  Section 10.6(o),
Section 10.6(r) or Section 10.6(u) by the Borrower or any of the
          Restricted Subsidiaries to the Parent or any of the Parent’s other Subsidiaries
          (each, a “**Parent Loan**”) shall be made on arm’s-length basis and
          shall contain a repayment
   -149-
  provision
          such that each Parent Loan shall be repaid with the proceeds from the
          Disposition of all or any portion of the Stock or Indebtedness of, or all
          or
          substantially all of the assets (in one transaction or a series of related
          transactions) of any of the Oncor Subsidiaries (in each case to the extent
          such
          proceeds are received (initially or subsequently) by the Parent or any
          of its
          Subsidiaries other than the Oncor Subsidiaries) prior to the use of any
          such
          proceeds to prepay (other than at maturity) any Indebtedness of the Parent
          or to
          make any dividend or distribution to the Sponsors.
  10.7.           Limitations
          on Debt Payments and Amendments
  .
  (a)           The
          Borrower will not, and will not permit the Restricted Subsidiaries to,
          prepay,
          repurchase or redeem or otherwise defease any Permitted Additional Debt
          that is
          subordinated to the Obligations or any Existing Notes with Stated Maturities
          beyond the latest Maturity Date of any Credit Facility under the Agreement
          (the
“**Limited Notes**”), but in any event, in all cases, excluding any
          Existing Tender Offer Notes; provided, however, that so long as no
          Default or Event of Default shall have occurred and be continuing on the
          date of
          such prepayment, repurchase, redemption or other defeasance or would result
          therefrom, the Borrower and the Restricted Subsidiaries may prepay, repurchase
          or redeem or otherwise defease such Permitted Additional Debt or such Limited
          Notes (i) in an aggregate amount from the Closing Date, when aggregated
          with (A)
          the aggregate amount of dividends paid pursuant to Section 10.6(c) from
          the Closing Date and (B) all (I) Investments made pursuant to
Section 10.5(v) and (II) loans and advances to any direct or
          indirect parent of the Borrower made pursuant to Section 10.5(m),
          not in excess of the sum of (1) $500,000,000 plus (2) the Applicable
          Equity Amount at the time of such prepayment, repurchase, redemption or
          other
          defeasance plus (3) to the extent the Consolidated Secured Debt to
          Consolidated EBITDA Ratio is not greater than 5.0 to 1.0 on a Pro Forma
          Basis,
          to the making of such prepayment, repurchase, redemption or defeasance,
          the
          Applicable Amount at the time of such prepayment, repurchase, redemption
          or
          other defeasance; (ii) in the case of Permitted Additional Debt, with the
          proceeds of other Permitted Additional Debt and (iii) in the case of the
          Limited
          Notes, in compliance with Section 10.1(g).  Notwithstanding the
          foregoing, nothing in this Section 10.7 shall prohibit (A) the repayment
          or prepayment of intercompany subordinated Indebtedness owed among the
          Borrower
          and/or the Restricted Subsidiaries, in either case unless a Default or
          an Event
          of Default has occurred and is continuing and the Borrower has received
          a notice
          from the Collateral Agent instructing it not to make or permit any such
          repayment or prepayment or (B) transfers of credit positions in connection
          with
          intercompany debt restructurings so long as such Indebtedness is permitted
          by
Section 10.1 after giving effect to such transfer.  For the
          avoidance of doubt, nothing in this Section 10.7 shall restrict the
          making of any prepayment of accrued but unpaid interest and/or original
          issue
          discount in respect of either the Borrower Senior Facility or any Refinanced
          Bridge Indebtedness Documentation in accordance with “Optional Interest
          Repayment” provisions thereof at the end of any accrued period ending after the
          fifth anniversary of the Closing Date.
  (b)           The
          Borrower will not, and will not permit to the Restricted Subsidiaries to
          waive,
          amend, modify, terminate or release any Permitted Additional Debt that
          is
          subordinated to the Obligations, any Limited Notes or the Borrower Senior
          Interim Loan Agreement, in each case, that to the extent that any such
          waiver,
          amendment, modification, termination or release, taken as a whole, would
          be
          adverse to the Lenders in any material respect.
  10.8.           Limitations
          on Sale Leasebacks
  .  The
          Borrower will not, and will not permit the Restricted Subsidiaries to,
          enter
          into or effect any Sale Leasebacks after the Closing Date, other than Permitted
          Sale Leasebacks.
   -150-
  
  10.9.           Consolidated
          Secured Debt to Consolidated EBITDA Ratio
  .  The
          Borrower will not permit the Consolidated Secured Debt to Consolidated
          EBITDA
          Ratio for any Test Period set forth below to be greater than the ratio
          set forth
          below opposite such period:
  TEST
                    PERIOD ENDING
                RATIOSeptember
                    30, 2008
                7.25
                    to 1.00December
                    31, 2008
                7.25
                    to 1.00March
                    31, 2009
                7.25
                    to 1.00June
                    30, 2009
                7.25
                    to 1.00September
                    30, 2009
                7.25
                    to 1.00December
                    31, 2009
                7.25
                    to 1.00March
                    31, 2010
                7.00
                    to 1.00June
                    30, 2010
                7.00
                    to 1.00September
                    30, 2010
                7.00
                    to 1.00December
                    31, 2010
                6.75
                    to 1.00March
                    31, 2011
                6.75
                    to 1.00June
                    30, 2011
                6.75
                    to 1.00September
                    30, 2011
                6.75
                    to 1.00December
                    31, 2011
                6.50
                    to 1.00March
                    31, 2012
                6.50
                    to 1.00June
                    30, 2012
                6.50
                    to 1.00September
                    30, 2012
                6.50
                    to 1.00December
                    31, 2012
                6.25
                    to 1.00March
                    31, 2013
                6.25
                    to 1.00June
                    30, 2013
                6.25
                    to 1.00September
                    30, 2013
                6.25
                    to 1.00December
                    31, 2013
                6.00
                    to 1.00March
                    31, 2014
                5.75
                    to 1.00June
                    30, 2014
                5.75
                    to 1.00September
                    30, 2014
                5.75
                    to 1.00
 
 Any
          provision of this Agreement that contains a requirement for the Borrower
          to be
          in compliance with the covenant contained in this Section 10.9 prior to
          the time that this covenant is otherwise applicable shall be deemed to
          require
          that the Consolidated Secured Debt to Consolidated EBITDA Ratio for the
          applicable Test Period not be greater than 7.25 to 1.00.
  SECTION
          11.                                Events
          of Default
  .
  Upon
          the occurrence of any of the following specified events (each an “**Event
          of Default**”):
  11.1.           Payments
  .  The
          Borrower shall (a) default in the payment when due of any principal of
          the Loans
          (but not Posting Advances), (b) default, and such default shall continue
          for
          five or more days, in the payment when due of any interest on the Loans,
          Posting
          Advances or any Fees or any Unpaid Drawings or any other amounts owing
          hereunder
          or under any other Credit Document or (c) fail to pay when due any principal
          amount of the Posting Advances; provided that, if at the time of such
          failure the Posting Lender and the Dealer are not Affiliates, then, to
          the
          extent that such failure is due to, or caused by, the failure of the Dealer
          to
          comply with its payment obligations under any Dealer Swaps, the Borrower
          shall
          have a period of seven Business Days to cure any such failure and during
          such
          cure period, such failure shall not constitute a Default or Event of Default
          hereunder, and provided, further, that to the
   -151-
  extent
          that any such failure to pay is caused by the Posting Lender or the Dealer
          (to
          the extent such entities are Affiliates of each other) to comply with their
          respective obligations under any netting and/or settlement agreement with
          the
          Borrower or any Restricted Subsidiary, such failure to pay shall not (to
          the
          extent it is and continues to be caused by such failure) constitute a Default
          or
          Event of Default hereunder; or
  11.2.           Representations,
          Etc.
  Any
          representation, warranty or statement made or deemed made by any Credit
          Party
          herein or in any other Credit Document or any certificate delivered or
          required
          to be delivered pursuant hereto or thereto shall prove to be untrue in
          any
          material respect on the date as of which made or deemed made; or
  11.3.           Covenants
  .  Any
          Credit Party shall:
  (a)           default
          in the due performance or observance by it of any term, covenant or agreement
          contained in Section 9.1(d), Section 9.5 (solely with respect to
          the Borrower) or Section 10; or
  (b)           default
          in the due performance or observance by it of any term, covenant or agreement
          (other than those referred to in Section 11.1 or 11.2 or clause
          (a) of this Section 11.3) contained in this Agreement or any other Credit
          Document and such default shall continue unremedied for a period of at
          least 30
          days after receipt of written notice by the Borrower from the Administrative
          Agent or the Required Lenders; or
  11.4.           Default
          Under Other Agreements
  .  (a)  The
          Borrower or any Restricted Subsidiary shall (i) default in any payment
          with
          respect to any Indebtedness (other than any Indebtedness described in Section
          11.1, Hedging Obligations or Indebtedness under any Permitted Receivables
          Financing) in excess of $200,000,000 in the aggregate, for the Borrower
          and such
          Restricted Subsidiaries, beyond the period of grace, if any, provided in
          the
          instrument or agreement under which such Indebtedness was created or
          (ii) default in the observance or performance of any agreement or condition
          relating to any such Indebtedness or contained in any instrument or agreement
          evidencing, securing or relating thereto, or any other event shall occur
          or
          condition exist (other than any agreement or condition relating to, or
          provided
          in any instrument or agreement, under which such Hedging Obligations or
          such
          Permitted Receivables Financing was created), the effect of which default
          or
          other event or condition is to cause, or to permit the holder or holders
          of such
          Indebtedness (or a trustee or agent on behalf of such holder or holders)
          to
          cause, any such Indebtedness to become due or to be repurchased, prepaid,
          defeased or redeemed (automatically or otherwise), or an offer to repurchase,
          prepay, defease or redeem such Indebtedness to be made, prior to its stated
          maturity; or (b) without limiting the provisions of clause (a)
          above, any such Indebtedness shall be declared to be due and payable, or
          required to be prepaid other than by a regularly scheduled required prepayment
          (other than any Hedging Obligations or Indebtedness under any Permitted
          Receivables Financing) or as a mandatory prepayment, prior to the stated
          maturity thereof; provided that this clause (b) shall not apply to
          secured Indebtedness that becomes due as a result of the voluntary sale
          or
          transfer of the property or assets securing such Indebtedness, if such
          sale or
          transfer is permitted hereunder and under the documents providing for such
          Indebtedness; or
  11.5.           Bankruptcy,
          Etc.
  The
          Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding
          or action concerning itself under (a) Title 11 of the United States Code
          entitled “Bankruptcy,” or (b) in the case of any Foreign Subsidiary that is
          a Specified Subsidiary, any domestic or foreign law relating to bankruptcy,
          judicial management, insolvency, reorganization, administration or relief
          of
          debtors in effect in its jurisdiction of incorporation, in each case as
          now or
          hereafter in effect, or any successor thereto (collectively, the
“**Bankruptcy Code**”); or an involuntary case, proceeding or
          action is commenced against the Borrower or any Specified Subsidiary and
          the
          petition is not controverted within 30 days after commencement of the case,
          proceeding or action; or an involuntary case, proceeding
   -152-
  or
          action is commenced against the Borrower or any Specified Subsidiary and
          the
          petition is not dismissed within 60 days after commencement of the case,
          proceeding or action; or a custodian (as defined in the Bankruptcy Code),
          judicial manager, receiver, receiver manager, trustee, administrator or
          similar
          person is appointed for, or takes charge of, all or substantially all of
          the
          property of the Borrower or any Specified Subsidiary; or the Borrower or
          any
          Specified Subsidiary commences any other voluntary proceeding or action
          under
          any reorganization, arrangement, adjustment of debt, relief of debtors,
          dissolution, insolvency, administration or liquidation or similar law of
          any
          jurisdiction whether now or hereafter in effect relating to the Borrower
          or any
          Specified Subsidiary; or there is commenced against the Borrower or any
          Specified Subsidiary any such proceeding or action that remains undismissed
          for
          a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated
          insolvent or bankrupt; or any order of relief or other order approving
          any such
          case or proceeding or action is entered; or the Borrower or any Specified
          Subsidiary suffers any appointment of any custodian, receiver, receiver
          manager,
          trustee, administrator or the like for it or any substantial part of its
          property to continue undischarged or unstayed for a period of 60 days;
          or the
          Borrower or any Specified Subsidiary makes a general assignment for the
          benefit
          of creditors; or any corporate action is taken by the Borrower or any Specified
          Subsidiary for the purpose of effecting any of the foregoing; or
  11.6.           ERISA
  .  (a)  Any
          Plan shall fail to satisfy the minimum funding standard required for any
          plan
          year or part thereof or a waiver of such standard or extension of any
          amortization period is sought or granted under Section 412 of the Code;
          any Plan
          is or shall have been terminated or is the subject of termination proceedings
          under ERISA (including the giving of written notice thereof); an event
          shall
          have occurred or a condition shall exist in either case entitling the PBGC
          to
          terminate any Plan or to appoint a trustee to administer any Plan (including
          the
          giving of written notice thereof); any Plan shall have an accumulated funding
          deficiency (whether or not waived); the Borrower or any ERISA Affiliate
          has
          incurred or is likely to incur a liability to or on account of a Plan under
          Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204
          of ERISA
          or Section 4971 or 4975 of the Code (including the giving of written notice
          thereof); (b) there could result from any event or events set forth in
clause
          (a) of this Section 11.6 the imposition of a Lien, the granting of a
          security interest, or a liability, or the reasonable likelihood of incurring
          a
          Lien, security interest or liability; and (c) such Lien, security interest
          or
          liability will or would be reasonably likely to have a Material Adverse
          Effect;
          or
  11.7.           Guarantee
  .  Any
          Guarantee provided by any Credit Party or any material provision thereof
          shall
          cease to be in full force or effect (other than pursuant to the terms hereof
          or
          thereof) or any such Guarantor thereunder or any other Credit Party shall
          deny
          or disaffirm in writing any such Guarantor’s obligations under the Guarantee;
          or
  11.8.           Pledge
          Agreement
  .  Any
          Pledge Agreement pursuant to which the Stock or Stock Equivalents of the
          Borrower or any Subsidiary of the Borrower is pledged or any material provision
          thereof shall cease to be in full force or effect (other than pursuant
          to the
          terms hereof or thereof or any perfection defect arising solely as a result
          of
          the failure of the Collateral Agent to maintain any possessory collateral)
          or
          any pledgor thereunder or any other Credit Party shall deny or disaffirm
          in
          writing such pledgor’s obligations under any Pledge Agreement; or
  11.9.           Security
          Agreement
  .  The
          Security Agreement or any other Security Document pursuant to which the
          assets
          of any Credit Party are pledged as Collateral or any material provision
          thereof
          shall cease to be in full force or effect (other than pursuant to the terms
          hereof or thereof) or any grantor thereunder or any other Credit Party
          shall
          deny or disaffirm in writing such grantor’s obligations under the Security
          Agreement or any other Security Document; or
   -153-
  
  11.10.                      Mortgages
  .  Any
          Mortgage or any material provision of any Mortgage relating to any material
          portion of the Collateral shall cease to be in full force or effect (other
          than
          pursuant to the terms hereof or thereof, including a release by the Collateral
          Agent of all or a portion of the property covered thereby in accordance
          with the
          terms hereof and thereof) or any mortgagor thereunder or any other Credit
          Party
          shall deny or disaffirm in writing such mortgagor’s obligations under any
          Mortgage; or
  11.11.                      Judgments
  .  One
          or more judgments or decrees shall be entered against the Borrower or any
          Restricted Subsidiary involving a liability of $200,000,000 or more in
          the
          aggregate for all such judgments and decrees for the Borrower and the Restricted
          Subsidiaries (to the extent not paid or covered by insurance provided by
          a
          carrier not disputing coverage) and any such judgments or decrees shall
          not have
          been satisfied, vacated, discharged or stayed or bonded pending appeal
          within 60
          days after the entry thereof; or
  11.12.                      Hedging
          Agreements
  .  The
          Borrower or any of the Restricted Subsidiaries shall default (and have
          knowledge
          of such default) in any required payment obligation that is not being contested
          in good faith and by appropriate proceedings by the Borrower or any Restricted
          Subsidiary under any one or more Hedging Agreements and involving liabilities
          in
          the aggregate in excess of $200,000,000 and payable by the Borrower and
          the
          Restricted Subsidiaries, after giving effect to any grace periods, dispute
          resolution provisions or similar provisions contained in such Hedging
          Agreements; and such default shall not have been cured within 60 days after
          the
          date on which the date on which the counterparty under such Hedging Agreement
          is
          permitted to cause the obligation to become due and payable; or
  11.13.                      Change
          of Control
  .  A
          Change of Control shall occur;
  then,
          and in any such event, and at any time thereafter, if any Event of Default
          shall
          then be continuing, the Administrative Agent may and, upon the written
          request
          of the Required Lenders, shall, by written notice to the Borrower, take
          any or
          all of the following actions, without prejudice to the rights of the
          Administrative Agent or any Lender to enforce its claims against the Borrower,
          except as otherwise specifically provided for in this Agreement (provided
          that, if an Event of Default specified in Section 11.5 shall occur with
          respect to the Borrower, the result that would occur upon the giving of
          written
          notice by the Administrative Agent as specified in clauses (i),
(ii), (iii) and (v) below shall occur automatically without
          the giving of any such notice):  (i) declare the Total Revolving
          Credit Commitment and Swingline Commitment terminated, whereupon the Revolving
          Credit Commitment and Swingline Commitment, if any, of each Lender or the
          Swingline Lender, as the case may be, shall forthwith terminate immediately
          and
          any Fees theretofore accrued shall forthwith become due and payable without
          any
          other notice of any kind; (ii) declare the Delayed Draw Term Loan
          Commitment terminated, whereupon the Delayed Draw Term Loan Commitment,
          if any,
          of each Lender shall forthwith terminate immediately and any Fees theretofore
          accrued shall forthwith become due and payable; (iii) declare the principal
          of and any accrued interest and Fees in respect of any or all Loans, Posting
          Advances and any or all Obligations owing hereunder and under any other
          Credit
          Document to be, whereupon the same shall become, forthwith due and payable
          without presentment, demand, protest or other notice of any kind, all of
          which
          are hereby waived by the Borrower; (iv) terminate any Letter of Credit that
          may be terminated in accordance with its terms; and/or (v) direct the Borrower
          to Cash Collateralize (and the Borrower agrees that upon receipt of such
          notice,
          or upon the occurrence of an Event of Default specified in
Section 11.5 with respect to the Borrower, it will Cash
          Collateralize) all Revolving Letters of Credit issued and then outstanding;
          and
          in any such event; and at any time thereafter, if any Event of Default
          shall
          then be continuing, the Posting Agent may and, upon the written request
          of the
          Required Posting Lenders, shall, by written notice to the Borrower, take
          any or
          all of the following actions, without prejudice to the rights of the Posting
          Agent or any Lender under the Posting Facility to enforce its claims against
          the
          Borrower, except as otherwise specifically provided for in this Agreement
          (provided that, if an Event of Default specified in
   -154-
  Section
          11.5 shall occur with respect to the Borrower, the result that would occur
          upon the giving of written notice by the Posting Agent as specified in
          clauses
          (i) and (ii) below shall occur automatically without the giving of any
          such
          notice):  (i) declare the Total Posting Commitment terminated,
          whereupon the Posting Commitment, if any, of each Lender shall forthwith
          terminate immediately and any Fees theretofore accrued (including any Partial
          Termination Maintenance Fees and Final Termination Maintenance Fee) shall
          forthwith become due and payable without any other notice of any kind;
          and (ii)
          declare the principal of and any accrued interest and Fees (including,
          without
          limitation, any Partial Termination Maintenance Fees and Final Termination
          Maintenance Fee) in respect of any or all Posting Advances and any or all
          Obligations with respect to the Posting Facility owing hereunder and under
          any
          other Credit Document to be, whereupon the same shall become, forthwith
          due and
          payable without presentment, demand, protest or other notice of any kind,
          all of
          which are hereby waived by the Borrower.  Notwithstanding the
          foregoing, no action may be taken by the Administrative Agent, the Posting
          Agent
          or any Lender with respect to an Event of Default under Section 11.1
          relating solely to payments due in respect of the Posting Facility, unless
          directed to do so upon the written request of the Required Posting Lenders
          and,
          to the extent waived by the Required Posting Lenders or each Posting Lender
          directly and adversely affected thereby, as applicable, in accordance with
          the
          provisions of Section 13.1, such Event of Default shall cease to be a
          Default or Event or Default hereunder.
  11.14.                      Application
          of Proceeds
  .  Any
          amount received by the Administrative Agent, Posting Agent or the Collateral
          Agent from any Credit Party (or from proceeds of any Collateral) following
          any
          acceleration of the Obligations under this Agreement or any Event of Default
          with respect to the Borrower under Section 11.5 shall be applied in
          accordance with Section 4.1 of the Intercreditor Agreement.
  11.15.                      Right
          to Cure
  .
  (a)           Notwithstanding
          anything to the contrary contained in Section 11.3(a), in the event that
          the Borrower fails to comply with the requirement of the covenant set forth
          in
Section 10.9, until the expiration of the tenth day after the date on
          which Section 9.1 Financials with respect to the Test Period in which the
          covenant set forth in such Section is being measured are required to be
          delivered pursuant to Section 9.1, the Parent, US Holdings or any other
          Person shall have the right to make a direct or indirect equity investment
          (other than in the form of Disqualified Stock) in the Borrower in cash
          (the
“**Cure Right**”), and upon receipt by the Borrower of the net cash
          proceeds pursuant to the exercise of the Cure Right (including through
          the
          capital contribution of any such net cash proceeds to the Borrower, the
          “**Cure Amount**”), the covenant set forth in such Section shall be
          recalculated, giving effect to the pro forma increase to Consolidated EBITDA
          for
          such Test Period in an amount equal to such Cure Amount; provided that
          (i) such pro forma adjustment to Consolidated EBITDA shall be given solely
          for
          the purpose of determining the existence of a Default or Event of Default
          under
          the covenant set forth in such Section with respect to any Test Period
          that
          includes the fiscal quarter for which such Cure Right was exercised and
          not for
          any other purpose under any Credit Document and (ii) no other adjustment
          under
          any other financial definition shall be made as a result of the exercise
          of any
          Cure Right (including no netting of cash constituting any Cure Amount in
          the
          definition of Consolidated Total Debt (either directly or indirectly through
          the
          definition of Unrestricted Cash)).
  (b)           If,
          after the exercise of the Cure Right and the recalculations pursuant to
          clause
          (a) above, the Borrower shall then be in compliance with the requirements
          of the
          covenant set forth in Section 10.9 during such Test Period (including for
          the purposes of Section 7), the Borrower shall be deemed to have
          satisfied the requirements of such covenant as of the relevant date of
          determination with the same effect as though there had been no failure
          to comply
          therewith at such date, and the applicable Default or Event of Default
          under
Section 11.3 that had occurred shall be deemed cured for purposes
          of
   -155-
  this
          Agreement; provided that (i) in each Test Period there shall be at least
          one fiscal quarter for which no Cure Right is exercised and (ii) with respect
          to
          any exercise of the Cure Right, the Cure Amount shall be no greater than
          the
          amount required to cause the Borrower to be in compliance with the covenant
          set
          forth in Section 10.9.
  SECTION
          12.                                The
          Agents
  .
  12.1.           Appointment
  .
  (a)           Each
          Lender hereby irrevocably designates and appoints the Administrative Agent
          as
          the agent of such Lender under this Agreement and the other Credit Documents
          and
          irrevocably authorizes the Administrative Agent, in such capacity, to take
          such
          action on its behalf under the provisions of this Agreement and the other
          Credit
          Documents and to exercise such powers and perform such duties as are expressly
          delegated to the Administrative Agent by the terms of this Agreement and
          the
          other Credit Documents, together with such other powers as are reasonably
          incidental thereto.  Each Posting Lender hereby irrevocably designates
          and appoints the Posting Agent as the agent of such Lender under this Agreement
          and the other Credit Documents and irrevocably authorizes the Posting Agent,
          in
          such capacity, to take such action on its behalf under the provisions of
          this
          Agreement and the other Credit Documents and to exercise such powers and
          perform
          such duties as are expressly delegated to the Posting Agent by the terms
          of this
          Agreement and the other Credit Documents, together with such other powers
          as are
          reasonably incidental thereto.  Each Posting Lender and the Borrower
          hereby irrevocably designates and appoints the Posting Calculation Agent
          as the
          agent of such Lender and the Borrower under this Agreement and the other
          Credit
          Documents and irrevocably authorizes the Posting Calculation Agent, in
          such
          capacity, to take such action on its behalf under the provisions of this
          Agreement and the other Credit Documents and to exercise such powers and
          perform
          such duties as are expressly delegated to the Posting Calculation Agent
          by the
          terms of this Agreement and the other Credit Documents, together with such
          other
          powers as are reasonably incidental thereto.  The provisions of this
Section 12 (other than the third sentence of this Section 12.1 and
Sections 12.9 and 12.13 with respect to the Borrower) are solely
          for the benefit of the Agents and the Lenders, and the Borrower shall not
          have
          any rights as a third party beneficiary of such
          provision.  Notwithstanding any provision to the contrary elsewhere in
          this Agreement, no Agent shall have any duties or responsibilities, except
          those
          expressly set forth herein or in any other Credit Document, any fiduciary
          relationship with any Lender or any agency or trust obligations with respect
          to
          any Credit Party, and no implied covenants, functions, responsibilities,
          duties,
          obligations or liabilities shall be read into this Agreement or any other
          Credit
          Document or otherwise exist against such Agent.
  (b)           The
          Administrative Agent, the Posting Agent, each Lender, the Swingline Lender
          and
          the Letter of Credit Issuers hereby irrevocably designate and appoint the
          Collateral Agent as the agent with respect to the Collateral, and each
          of the
          Administrative Agent, the Posting Agent, each Lender, the Swingline Lender
          and
          each Letter of Credit Issuer irrevocably authorizes the Collateral Agent,
          in
          such capacity, to take such action on its behalf under the provisions of
          this
          Agreement and the other Credit Documents and to exercise such powers and
          perform
          such duties as are expressly delegated to the Collateral Agent by the terms
          of
          this Agreement and the other Credit Documents, together with such other
          powers
          as are reasonably incidental thereto.  Notwithstanding any provision
          to the contrary elsewhere in this Agreement, the Collateral Agent shall
          not have
          any duties or responsibilities except those expressly set forth herein
          or in any
          other Credit Document, any fiduciary relationship with any of the Administrative
          Agent, the Posting Agent, the Lenders, the Swingline Lender or the Letter
          of
          Credit Issuers or any agency or trust obligations with respect to any Credit
          Party, and no implied covenants, functions, responsibilities, duties,
          obligations or liabilities shall be read into this Agreement or any other
          Credit
          Document or otherwise exist against the Collateral Agent.
   -156-
  
  (c)           Each
          of the Syndication Agent, the Posting Syndication Agent, the Joint Lead
          Arrangers and Bookrunners, the Posting Lead Arranger and Bookrunner, the
          Posting
          Documentation Agent and the Co-Documentation Agents, each in its capacity
          as
          such, shall not have any obligations, duties or responsibilities under
          this
          Agreement but shall be entitled to all benefits of this Section
          12.
  12.2.           Delegation
          of Duties
  .  The
          Administrative Agent, the Posting Agent and the Collateral Agent may each
          execute any of its duties under this Agreement and the other Credit Documents
          by
          or through agents, sub-agents, employees or attorneys-in-fact and shall
          be
          entitled to advice of counsel concerning all matters pertaining to such
          duties.  Neither the Administrative Agent, the Posting Agent nor the
          Collateral Agent shall be responsible for the negligence or misconduct
          of any
          agents, sub-agents or attorneys-in-fact selected by it in the absence of
          gross
          negligence or willful misconduct (as determined in the final judgment of
          a court
          of competent jurisdiction).
  12.3.           Exculpatory
          Provisions
  .
  (a)           No
          Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
          or Affiliates shall be (a) liable for any action lawfully taken or omitted
          to be
          taken by any of them under or in connection with this Agreement or any
          other
          Credit Document (except for its or such Person’s own gross negligence or willful
          misconduct, as determined in the final judgment of a court of competent
          jurisdiction, in connection with its duties expressly set forth herein)
          or (b)
          responsible in any manner to any of the Lenders or any participant for
          any
          recitals, statements, representations or warranties made by any of US Holdings,
          the Borrower, any other Guarantor, any other Credit Party or any officer
          thereof
          contained in this Agreement or any other Credit Document or in any certificate,
          report, statement or other document referred to or provided for in, or
          received
          by such Agent under or in connection with, this Agreement or any other
          Credit
          Document or for the value, validity, effectiveness, genuineness, enforceability
          or sufficiency of this Agreement or any other Credit Document, or the perfection
          or priority of any Lien or security interest created or purported to be
          created
          under the Security Documents, or for any failure of US Holdings, the Borrower,
          any other Guarantor or any other Credit Party to perform its obligations
          hereunder or thereunder.  No Agent shall be under any obligation to
          any Lender to ascertain or to inquire as to the observance or performance
          of any
          of the agreements contained in, or conditions of, this Agreement or any
          other
          Credit Document, or to inspect the properties, books or records of any
          Credit
          Party or any Affiliate thereof.  The Collateral Agent shall not be
          under any obligation to the Administrative Agent, the Posting Agent, any
          Lender
          or any Letter of Credit Issuer to ascertain or to inquire as to the observance
          or performance of any of the agreements contained in, or conditions of,
          this
          Agreement or any other Credit Document, or to inspect the properties, books
          or
          records of any Credit Party.
  (b)           Each
          Lender confirms to the Administrative Agent, the Posting Agent, each other
          Lender and each of their respective Related Parties that it (i) possesses
          (individually or through its Related Parties) such knowledge and experience
          in
          financial and business matters that it is capable, without reliance on
          the
          Administrative Agent, the Posting Agent, any other Lender or any of their
          respective Related Parties, of evaluating the merits and risks (including
          tax,
          legal, regulatory, credit, accounting and other financial matters) of (x)
          entering into this Agreement, (y) making Loans, making Posting Advances
          and
          other extensions of credit hereunder and under the other Credit Documents
          and
          (z) in taking or not taking actions hereunder and thereunder, (ii) is
          financially able to bear such risks and (iii) has determined that entering
          into
          this Agreement and making Loans, making Posting Advances and other extensions
          of
          credit hereunder and under the other Credit Documents is suitable and
          appropriate for it.
  (c)           Each
          Lender acknowledges that (i) it is solely responsible for making its own
          independent appraisal and investigation of all risks arising under or in
          connection with this Agreement and the other Credit Documents, (ii) that
          it has,
          independently and without reliance upon the Administrative
   -157-
  Agent,
          the Posting Agent, any other Lender or any of their respective Related
          Parties,
          made its own appraisal and investigation of all risks associated with,
          and its
          own credit analysis and decision to enter into, this Agreement based on
          such
          documents and information, as it has deemed appropriate and (iii) it will,
          independently and without reliance upon the Administrative Agent, the Posting
          Agent, any other Lender or any of their respective Related Parties, continue
          to
          be solely responsible for making its own appraisal and investigation of
          all
          risks arising under or in connection with, and its own credit analysis
          and
          decision to take or not take action under, this Agreement and the other
          Credit
          Documents based on such documents and information as it shall from time
          to time
          deem appropriate, which may include, in each case:
  (i)       the
          financial condition, status and capitalization of the Borrower and each
          other
          Credit Party;
  (ii)                  the
          legality, validity, effectiveness, adequacy or enforceability of this Agreement
          and each other Credit Document and any other agreement, arrangement or
          document
          entered into, made or executed in anticipation of, under or in connection
          with
          any Credit Document;
  (iii)                  determining
          compliance or non-compliance with any condition hereunder to the making
          of a
          Loan or Posting Advance, or the issuance of a Letter of Credit and the
          form and
          substance of all evidence delivered in connection with establishing the
          satisfaction of each such condition;
  (iv)                  the
          adequacy, accuracy and/or completeness of any information delivered by
          the
          Administrative Agent, the Posting Agent, any other Lender or by any of
          their
          respective Related Parties under or in connection with this Agreement or
          any
          other Credit Document, the transactions contemplated hereby and thereby
          or any
          other agreement, arrangement or document entered into, made or executed
          in
          anticipation of, under or in connection with any Credit Document.
  12.4.           Reliance
          by Agents
  .  The
          Administrative Agent, the Posting Agent and the Collateral Agent shall
          be
          entitled to rely, and shall be fully protected in relying, upon any writing,
          resolution, notice, consent, certificate, affidavit, letter, telecopy,
          telex,
          electronic mail, or teletype message, statement, order or other document
          or
          instruction believed by it to be genuine and correct and to have been signed,
          sent or made by the proper Person or Persons and upon advice and statements
          of
          legal counsel (including counsel to US Holdings and/or the Borrower),
          independent accountants and other experts selected by the Administrative
          Agent,
          the Posting Agent or the Collateral Agent.  The Administrative Agent
          and the Posting Agent may deem and treat the Lender specified in the Register
          with respect to any amount owing hereunder as the owner thereof for all
          purposes
          unless a written notice of assignment, negotiation or transfer thereof
          shall
          have been filed with the Administrative Agent and the Posting
          Agent.  The Administrative Agent, the Posting Agent and the Collateral
          Agent shall be fully justified in failing or refusing to take any action
          under
          this Agreement or any other Credit Document unless it shall first receive
          such
          advice or concurrence of the Required Lenders (or the Required Posting
          Lenders,
          as applicable) as it deems appropriate or it shall first be indemnified
          to its
          satisfaction by the Lenders against any and all liability and expense that
          may
          be incurred by it by reason of taking or continuing to take any such
          action.  The Administrative Agent, the Posting Agent and the
          Collateral Agent shall in all cases be fully protected in acting, or in
          refraining from acting, under this Agreement and the other Credit Documents
          in
          accordance with a request of the Required Lenders (or the Required Posting
          Lenders, as applicable), and such request and any action taken or failure
          to act
          pursuant thereto shall be binding upon all the Lenders and all future holders
          of
          the Loans and/or Posting Advances; provided that the Administrative
          Agent, the Posting Agent and Collateral Agent shall not be required to
          take any
          action that, in its opinion or in the opinion of its counsel, may expose
          it to
          liability or that is contrary to any Credit Document or Applicable
          Law.  For purposes of determining compliance with the conditions
          specified in Sections 6 and 7 on the Closing
   -158-
  Date,
          each Lender that has signed this Agreement shall be deemed to have consented
          to,
          approved or accepted or to be satisfied with, each document or other matter
          required thereunder to be consented to or approved by or acceptable or
          satisfactory to a Lender unless the Administrative Agent shall have received
          notice from such Lender prior to the proposed Closing Date specifying its
          objection thereto.
  12.5.           Notice
          of Default
  .  Neither
          the Administrative Agent, the Posting Agent nor the Collateral Agent shall
          be
          deemed to have knowledge or notice of the occurrence of any Default or
          Event of
          Default hereunder unless the Administrative Agent, the Posting Agent or
          Collateral Agent, as applicable, has received notice from a Lender, US
          Holdings
          or the Borrower referring to this Agreement, describing such Default or
          Event of
          Default and stating that such notice is a “notice of default”.  In the
          event that the Administrative Agent or the Posting Agent receives such
          a notice,
          it shall give notice thereof to the Lenders, the Administrative Agent,
          the
          Posting Agent and the Collateral Agent.  The Administrative Agent and
          the Posting Agent shall take such action with respect to such Default or
          Event
          of Default as shall be reasonably directed by the Required Lenders (or
          Required
          Posting Lenders, as applicable); provided that unless and until the
          Administrative Agent or the Posting Agent shall have received such directions,
          the Administrative Agent and the Posting Agent may (but shall not be obligated
          to) take such action, or refrain from taking such action, with respect
          to such
          Default or Event of Default as is within its authority to take under this
          Agreement and otherwise as it shall deem advisable in the best interests
          of the
          Lenders except to the extent that this Agreement requires that such action
          be
          taken only with the approval of the Required Lenders (or the Required Posting
          Lenders, as applicable) or each of the Lenders, as applicable.
  12.6.           Non-Reliance
          on Administrative Agent, the Posting Agent, Collateral Agent and Other
          Lenders
  .  Each
          Lender expressly acknowledges that neither the Administrative Agent, the
          Posting
          Agent nor the Collateral Agent nor any of their respective officers, directors,
          employees, agents, attorneys-in-fact or Affiliates has made any representations
          or warranties to it and that no act by the Administrative Agent, the Posting
          Agent or Collateral Agent hereinafter taken, including any review of the
          affairs
          of US Holdings, the Borrower, any other Guarantor or any other Credit Party,
          shall be deemed to constitute any representation or warranty by the
          Administrative Agent, the Posting Agent or Collateral Agent to any Lender
          or the
          Letter of Credit Issuer.  Each Lender and the Letter of Credit Issuer
          represents to the Administrative Agent, the Posting Agent and the Collateral
          Agent that it has, independently and without reliance upon the Administrative
          Agent, Collateral Agent, the Posting Agent or any other Lender, and based
          on
          such documents and information as it has deemed appropriate, made its own
          appraisal of and investigation into the business, operations, property,
          financial and other condition and creditworthiness of US Holdings, the
          Borrower,
          each other Guarantor and each other Credit Party and made its own decision
          to
          make its Loans and/or Posting Advances hereunder and enter into this
          Agreement.  Each Lender also represents that it will, independently
          and without reliance upon the Administrative Agent, Collateral Agent, the
          Posting Agent 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
          analysis, appraisals and decisions in taking or not taking action under
          this
          Agreement and the other Credit Documents, and to make such investigation
          as it
          deems necessary to inform itself as to the business, operations, property,
          financial and other condition and creditworthiness of US Holdings, the
          Borrower,
          each other Guarantor and each other Credit Party.  Except for notices,
          reports and other documents expressly required to be furnished to the Lenders
          by
          the Administrative Agent or the Posting Agent hereunder, neither the
          Administrative Agent, the Posting Agent nor the Collateral Agent shall
          have any
          duty or responsibility to provide any Lender with any credit or other
          information concerning the business, assets, operations, properties, financial
          condition, prospects or creditworthiness of US Holdings, the Borrower,
          any other
          Guarantor or any other Credit Party that may come into the possession of
          the
          Administrative Agent, the Posting Agent or Collateral Agent any of their
          respective officers, directors, employees, agents, attorneys-in-fact or
          Affiliates.
   -159-
  
  12.7.           Indemnification
  .  The
          Lenders agree to indemnify each Agent, each in its capacity as such (to
          the
          extent not reimbursed by the Credit Parties and without limiting the obligation
          of the Credit Parties to do so), ratably according to their respective
          portions
          of the Total Credit Exposure in effect on the date on which indemnification
          is
          sought (or, if indemnification is sought after the date upon which the
          Commitments shall have terminated and the Loans and Posting Advances shall
          have
          been paid in full, ratably in accordance with their respective portions
          of the
          Total Credit Exposure in effect immediately prior to such date), from and
          against any and all liabilities, obligations, losses, damages, penalties,
          actions, judgments, suits, costs, expenses or disbursements of any kind
          whatsoever that may at any time occur (including at any time following
          the
          payment of the Loans and the Posting Advances) be imposed on, incurred
          by or
          asserted against such Agent in any way relating to or arising out of the
          Commitments, this Agreement, any of the other Credit Documents or any documents
          contemplated by or referred to herein or therein or the transactions
          contemplated hereby or thereby or any action taken or omitted by such Agent
          under or in connection with any of the foregoing **(SUBJECT TO THE PROVISO
          BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN  PART, OUT
          OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED
          PARTY)**; provided that no Lender shall be liable to any Agent for
          the payment of any portion of such liabilities, obligations, losses, damages,
          penalties, actions, judgments, suits, costs, expenses or disbursements
          resulting
          from such Agent’s gross negligence or willful misconduct as determined by a
          final judgment of a court of competent jurisdiction; provided,
further, that no action taken in accordance with the directions
          of the
          Required Lenders (or such other number or percentage of the Lenders as
          shall be
          required by the Credit Documents) shall be deemed to constitute gross negligence
          or willful misconduct for purposes of this
Section 12.7.  In the case of any investigation,
          litigation or proceeding giving rise to any liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or disbursements
          of any kind whatsoever that may at any time occur, be imposed upon, incurred
          by
          or asserted against the Administrative Agent, the Posting Agent or the
          Collateral Agent in any way relating to or arising out of the Commitments,
          this
          Agreement, any of the other Credit Documents or any documents contemplated
          by or
          referred to herein or therein or the transactions contemplated hereby or
          thereby
          or any action taken or omitted by such Agent under or in connection with
          any of
          the foregoing (including at any time following the payment of the Loans
          and
          Posting Advances), this Section 12.7 applies whether any such
          investigation, litigation or proceeding is brought by any Lender or any
          other
          Person.  Without limitation of the foregoing, each Lender shall
          reimburse such Agent upon demand for its ratable share of any costs or
          out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in
          connection with the preparation, execution, delivery, administration,
          modification, amendment or enforcement (whether through negotiations, legal
          proceedings or otherwise) of, or legal advice rendered in respect of rights
          or
          responsibilities under, this Agreement, any other Credit Document, or any
          document contemplated by or referred to herein, to the extent that such
          Agent is
          not reimbursed for such expenses by or on behalf of the Borrower;
provided that such reimbursement by the Lenders shall not affect the
          Borrower’s continuing reimbursement obligations with respect
          thereto.  If any indemnity furnished to any Agent for any purpose
          shall, in the opinion of such Agent, be insufficient or become impaired,
          such
          Agent may call for additional indemnity and cease, or not commence, to
          do the
          acts indemnified against until such additional indemnity is furnished;
          provided in no event shall this sentence require any Lender to indemnify
          any Agent against any liability, obligation, loss, damage, penalty, action,
          judgment, suit, cost, expense or disbursement in excess of such Lender’s *pro
          rata* portion thereof; and providedfurther, this sentence
          shall not be deemed to require any Lender to indemnify any Agent against
          any
          liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
          expense or disbursement resulting from such Agent’s gross negligence or willful
          misconduct (as determined by a final judgment of court of competent
          jurisdiction).  The agreements in this Section 12.7 shall
          survive the payment of the Loans, the Posting Advances and all other amounts
          payable hereunder.
   -160-
  
  12.8.           Agents
          in its Individual Capacities
  .  Each
          Agent and its Affiliates may make loans to, accept deposits from and generally
          engage in any kind of business with US Holdings, the Borrower, any other
          Guarantor, and any other Credit Party as though such Agent were not an
          Agent
          hereunder and under the other Credit Documents.  With respect to the
          Loans or Posting Advances made by it, each Agent shall have the same rights
          and
          powers under this Agreement and the other Credit Documents as any Lender
          and may
          exercise the same as though it were not an Agent, and the terms “Lender” and
“Lenders” shall include each Agent in its individual capacity.
  12.9.           Successor
          Agents
  .  (b)
          Each of the Administrative Agent and Collateral Agent may resign at any
          time by
          notifying the other Agent, the Lenders, the Letter of Credit Issuers and
          the
          Borrower.  Upon receipt of any such notice of resignation, the
          Required Lenders shall have the right, subject to the consent of the Borrower
          (not to be unreasonably withheld or delayed), to appoint a successor, which
          shall be a bank with an office in the United States, or an Affiliate of
          any such
          bank with an office in the United States.  If no such successor shall
          have been so appointed by the Required Lenders and shall have accepted
          such
          appointment within 30 days after the retiring Agent gives notice of its
          resignation, then the retiring Agent may on behalf of the Lenders and the
          Letter
          of Credit Issuers, appoint a successor Agent meeting the qualifications
          set
          forth above; provided that if such Agent shall notify the Borrower and
          the Lenders that no qualifying person has accepted such appointment, then
          such
          resignation shall nonetheless become effective in accordance with such
          notice
          and (x) the retiring Agent shall be discharged from its duties and obligations
          hereunder and under the other Credit Documents (except that in the case
          of any
          collateral security held by the Collateral Agent on behalf of the Secured
          Parties under any of the Credit Documents, the retiring Collateral Agent
          shall
          continue to hold such collateral security until such time as a successor
          Collateral Agent is appointed) and (y) all payments, communications and
          determinations provided to be made by, to or through such Agent shall instead
          be
          made by or to each Lender and the Letter of Credit Issuer directly, until
          such
          time as the Required Lenders with (except after the occurrence and during
          the
          continuation of a Default or Event of Default) the consent of the Borrower
          (not
          to be unreasonably withheld) appoint successor Agents as provided for above
          in
          this paragraph.  Upon the acceptance of a successor’s appointment as
          the Administrative Agent or Collateral Agent, as the case may be, hereunder,
          and
          upon the execution and filing or recording of such financing statements,
          or
          amendments thereto, and such amendments or supplements to the Mortgages,
          and
          such other instruments or notices, as may be necessary or desirable, or
          as the
          Required Lenders may request, in order to continue the perfection of the
          Liens
          granted or purported to be granted by the Security Documents, such successor
          shall succeed to and become vested with all of the rights, powers, privileges
          and duties of the retiring (or retired) Agent, and the retiring Agent shall
          be
          discharged from all of its duties and obligations hereunder or under the
          other
          Credit Documents (if not already discharged therefrom as provided above
          in this
          Section).  The fees payable by the Borrower (following the
          effectiveness of such appointment) to such Agent shall be the same as those
          payable to its predecessor unless otherwise agreed between the Borrower
          and such
          successor.  After the retiring Agent’s resignation hereunder and under
          the other Credit Documents, the provisions of this Section 12 (including
12.7) and Section 13.5 shall continue in effect for the benefit of
          such retiring Agent, its sub-agents and their respective Related Parties
          in
          respect of any actions taken or omitted to be taken by any of them while
          the
          retiring Agent was acting as an Agent.
  (b)           Without
          limitation to Section 3.6(a) or 13.9, any resignation by Citibank,
          N.A. as Administrative Agent pursuant to this Section 12.9 shall also
          constitute its resignation as a Letter of Credit Issuer and Swingline
          Lender.  Upon the acceptance of a successor’s appointment as
          Administrative Agent hereunder, (a) such successor shall succeed to and
          become vested with all of the rights, powers, privileges and duties of
          the
          retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring
          Letter of Credit Issuer and Swingline Lender shall be discharged from all
          of
          their respective duties and obligations hereunder or under the other Credit
          Documents, and (c) the successor Letter of Credit Issuer shall issue
          letters of credit in substitution for the Letters of Credit, if any, outstanding
          at the time of such succession
   -161-
  or
          make other arrangements satisfactory to the retiring Letter of Credit Issuer
          to
          effectively assume the obligations of the retiring Letter of Credit Issuer
          with
          respect to such Letters of Credit.
  (c)           The
          Posting Agent may resign at any time by giving 30 days’ prior written notice to
          the Posting Lenders and the Borrower.  Upon any such resignation, the
          Required Posting Lenders shall have the right to appoint a successor Posting
          Agent acceptable to the Borrower.  If no successor shall have been so
          appointed by the Required Posting Lenders and shall have accepted such
          appointments within 30 days after the Posting Agent gives notice of its
          resignation, then the Posting Agent may, on behalf of the Posting Lenders,
          appoint a successor Posting Agent, having a combined capital and surplus
          of at
          least $500,000,000 or an Affiliate of any such bank and in any case, the
          Posting
          Agent’s resignation shall become effective on the 30th day after such notice
          of
          resignation.  If neither the Required Posting Lenders nor the Posting
          Agent shall have appointed a successor Posting Agent within 30 days of
          the date
          of such notice of resignation, the Required Posting Lenders shall be deemed
          to
          succeed to and become vested with all the rights, powers, privileges and
          duties
          of the retiring Posting Agent until such time as the Required Posting Lenders
          appoint a successor Posting Agent in accordance with this paragraph and
          such
          successor Posting Agent accepts such appointment.  Upon the acceptance
          of any appointment as Posting Agent hereunder by a successor bank (or the
          Required Posting Lenders have been deemed to succeed the retiring Posting
          Agent
          pursuant to the immediately preceding sentence), such successor shall succeed
          to
          and become vested with all the rights, powers, privileges and duties of
          the
          retiring Posting Agent and the Posting Agent shall be discharged from its
          duties
          and obligations hereunder.  After the Posting Agent’s resignation
          hereunder, the provisions of this paragraph and Sections 12.7, 13.5 and
          14.11
          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 Posting
          Agent.  The Posting Calculation Agent and the Posting Lenders agree
          that unless the Borrower otherwise consents in writing, the Posting Calculation
          Agent may not resign as the Posting Calculation Agent.
  12.10.                      Withholding
          Tax
  .  To
          the extent required by any Applicable Law, the Administrative Agent (or,
          with
          respect to the Posting Facility, the Posting Agent) may withhold from any
          interest payment to any Lender an amount equivalent to any applicable
          withholding tax.  If the Internal Revenue Service or any authority of
          the United States or other jurisdiction asserts a claim that the Administrative
          Agent (or, with respect to the Posting Facility, the Posting Agent) did
          not
          properly withhold tax from amounts paid to or for the account of any Lender
          (because the appropriate form was not delivered, was not properly executed,
          or
          because such Lender failed to notify the Administrative Agent or (or, with
          respect to the Posting Facility, the Posting Agent) of a change in circumstances
          that rendered the exemption from, or reduction of, withholding tax ineffective,
          or for any other reason), such Lender shall indemnify the Administrative
          Agent
          (or, with respect to the Posting Facility, the Posting Agent) (to the extent
          that the Administrative Agent (or, with respect to the Posting Facility,
          the
          Posting Agent) has not already been reimbursed by the Borrower (solely
          to the
          extent required by this Agreement) and without limiting the obligation
          of the
          Borrower to do so) fully for all amounts paid, directly or indirectly,
          by the
          Administrative Agent (or, with respect to the Posting Facility, the Posting
          Agent) as tax or otherwise, including penalties and interest, together
          with all
          expenses incurred, including legal expenses, allocated staff costs and
          any out
          of pocket expenses.
  12.11.                      Trust
          Indenture Act
  .  In
          the event that Citibank, N.A. or any of its Affiliates shall be or become
          an
          indenture trustee under the Trust Indenture Act of 1939 (as amended, the
          “**Trust Indenture Act**”) in respect of any securities issued or
          guaranteed by any Credit Party, and agree that any payment or property
          received
          in satisfaction of or in respect of any Obligation of such Credit Party
          hereunder or under any other Credit Document by or on behalf of Citibank,
          N.A.,
          in its capacity as the Administrative Agent or the Collateral Agent for
          the
          benefit of any Lender or Secured Party under any Credit Document (other
          than
          Citibank, N.A. or an Affiliate of Citibank, N.A.) and which is applied
          in
          accordance with
   -162-
  the
          Credit Documents shall be deemed to be exempt from the requirements of
          Section
          311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust
          Indenture Act.
  12.12.                      Intercreditor
          Agreement
  .  The
          Collateral Agent is hereby authorized to enter into the Intercreditor Agreement,
          and the parties hereto acknowledge that the Intercreditor Agreement is
          binding
          upon them.  Each Lender (a) hereby agrees that it will be bound by and
          will take no actions contrary to the provisions of the Intercreditor Agreement
          and (b) hereby authorizes and instructs the Collateral Agent to enter into
          the
          Intercreditor Agreement and to subject the Liens on the Collateral securing
          the
          Obligations to the provisions thereof.  In addition, each Lender
          hereby authorizes the Collateral Agent to enter into (i) any amendments
          to the
          Intercreditor Agreement and (ii) any other intercreditor arrangements,
          in the
          case of clauses (i) and (ii) to the extent required to give effect
          to the establishment of intercreditor rights and privileges as contemplated
          and
          required by Section 10.2 of this Agreement.
  12.13.                      Security
          Documents and Guarantee
  .  iv) Agents
          under Security Documents and Guarantee.  Each Secured Party hereby
          further authorizes the Administrative Agent or Collateral Agent, as applicable,
          on behalf of and for the benefit of the Secured Parties, to be the agent
          for and
          representative of the Secured Parties with respect to the Collateral and
          the
          Security Documents.  Subject to Section 13.1, without further
          written consent or authorization from any Secured Party, the Administrative
          Agent or Collateral Agent, as applicable, may execute any documents or
          instruments necessary to in connection with a sale or disposition of assets
          permitted by this Agreement, (i) release any Lien encumbering any item of
          Collateral that is the subject of such sale or other disposition of assets,
          or
          with respect to which Required Lenders (or such other Lenders as may be
          required
          to give such consent under Section 13.1) have otherwise consented or (ii)
          release any Guarantor from the Guarantee, or with respect to which Required
          Lenders (or such other Lenders as may be required to give such consent
          under
Section 13.1) have otherwise consented.
  (b)           Right
          to Realize on Collateral and Enforce Guarantee.  Anything
          contained in any of the Credit Documents to the contrary notwithstanding,
          US
          Holdings, the Borrower, the Agents and each Secured Party hereby agree
          that (i)
          no Secured Party shall have any right individually to realize upon any
          of the
          Collateral or to enforce the Guarantee, it being understood and agreed
          that all
          powers, rights and remedies hereunder may be exercised solely by the
          Administrative Agent, on behalf of the Lenders in accordance with the terms
          hereof and all powers, rights and remedies under the Security Documents
          and
          Guarantee may be exercised solely by the Collateral Agent, on behalf of
          the
          Secured Parties, and (ii) in the event of a foreclosure by the Collateral
          Agent
          on any of the Collateral pursuant to a public or private sale or other
          disposition, the Collateral Agent or any Secured Party may be the purchaser
          or
          licensor of any or all of such Collateral at any such sale or other disposition
          and the Collateral Agent, as agent for and representative of the Secured
          Parties
          (but not any Lender or Lenders in its or their respective individual capacities
          unless Required Lenders shall otherwise agree in writing) shall be entitled,
          for
          the purpose of bidding and making settlement or payment of the purchase
          price
          for all or any portion of the Collateral sold at any such public sale,
          to use
          and apply any of the Obligations as a credit on account of the purchase
          price
          for any collateral payable by the Collateral Agent at such sale or other
          disposition.
  SECTION
          13.                                Miscellaneous
  .
  13.1.           Amendments,
          Waivers and Releases
  .  Neither
          this Agreement nor any other Credit Document, nor any terms hereof or thereof,
          may be amended, supplemented or modified except in accordance with the
          provisions of this Section 13.1.  The Required Lenders may, or,
          with the written consent of the Required Lenders, the Administrative Agent
          and/or the Collateral Agent may, from time to time, (a) enter into with the
          relevant Credit Party or Credit Parties written amendments, supplements
          or
          modifications hereto and to the other Credit Documents for the purpose
          of adding
          any provisions to this
   -163-
  Agreement
          or the other Credit Documents or changing in any manner the rights of the
          Lenders or of the Credit Parties hereunder or thereunder or (b) waive in
          writing, on such terms and conditions as the Required Lenders or the
          Administrative Agent and/or Collateral Agent, as the case may be, may specify
          in
          such instrument, any of the requirements of this Agreement or the other
          Credit
          Documents or any Default or Event of Default and its consequences;
provided, however, that (i) to the extent that any such
          amendment, supplement, modification or waiver relates specifically to the
          terms
          or provisions of the Posting Facility (including Schedule 1.1(e)) and
          does not affect the Security Documents or otherwise alter any other terms
          or
          provisions of this Agreement, such amendment, supplement, modification
          or waiver
          shall require the action or consent only of the Required Posting Lenders
          rather
          than the Required Lenders and (ii) each such waiver and each such
          amendment, supplement or modification shall be effective only in the specific
          instance and for the specific purpose for which given; and provided,
further, that no such waiver and no such amendment, supplement
          or
          modification shall
  (i)       forgive
          or reduce any portion of any Loan or Posting Advance or extend the final
          scheduled maturity date of any Loan or Posting Advance or reduce the stated
          rate
          (it being understood that any change to the definition of Consolidated
          Total
          Debt to Consolidated EBITDA Ratio, or Consolidated Secured Debt to Consolidated
          EBITDA Ratio or Consolidated EBITDA to Consolidated Interest Expense or
          in the
          component definitions thereof shall not constitute a reduction in the rate
          and
          only the consent of the Required Lenders shall be necessary to waive any
          obligation of the Borrower to pay interest or principal at the “default rate” or
          amend Section 2.8(d)), or forgive any portion, or extend the date for the
          payment, of any interest or Fee payable hereunder (other than as a result
          of
          waiving the applicability of any post-default increase in interest rates
          (provided that to the extent such post-default interest relates to the
          interest rates applicable under the Posting Facility, the waiver thereof
          shall
          require the consent of the Required Posting Lenders rather than the Required
          Lenders)), or extend the final expiration date of any Lender’s Commitment or
          extend the final expiration date of any Revolving Letter of Credit beyond
          the
          Revolving L/C Maturity Date or extend the final expiration date of any
          Deposit
          Letter of Credit beyond the Deposit L/C Maturity Date, or increase the
          aggregate
          amount of the Commitments of any Lender, or amend or modify any provisions
          of
Section 5.3(a) (with respect to the ratable allocation of any payments
          only) and 13.8(a) and 13.19 or make any Loan, Posting Advance,
          interest, Fee or other amount payable in any currency other than expressly
          provided herein, in each case without the written consent of each Lender
          directly and adversely affected thereby; or
  (ii)                  amend,
          modify or waive any provision of this Section 13.1 or reduce the
          percentages specified in the definition of the term “Required Lenders”,
“Required Revolving Credit Lenders”, “Required Deposit L/C Loan Lenders”,
“Required Initial Term Loan Lenders”, “Required Initial Tranches B-1 Term Loan
          Lenders”, “Required Initial Tranche B-2 Term Loan Lenders, “Required Initial
          Tranche B-3 Term Lenders” or “Required Delayed Draw Term Loan Lenders” or
“Required Posting Lenders”, consent to the assignment or transfer by U.S.
          Holdings or the Borrower of their respective rights and obligations under
          any
          Credit Document to which it is a party (except as permitted pursuant to
          Section 10.3) or alter the order of application set forth in
Section 5.2(c) or in the Intercreditor Agreement, in each case
          without the written consent of each Lender directly and adversely affected
          thereby, or
  (iii)                  amend,
          modify or waive any provision of Section 12 without the written consent
          of the then-current Administrative Agent, Posting Agent and Collateral
          Agent or
          any other former or current Agent to whom Section 12 then applies in a
          manner that directly and adversely affects such Person, or
   -164-
  
  (iv)                  amend,
          modify or waive any provision of Section 3 with respect to any Letter of
          Credit without the written consent of the applicable Letter of Credit Issuer,
          or
  (v)                  amend,
          modify or waive any provisions hereof relating to Swingline Loans without
          the
          written consent of the Swingline Lender, or
  (vi)                  change
          any Revolving Credit Commitment to a Term Loan Commitment, or Change any
          Term
          Loan Commitment to a Revolving Credit Commitment, in each case without
          the prior
          written consent of each Lender directly and adversely affected thereby,
          or
  (vii)                  release
          all or substantially all of the Guarantors under the Guarantee (except
          as
          expressly permitted by the Guarantee or this Agreement) or, subject to
          the
          Intercreditor Agreement, release all or substantially all of the Collateral
          under the Security Documents (except as expressly permitted by the Security
          Documents or this Agreement), in either case without the prior written
          consent
          of each Lender, or
  (viii)                  amend
          Section 2.9 (or any related definitions) so as to permit Interest Period
          intervals greater than six months without regard to availability to Lenders,
          without the written consent of each Lender directly and adversely affected
          thereby, or
  (ix)                  affect
          the rights or duties of, or any Fees or other amounts payable to, any Agent
          under this Agreement or any other Credit Document without the prior written
          consent of such Agent, or
  (x)                  decrease
          the amount or allocation of any mandatory prepayment to be received by
          any
          Initial Term Loan Lender without the written consent of the Required Initial
          Term Loan Lenders, or
  (xi)                  (A)
          decrease the Initial Term Loan Repayment Amount applicable to Initial Tranche
          B-1 Term Loans, extend any scheduled Initial Term Loan Repayment Date applicable
          to Initial Tranche B-1 Term Loans, except as set forth in Section 5.1(a)
          or Section 5.2(c), decrease the amount or allocation of any mandatory
          prepayment to be received by any Initial Tranche B-1 Term Loan Lender in
          a
          manner disproportionately adverse to the interests of the Initial Tranche
          B-1
          Term Loan Lenders in relation to the Initial Term Loan Lenders of any other
          Class of Initial Term Loans, in each case without the written consent of
          the
          Required Initial Tranche B-1 Term Loan Lenders, (B) decrease the Initial
          Term
          Loan Repayment Amount applicable to Initial Tranche B-2 Term Loans, extend
          any
          scheduled Initial Term Loan Repayment Date applicable to Initial Tranche
          B-2
          Term Loans, except as set forth in Section 5.1(a) or Section
          5.2(c), decrease the amount or allocation of any mandatory prepayment or
          any
          prepayment premium to be received by any Initial Tranche B-2 Term Loan
          Lender in
          a manner disproportionately adverse to the interests of the Initial Tranche
          B-2
          Term Loan Lenders in relation to the Initial Term Loan Lenders of any other
          Class of Initial Term Loans, in each case without the written consent of
          the
          Required Initial Tranche B-2 Term Loan Lenders or (C) decrease the Initial
          Term
          Loan Repayment Amount applicable to Initial Tranche B-3 Term Loans, extend
          any
          scheduled Initial Term Loan Repayment Date applicable to Initial Tranche
          B-3
          Term Loans, except as set forth in Section 5.1(a) or Section
          5.2(c), decrease the amount or allocation of any mandatory
          prepayment  or any prepayment premium to be received by any Initial
          Tranche B-3 Term Loan Lender in a manner disproportionately adverse to
          the
          interests of the Initial Tranche B-3 Term Loan Lenders in relation to the
          Initial Term Loan Lenders of any other Class of Initial Term Loans, in
          each case
          without the written consent of the Required Initial Tranche B-3 Term Loan
          Lenders,
   -165-
  
  (xii)                  decrease
          any Delayed Draw Term Loan Repayment Amount, extend any scheduled Delayed
          Draw
          Term Loan Repayment Date or decrease the amount or allocation of any mandatory
          prepayment to be received by any Lender with a Delayed Draw Term Loan Commitment
          or an outstanding Delayed Draw Term Loan, in each case without the written
          consent of the Required Delayed Draw Term Loan Lenders,
  (xiii)                  amend
          any provision in Section 5.1(b) (or any related definition) or Section
          5.2(a)(i)(B) in any manner adverse to the Initial Tranche B-3 Term Loan
          Lenders without the written consent of each Initial Tranche B-3 Term Loan
          Lender,
  (xiv)                  amend
          any provision in Section 5.1(c)in any manner adverse to the Initial
          Tranche B-2 Term Loan Lenders without the written consent of each Initial
          Tranche B-2 Term Loan Lender; or
  (xv)                  amend,
          modify or waive any provision of the Posting Facility Fee Letter without
          the
          written consent of the Posting Lead Arranger and the Borrower.
  Any
          such waiver and any such amendment, supplement or modification shall apply
          equally to each of the affected Lenders and shall be binding upon US Holdings,
          the Borrower, the applicable Credit Parties, such Lenders, the Administrative
          Agent, the Posting Agent and all future holders of the affected Loans or
          Posting
          Advances.
  In
          the case of any waiver, US Holdings, the Borrower, the applicable Credit
          Parties, the Lenders, the Administrative Agent and the Posting Agent shall
          be
          restored to their former positions and rights hereunder and under the other
          Credit Documents, and any Default or Event of Default waived shall be deemed
          to
          be cured and not continuing, it being understood that no such waiver shall
          extend to any subsequent or other Default or Event of Default or impair
          any
          right consequent thereon.  In connection with the foregoing
          provisions, the Administrative Agent and, if applicable, the Posting Agent
          may,
          but shall have no obligations to, with the concurrence of any Lender, execute
          amendments, modifications, waivers or consents on behalf of such
          Lender.
  Notwithstanding
          anything to the contrary herein, no Defaulting Lender shall have any right
          to
          approve or disapprove any amendment, modification, supplement, waiver or
          consent
          hereunder, except that the Commitment of such Lender may not be increased
          or
          extended without the consent of such Lender (it being understood that any
          Commitments, Loans or Posting Advances held or deemed held by any Defaulting
          Lender shall be excluded for a vote of the Lenders hereunder requiring
          any
          consent of the Lenders, except as expressly provided for by this
          Agreement).
  Notwithstanding
          the foregoing, in addition to any credit extensions and related Incremental
          Amendment(s) effectuated without the consent of Lenders in accordance with
          Section 2.14, this Agreement may be amended (or amended and
          restated) with the written consent of the Required Lenders, the Administrative
          Agent, the Posting Agent, US Holdings and the Borrower (a) to add one or
          more
          additional credit facilities to this Agreement and to permit the extensions
          of
          credit from time to time outstanding thereunder and the accrued interest
          and
          fees in respect thereof to share ratably in the benefits of this Agreement
          and
          the other Credit Documents with the Loans, Posting Advances and Commitments
          and
          the accrued interest and Fees in respect thereof and (b) to include
          appropriately the Lenders holding such credit facilities in any determination
          of
          the Required Lenders and other definitions related to such new Loans, Posting
          Advances and Commitments.
  In
          addition, notwithstanding the foregoing, this Agreement may be amended
          with the
          written consent of the Administrative Agent, US Holdings, the Borrower
          and the
          Lenders providing the
   -166-
  relevant
          Replacement Term Loans (as defined below) to permit the refinancing of
          all
          outstanding Term Loans, or all Initial Term Loans, Delayed Draw Term Loans
          or
          Incremental Term Loans of a given tranche (“**Refinanced Term
          Loans**”) with a replacement term loan tranche (“**Replacement Term
          Loans**”) hereunder; provided that (a) the aggregate principal
          amount of such Replacement Term Loans shall not exceed the aggregate principal
          amount of such Refinanced Term Loans, (b) the Applicable ABR Margin and
          Applicable LIBOR Margin for such Replacement Term Loans shall not be higher
          than
          the Applicable ABR Margin and Applicable LIBOR Margin for such Refinanced
          Term
          Loans immediately prior to such refinancing, (c) the weighted average life
          to
          maturity of such Replacement Term Loans shall not be shorter than the weighted
          average life to maturity of such Refinanced Term Loans at the time of such
          refinancing and (d) all other terms applicable to such Replacement Term
          Loans
          shall be substantially identical to, or less favorable to the Lenders providing
          such Replacement Term Loans than those applicable to such Refinanced Term
          Loans,
          except to the extent necessary to provide for covenants and other terms
          applicable to any period after the latest final maturity of the Term Loans
          in
          effect immediately prior to such refinancing.
  In
          addition, notwithstanding the foregoing, this Agreement may be amended
          with the
          written consent of the Administrative Agent, US Holdings, the Borrower
          and the
          Lenders providing the relevant Replacement Deposit L/C Loans (as defined
          below)
          to permit the refinancing of all outstanding Deposit L/C Loans
          (“**Refinanced Deposit L/C Loans**”) with a replacement term loan
          tranche (“**Replacement Deposit L/C Loans**”) hereunder;
provided that (a) the aggregate principal amount of such
          Replacement
          Deposit L/C Loans shall not exceed the aggregate principal amount of such
          Refinanced Deposit L/C Loans, (b) the Applicable ABR Margin and Applicable
          LIBOR
          Margin for such Replacement Deposit L/C Loans shall not be higher than
          the
          Applicable ABR Margin and Applicable LIBOR Margin for such Refinanced Deposit
          L/C Loans immediately prior to such refinancing, (c) the weighted average
          life
          to maturity of such Replacement Deposit L/C Loans shall not be shorter
          than the
          weighted average life to maturity of such Refinanced Deposit L/C Loans
          at the
          time of such refinancing (except to the extent of nominal amortization
          for
          periods where amortization has been eliminated as a result of prepayment
          of the
          applicable Deposit L/C Loans) and (d) all other terms applicable to such
          Replacement Deposit L/C Loans shall be substantially identical to, or less
          favorable to the Lenders providing such Replacement Deposit L/C Loans than
          those
          applicable to such Refinanced Deposit L/C Loans, except to the extent necessary
          to provide for covenants and other terms applicable to any period after
          the
          latest final maturity of the Deposit L/C Loans in effect immediately prior
          to
          such refinancing.
  In
          addition notwithstanding the foregoing, this Agreement and the other Credit
          Documents may be amended with the written consent of the Administrative
          Agent,
          US Holdings, the Borrower, the Deposit Letter of Credit Issuers and the
          Lenders
          providing the relevant Replacement Facility (as defined below) to permit
          the
          replacement of all outstanding Deposit L/C Loans (“**Replaced Deposit L/C
          Loans**”) with a replacement revolving credit loan facility (the sole
          purpose of which would be to support the issuance of letters of credit),
          an
          off-balance sheet synthetic letter of credit facility or another facility
          designed to provide the Borrower with access to letters of credit
          (“**Replacement Facility**”) hereunder; provided that (a)
          the aggregate amount of such Replacement Facility shall not exceed the
          aggregate
          principal amount of such Replaced Deposit L/C Loans, (b) the Applicable
          ABR
          Margin and Applicable LIBOR Margin for such Replacement Facility shall
          not be
          higher than the Applicable ABR Margin and Applicable LIBOR Margin for such
          Replaced Deposit L/C Loans immediately prior to such refinancing and (c)
          all
          other terms applicable to such Replacement Facility shall be substantially
          identical to, or less favorable to the Lenders providing such Replacement
          Facility than those applicable to the Replaced Deposit L/C Loans or the
          Revolving Credit Facility.
  In
          addition, notwithstanding the foregoing, the Administrative Agent, US Holdings,
          the Borrower and the Deposit Letter of Credit Issuers may amend Section
          2.8(j), Section 3.9 and the related
   -167-
  definitions
          without the consent of any Lender so long as such amendments do not adversely
          affect the Lenders.
  The
          Lenders hereby irrevocably agree that the Liens granted to the Collateral
          Agent
          by the Credit Parties on any Collateral shall be automatically released,
          subject
          to the Intercreditor Agreement, (i) in full, upon the termination of this
          Agreement and the payment of all Obligations hereunder (except for Hedging
          Obligations in respect of any Secured Hedging Agreement and/or any Secured
          Commodity Hedging Agreement, Cash Management Obligations in respect of
          Secured
          Cash Management Agreements and contingent indemnification obligations in
          respect
          of which a claim has not yet been made), (ii) upon the sale or other
          disposition of such Collateral (including as part of or in connection with
          any
          other sale or other disposition permitted hereunder) to any Person other
          than
          another Credit Party, to the extent such sale or other disposition is made
          in
          compliance with the terms of this Agreement (and the Collateral Agent may
          rely
          conclusively on a certificate to that effect provided to it by any Credit
          Party
          upon its reasonable request without further inquiry), (iii) to the extent
          such Collateral is comprised of property leased to a Credit Party, upon
          termination (in accordance with the terms of this Agreement) or expiration
          of
          such lease, (iv) if the release of such Lien is approved, authorized or
          ratified
          in writing by the Required Lenders (or such other percentage of the Lenders
          whose consent may be required in accordance with this Section 13.1),
          (v) to the extent the property constituting such Collateral is owned by any
          Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from
          its
          obligations under the Guarantee (in accordance with the following sentence)
          and
          (vi) as required to effect any sale or other disposition of Collateral in
          connection with any exercise of remedies of the Collateral Agent pursuant
          to the
          Collateral Documents.  Any such release shall not in any manner
          discharge, affect or impair the Obligations or any Liens (other than those
          being
          released) upon (or obligations (other than those being released) of the
          Credit
          Parties in respect of) all interests retained by the Credit Parties, including
          the proceeds of any sale, all of which shall continue to constitute part
          of the
          Collateral except to the extent otherwise released in accordance with the
          provisions of the Credit Documents.  Additionally, the Lenders hereby
          irrevocably agree that the Subsidiary Guarantors shall be released from
          the
          Guarantee upon consummation of any transaction resulting in such Subsidiary
          ceasing to constitute a Restricted Subsidiary.  The Lenders hereby
          authorize the Administrative Agent and the Collateral Agent, as applicable,
          to
          execute and deliver any instruments, documents, and agreements necessary
          or
          desirable to evidence and confirm the release of any Subsidiary Guarantor
          or
          Collateral pursuant to the foregoing provisions of this paragraph, all
          without
          the further consent or joinder of any Lender.
  13.2.           Notices
  .  Unless
          otherwise expressly provided herein, all notices and other communications
          provided for hereunder or under any other Credit Document shall be in writing
          (including by facsimile or other electronic transmission).  All such
          written notices shall be mailed, faxed or delivered to the applicable address,
          facsimile number or electronic mail address, and all notices and other
          communications expressly permitted hereunder to be given by telephone shall
          be
          made to the applicable telephone number, as follows:
  (a)           if
          to US Holdings, the Borrower, the Administrative Agent, the Posting Agent,
          the
          Posting Calculation Agent, the Collateral Agent, the Revolving Letter of
          Credit
          Issuer, the Deposit Letter of Credit Issuer or the Swingline Lender, to
          the
          address, facsimile number, electronic mail address or telephone number
          specified
          for such Person on Schedule 13.2 or to such other address, facsimile
          number, electronic mail address or telephone number as shall be designated
          by
          such party in a notice to the other parties; and
  (b)           if
          to any other Lender, to the address, facsimile number, electronic mail
          address
          or telephone number specified in its Administrative Questionnaire or to
          such
          other address, facsimile number, electronic mail address or telephone number
          as
          shall be designated by such party in a notice to
   -168-
  US
          Holdings, the Borrower, the Administrative Agent, the Posting Agent, the
          Collateral Agent, the Revolving Letter of Credit Issuer, the Deposit Letter
          of
          Credit Issuer and the Swingline Lender.
  All
          such notices and other communications shall be deemed to be given or made
          upon
          the earlier to occur of (i) actual receipt by the relevant party hereto
          and (ii)
          (A) if delivered by hand or by courier, when signed for by or on behalf
          of the
          relevant party hereto; (B) if delivered by mail, three Business Days after
          deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
          sent
          and receipt has been confirmed by telephone; and (D) if delivered by electronic
          mail, when delivered; provided that notices and other communications to
          the Administrative Agent, the Posting Agent or the Lenders pursuant to
          Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not
          be effective until received.
  13.3.           No
          Waiver; Cumulative Remedies
  .  No
          failure to exercise and no delay in exercising, on the part of the
          Administrative Agent, the Posting Agent, the Collateral Agent or any Lender,
          any
          right, remedy, power or privilege hereunder or under the other Credit Documents
          shall operate as a waiver thereof, nor shall any single or partial exercise
          of
          any right, remedy, power or privilege hereunder preclude any other or further
          exercise thereof or the exercise of any other right, remedy, power or
          privilege.  The rights, remedies, powers and privileges herein
          provided are cumulative and not exclusive of any rights, remedies, powers
          and
          privileges provided by law.
  13.4.           Survival
          of Representations and Warranties
  .  All
          representations and warranties made hereunder, in the other Credit Documents
          and
          in any document, certificate or statement delivered pursuant hereto or
          in
          connection herewith shall survive the execution and delivery of this Agreement
          and the making of the Loans or Posting Advances hereunder.
  13.5.           Payment
          of Expenses; Indemnification
  .  The
          Borrower agrees (a) to pay or reimburse the Agents and the Letter of Credit
          Issuers for all their reasonable and documented out-of-pocket costs and
          expenses
          incurred in connection with the development, preparation and execution
          and
          delivery of, and any amendment, supplement or modification to, this Agreement
          and the other Credit Documents and any other documents prepared in connection
          herewith or therewith, and the consummation and administration of the
          transactions contemplated hereby and thereby, including the reasonable
          and
          documented fees, disbursements and other charges of Cahill Gordon & Reindel
          llp, Haynes and Boone, LLP, and Morrison & Foerster LLP and one counsel in
          each relevant local jurisdiction, (b) to pay or reimburse each Agent and
          the
          Letter of Credit Issuers for all their respective reasonable and documented
          out-of-pocket costs and expenses incurred in connection with the enforcement
          or
          preservation of any rights under this Agreement, the other Credit Documents
          and
          any such other documents, including the reasonable and documented fees,
          disbursements and other charges of one firm of counsel, and, if necessary,
          one
          firm of regulatory counsel and/or one firm of local counsel in each appropriate
          jurisdiction, in each case to the Agents and the Letter of Credit Issuers
          (and,
          in the case of an actual or perceived conflict of interest where the Person
          affected by such conflict informs the Borrower of such conflict and thereafter,
          after receipt of the consent of the Borrower (which consent shall not be
          unreasonably withheld or delayed), retains its own counsel, of another
          firm of
          counsel for such affected Person), (c) to pay, indemnify, and hold harmless
          each
          Lender, the Letter of Credit Issuers and each Agent from, any and all recording
          and filing fees and (d) to pay, indemnify, and hold harmless each Lender,
          the
          Letter of Credit Issuers and each Agent and their respective Affiliates,
          directors, officers, partners, employees and agents from and against any
          and all
          other liabilities, obligations, losses, damages, penalties, claims, demands,
          actions, judgments, suits, costs, expenses or disbursements of any kind
          or
          nature whatsoever, including reasonable and documented fees, disbursements
          and
          other charges of one firm of primary counsel and, if necessary, one firm
          of
          regulatory counsel and/or one firm of local counsel in each
          appropriate  jurisdiction, in each case, to all indemnified Persons
          (and, in the case of an actual or perceived conflict of interest where
          the
          Person affected by such conflict informs the Borrower of such conflict
          and
          thereafter, after receipt of the consent of
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  the
          Borrower (which consent shall not be unreasonably withheld or delayed),
          retains
          its own counsel, of another firm of counsel for such affected Person),
          related
          to the Transactions (including the Merger) or, with respect to the execution,
          delivery, enforcement, performance and administration of this Agreement,
          the
          other Credit Documents and any such other documents, including, any of
          the
          foregoing relating to the violation of, noncompliance with or liability
          under,
          any Environmental Law (other than by such indemnified person or any of
          its
          Related Parties (other than trustees and advisors)) or to any actual or
          alleged
          presence, release or threatened release into the environment of Hazardous
          Materials attributable to the operations of US Holdings, the Borrower,
          any of
          the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this
clause (d), collectively, the “**indemnified liabilities**”)
**(SUBJECT TO THE PROVISO BELOW, WHETHER
          OR NOT CAUSED BY OR ARISING IN
          WHOLE OR IN  PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE
          ORDINARY NEGLIGENCE OF THE INDEMNIFIED PARTY)**; provided that the
          Borrower shall have no obligation hereunder to any Agent, any Letter of
          Credit
          Issuer or any Lender or any of their respective Related Parties with respect
          to
          indemnified liabilities to the extent it has been determined by a final
          non-appealable judgment of a court of competent jurisdiction to have resulted
          from (A) the gross negligence, bad faith or willful misconduct of such
          Indemnified Party or any of its Related Parties (other than trustees and
          advisors), (B) a breach of the obligations of such Indemnified Party or
          any of
          its Related Parties (other than trustees and advisors) under the Credit
          Documents or (C) disputes not involving an act or omission of US Holdings,
          the
          Borrower or any other Credit Party or any of their respective Affiliates
          and
          that is brought by an Indemnified Party against any other Indemnified
          Party.  All amounts payable under this Section 13.5 shall be
          paid within ten Business Days of receipt by the Borrower of an invoice
          relating
          thereto setting forth such expense in reasonable detail.  The
          agreements in this Section 13.5 shall survive repayment of the Loans,
          Posting Advances and all other amounts payable hereunder.
  No
          Credit Party nor any Indemnified Party shall have any liability for any
          special,
          punitive, indirect or consequential damages resulting from this Agreement
          or any
          other Credit Document or arising out of its activities in connection herewith
          or
          therewith (whether before or after the Closing Date) (except, in the case
          of the
          Borrower’s obligation hereunder to indemnify and hold harmless the Indemnified
          Parties, to the extent any Indemnified Party is found liable for special,
          punitive, indirect or consequential damages to a third
          party).  No Indemnified Party shall be liable for any damages arising
          from the use by unintended recipients of any information or other materials
          distributed by it through telecommunications, electronic or other information
          transmission systems in connection with this Agreement or the other Credit
          Documents or the transactions contemplated hereby or thereby, except to
          the
          extent that such damages have resulted from the willful misconduct, bad
          faith or
          gross negligence of any Indemnified Party or any of its Related Parties
          (as
          determined by a final non-appealable judgment of a court of competent
          jurisdiction).
  13.6.           Successors
          and Assigns; Participations and Assignments
  .
  (a)           The
          provisions of this Agreement shall be binding upon and inure to the benefit
          of
          the parties hereto and their respective successors and assigns permitted
          hereby
          (including any Affiliate of a Letter of Credit Issuer that issues any Letter
          of
          Credit), except that (i) except as expressly permitted by Section
          10.3, neither US Holdings nor the Borrower may assign or otherwise transfer
          any of its rights or obligations hereunder without the prior written consent
          of
          the Administrative Agent, the Posting Agent and each Lender (and any attempted
          assignment or transfer by US Holdings or the Borrower without such consent
          shall
          be null and void) and (ii) no Lender may assign or otherwise transfer its
          rights
          or obligations hereunder except in accordance with this Section
          13.6.  Nothing in this Agreement, expressed or implied, shall be
          construed to confer upon any Person (other than the parties hereto, their
          respective successors and assigns permitted hereby (including any Affiliate
          of a
          Letter of Credit Issuer that issues any Letter of Credit), Participants
          (to the
          extent provided in clause (c) of this Section 13.6), to the extent
          expressly con
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  templated
          hereby, the Related Parties of each of the Administrative Agent, the Posting
          Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders
          and
          each other Person entitled to indemnification under Section 13.5 and, to
          the extent expressly contemplated by Section 13.20, the Oncor
          Subsidiaries) any legal or equitable right, remedy or claim under or by
          reason
          of this Agreement.
  (b)           (1)  Subject
          to the conditions set forth in clause (b)(ii) below, any Lender may at
          any time assign to one or more assignees all or a portion of its rights
          and
          obligations under this Agreement (including all or a portion of its Commitments,
          Posting Advances and the Loans (including participations in Revolving L/C
          Obligations or Swingline Loans) at the time owing to it) with the prior
          written
          consent (such consent not be unreasonably withheld or delayed; it being
          understood that, without limitation, the Borrower shall have the right
          to
          withhold or delay its consent to any assignment if in order for such assignment
          to comply with Applicable Law, the Borrower would be required to obtain
          the
          consent of, or make any filing or registration with, any Governmental Authority
          and, in the case of any assignment under the Posting Facility, the Assignee
          shall have, at the date of assignment, a corporate credit rating of less
          than A-
          from S&P) of:
  (A)           the
          Borrower (which consent shall not be unreasonably withheld or delayed);
          provided that no consent of the Borrower shall be required for an
          assignment (1) to a Lender, an Affiliate of a Lender (provided, that, in
          the case of such an assignment to an Affiliate by any Posting Lender, the
          assignee Affiliate shall have the same or greater credit rating as the
          assignor,
          unless such assignor shall have benefited from a guarantee or other credit
          support, in which case (x) such assignee Affiliate shall have the same
          or
          greater credit rating as such guarantor or credit support party or (y)
          such
          guarantee or other credit support shall continue in effect with respect
          to the
          obligations and liabilities of such assignee Affiliate) or an Approved
          Fund or
          (2) if an Event of Default under Section 11.1 or Section 11.5 has
          occurred and is continuing with respect to the Borrower, any other assignee;
          and
  (B)           other
          than in the case of the Posting Facility, the Administrative Agent (which
          consent shall not be unreasonably withheld or delayed), and in the case
          of
          Revolving Credit Commitments or Revolving Credit Loans, the Swingline Lender
          or
          the applicable Revolving Letter of Credit Issuer; provided that no
          consent of the Administrative Agent shall be required for any assignment
          of any
          Term Loan, Deposit L/C Loan, Incremental Deposit L/C Loan to a Lender,
          an
          Affiliate of a Lender or an Approved Fund.
  (C)           in
          the case of the Posting Facility, the Posting Agent (which consent shall
          not be
          unreasonably withheld or delayed); provided that no consent of the Posting
          Agent
          shall be required for any assignment of any Posting Advance or Posting
          Commitment to a Lender, an Affiliate of a Lender or an Approved
          Fund.
  Notwithstanding
          the foregoing, no such assignment shall be made to a natural
          person.
  (ii)                  Assignments
          shall be subject to the following additional conditions:
  (A)           except
          (i) in the case of an assignment to a Lender, an Affiliate of a Lender
          or an
          Approved Fund or an assignment of the entire remaining amount of the assigning
          Lender’s Commitment, Posting Advances or Loans of any Class, (ii) an
          assignment to a Federal Reserve Bank or (iii) in connection with the initial
          syndication of the Commitments, Loans or Posting Advances, the amount of
          the
          Commitment, Posting Advances or Loans of the assigning Lender subject to
          each
          such assignment (determined as of the date the Assignment and Acceptance
          with
          respect to such assignment is delivered to the Administrative Agent or
          the
          Posting Agent, as applicable), shall not be less than, in the case of Loans
          and
          Commitments other than under the Post
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  ing
          Facility, $5,000,000 and increments of $1,000,000 in excess thereof and,
          in the
          case of Posting Commitments, 0.05% of the Posting Commitments or, if the
          amount
          of the Posting Commitment of the assigning Lender is less than 0.05% of
          the
          Posting Commitments, the aggregate amount of such Lender’s Posting Commitment
          (provided that any assignment of a Posting Commitment shall be of a constant,
          and not a varying percentage of all the assigning Lender’s rights and
          obligations under this Agreement) unless each of the Borrower and the
          Administrative Agent, other than in connection with the Posting Facility,
          and
          the Posting Agent, in connection with the Posting Facility, in each case
          otherwise consents (which consents shall not be unreasonably withheld or
          delayed); provided that no such consent of the Borrower shall be required
          if an Event of Default under Section 11.1 or Section 11.5 has
          occurred and is continuing with respect to US Holdings or the Borrower;
          provided, further, that contemporaneous assignments to a single
          assignee made by Affiliates of Lenders and related Approved Funds shall
          be
          aggregated for purposes of meeting the minimum assignment amount requirements
          stated above;
  (B)           each
          partial assignment shall be made as an assignment of a proportionate part of all
          the assigning Lender’s rights and obligations under this Agreement;
provided that this clause shall not be construed to prohibit the
          assignment of a proportionate part of all the assigning Lender’s rights and
          obligations in respect of one Class of Commitments, Posting Advances or
          Loans;
  (C)           The
          parties to each assignment shall execute and deliver to the Administrative
          Agent
          an Assignment and Acceptance, together with a processing and recordation
          fee in
          the amount of $3,500; provided that the Administrative Agent or the
          Posting Agent, as applicable. may, in its sole discretion, elect to waive
          such
          processing and recordation fee in the case of any assignment; and
  (D)           the
          assignee, if it shall not be a Lender, shall deliver to the Administrative
          Agent
          or the Posting Agent, as applicable, an administrative questionnaire in
          a form
          approved by the Administrative Agent (the “**Administrative
          Questionnaire**”).
  (iii)           Subject
          to acceptance and recording thereof pursuant to clause (b)(iv) of
          this Section 13.6, from and after the effective date specified in each
          Assignment and Acceptance, 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 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 of the 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, 2.11, 3.5, 5.4 and
13.5).  Any assignment or transfer by a
          Lender of rights or
          obligations under this Agreement that does not comply with this
Section 13.6 shall be treated for purposes of this Agreement as a
          sale by such Lender of a participation in such rights and obligations in
          accordance with clause (c) of this Section 13.6.
  (iv)           The
          Administrative Agent, acting for this purpose as an agent of the Borrower,
          shall
          maintain at the Administrative Agent’s Office 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 Commitments of, and principal amount
          of the
          Loans, Posting Advances and any payment made by any Letter of Credit Issuer
          under any Letter of Credit owing to, each Lender pursuant to the terms
          hereof
          from time to time (the “**Register**”).  Further, each
          Register shall contain the name and address of the Administrative Agent
          and the
          lending office through which each such Person acts under this
          Agreement.  The entries in the Register shall be conclusive, and the
          Borrower, the Administrative Agent, the Posting Agent, the Collat
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  eral
          Agent, the Letter of Credit Issuers and the Lenders shall treat each Person
          whose name is recorded in the Register pursuant to the terms hereof as
          a Lender
          hereunder for all purposes of this Agreement, notwithstanding notice to
          the
          contrary.  The Register shall be available for inspection by US
          Holdings, the Borrower, the Collateral Agent, the Posting Agent, the Letter
          of
          Credit Issuers and any Lender, at any reasonable time and from time to
          time upon
          reasonable prior notice.
  (v)           Upon
          its receipt of a duly completed Assignment and Acceptance executed by an
          assigning Lender and an assignee, the assignee’s completed Administrative
          Questionnaire (unless the assignee shall already be a Lender hereunder),
          the
          processing and recordation fee referred to in clause (b) of this
Section 13.6 (unless waived) and any written consent to such assignment
          required by clause (b) of this Section 13.6, the Administrative
          Agent shall accept such Assignment and Acceptance and record the information
          contained therein in the Register.
  (c)           (2)
          Any Lender may, without the consent of US Holdings, the Borrower, the
          Administrative Agent, the Posting Agent, any Letter of Credit Issuer or
          the
          Swingline Lender, sell participations to one or more banks or other entities
          (each, a “**Participant**”) in all or a portion of such Lender’s
          rights and obligations under this Agreement (including all or a portion
          of its
          Commitments, Posting Advances and the Loans owing to it); provided that
          (A) such Lender’s obligations under this Agreement shall remain unchanged, (B)
          such Lender shall remain solely responsible to the other parties hereto
          for the
          performance of such obligations and (C) US Holdings, the Borrower, the
          Administrative Agent, the Posting Agent, the Letter of Credit Issuers and
          the
          other Lenders shall continue to deal solely and directly with such Lender
          in
          connection with such Lender’s rights and obligations under this
          Agreement.  Any agreement or instrument pursuant to which a Lender
          sells such a participation shall provide that such Lender shall retain
          the sole
          right to enforce this Agreement and to approve any amendment, modification
          or
          waiver of any provision of this Agreement or any other Credit Document;
          provided that such agreement or instrument may provide that such Lender
          will not, without the consent of the Participant, agree to any consent,
          amendment, modification, supplement or waiver described in clauses (i) or
(vii) of the second proviso of the first paragraph of Section 13.1
          that affects such Participant.  Subject to clause (c)(ii)
          of this Section 13.6, the Borrower agrees that each Participant shall be
          entitled to the benefits of Sections 2.10, 2.11 and 5.4 to
          the same extent as if it were a Lender, and provided that such Participant
          agrees to be subject to the requirements of those Sections as though it
          were a
          Lender and had acquired its interest by assignment pursuant to clause (b)
          of this Section 13.6  To the extent permitted by Applicable
          Law, each Participant also shall be entitled to the benefits of
Section 13.8(b) as though it were a Lender; provided such
          Participant agrees to be subject to Section 13.8(a) as though it were a
          Lender.
  (ii)           A
          Participant shall not be entitled to receive any greater payment under
          Section 2.10, 2.11, or 5.4 than the applicable Lender would
          have been entitled to receive with respect to the participation sold to
          such
          Participant, unless the sale of the participation to such Participant is
          made
          with the Borrower’s prior written consent (which consent shall not be
          unreasonably withheld or delayed).
  (iii)           Each
          Lender that sells a participation shall, acting for this purpose as an
          agent of
          the Borrower, maintain a register on which it enters the name and address
          of
          each participant and the principal amounts of each participant’s interest in the
          Loans or Posting Advances (or other rights or obligations) held by it (the
          “**Participant Register**”).  The entries in the
          Participant Register shall be conclusive, and such lender shall treat each
          Person whose  name is recorded in the Participant Register as the
          owner of such Loan, Posting Advance or other obligation hereunder as the
          owner
          thereof for all purposes of this Agreement notwithstanding any notice to
          the
          contrary.  Any such Participant Register shall be available for
          inspection by the Administrative Agent, the Posting Agent and the Borrower
          at
          any reasonable time and from time to time upon reasonable prior
          notice.
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  (d)           Any
          Lender may, without the consent of US Holdings, the Borrower, the Administrative
          Agent or the Posting Agent, at any time pledge or assign a security interest
          in
          all or any portion of its rights under this Agreement to secure obligations
          of
          such Lender, including any pledge or assignment to secure obligations to
          a
          Federal Reserve Bank, and this Section 13.6 shall not apply to any such
          pledge or assignment of a security interest; provided that no such pledge
          or assignment of a security interest shall release a Lender from any of
          its
          obligations hereunder or substitute any such pledgee or assignee for such
          Lender
          as a party hereto.  In order to facilitate such pledge or assignment
          or for any other reason, the Borrower hereby agrees that, upon request
          of any
          Lender at any time and from time to time after any Borrower has made its
          initial
          borrowing hereunder, the Borrower shall provide to such Lender, at the
          Borrower’s own expense, a promissory note, substantially in the form of
Exhibit K-1, K-2-A, K-2-B, K-2-C, K-3 or
K-4, evidencing the Revolving
          Credit Loans and Swingline Loans, Initial
          Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans, Initial Tranche
          B-3 Term
          Loans, Delayed Draw Term Loans and Deposit L/C Loans, respectively, owing
          to
          such Lender.
  (e)           Subject
          to Section 13.16, the Borrower authorizes each Lender to disclose to any
          Participant, secured creditor of such Lender or assignee (each, a
“**Transferee**”), any prospective Transferee and any prospective
          direct or indirect contractual counterparties to any swap or derivative
          transactions to be entered into in connection with or relating to Loans
          or
          Posting Advances made hereunder any and all financial information in such
          Lender’s possession concerning the Borrower and its Affiliates that has been
          delivered to such Lender by or on behalf of the Borrower and its Affiliates
          pursuant to this Agreement or that has been delivered to such Lender by
          or on
          behalf of the Borrower and its Affiliates in connection with such Lender’s
          credit evaluation of the Borrower and its Affiliates prior to becoming
          a party
          to this Agreement.
  (f)           The
          words “execution,” “signed,” “signature,” and words of like import in any
          Assignment and Acceptance shall be deemed to include electronic signatures
          or
          the keeping of records in electronic form, each of which shall be of the
          same
          legal effect, validity or enforceability as a manually executed signature
          or the
          use of a paper-based recordkeeping system, as the case may be, to the extent
          and
          as provided for in any applicable law, including the Federal Electronic
          Signatures in Global and National Commerce Act, the New York State Electronic
          Signatures and Records Act, or any other similar state laws based on the
          Uniform
          Electronic Transactions Act.
  (g)           SPV
          Lender.  Notwithstanding anything to the contrary contained
          herein, any Lender (a “**Granting Lender**”) may grant to a special
          purpose funding vehicle (a “**SPV**”), identified as such in
          writing from time to time by the Granting Lender to the Administrative
          Agent and
          the Borrower, the option to provide to the Borrower all or any part of
          any Loan
          that such Granting Lender would otherwise be obligated to make the Borrower
          pursuant to this Agreement; provided that (i) nothing herein shall
          constitute a commitment by any SPV to make any Loan and (ii) if an SPV
          elects
          not to exercise such option or otherwise fails to provide all or any part
          of
          such Loan, the Granting Lender shall be obligated to make such Loan pursuant
          to
          the terms hereof.  The making of a Loan by an SPV hereunder shall
          utilize the Commitment of the Granting Lender to the same extent, and as
          if,
          such Loan were made by such Granting Lender.  Each party hereto hereby
          agrees that no SPV shall be liable for any indemnity or similar payment
          obligation under this Agreement (all liability for which shall remain with
          the
          Granting Lender).  In furtherance of the foregoing, each party hereto
          hereby agrees (which agreement shall survive the termination of this Agreement)
          that, prior to the date that is one year and one day after the payment
          in full
          of all outstanding commercial paper or other senior indebtedness of any
          SPV, it
          shall not institute against, or join any other person in instituting against,
          such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
          proceedings under the laws of the United States or any State
          thereof.  In addition, notwithstanding anything to the contrary
          contained in this Section 13.6, any SPV may (i) with notice to, but
          without the prior written consent of, the Borrower and the Administrative
          Agent
          and with
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  out
          paying any processing fee therefor, assign all or a portion of its interests
          in
          any Loans to the Granting Lender or to any financial institutions (consented
          to
          by the Borrower and Administrative Agent) providing liquidity and/or credit
          support to or for the account of such SPV to support the funding or maintenance
          of Loans and (ii) disclose on a confidential basis any non-public information
          relating to its Loans to any rating agency, commercial paper dealer or
          provider
          of any surety, guarantee or credit or liquidity enhancement to such
          SPV.  This Section 13.6(g) may not be amended without the
          written consent of the SPV.  Notwithstanding anything to the contrary
          in this Agreement, (x) no SPV shall be entitled to any greater rights under
          Sections 2.10, 2.11, and 5.4 than its Granting Lender would
          have been entitled to absent the use of such SPV and (y) each SPV agrees
          to be
          subject to the requirements of Sections 2.10, 2.11, and 5.4
          as though it were a Lender and has acquired its interest by assignment
          pursuant
          to clause (b) of this Section 13.6.
  13.7.           Replacements
          of Lenders under Certain Circumstances
  .
  (a)           The
          Borrower shall be permitted to replace any Lender that (a) requests
          reimbursement for amounts owing pursuant to Section 2.10, 3.5
          or 5.4, (b) is affected in the manner described in Section
          2.10(a)(iii) and as a result thereof any of the actions described in such
          Section is required to be taken or (c) becomes a Defaulting Lender, with
          a
          replacement bank or other financial institution; provided that (i) such
          replacement does not conflict with any Applicable Law, (ii) no Event of
          Default
          under Section 11.1 or 11.5 shall have occurred and be continuing
          at the time of such replacement, (iii) the Borrower shall repay (or the
          replacement bank or institution shall purchase, at par) all Loans, Posting
          Advances and other amounts (other than any disputed amounts), pursuant
          to
Section 2.10, 2.11, 3.5 or 5.4, as the case may
          be) owing to such replaced Lender prior to the date of replacement, (iv)
          the
          replacement bank or institution, if not already a Lender, and the terms
          and
          conditions of such replacement, shall be reasonably satisfactory to the
          Administrative Agent (or, in the case of any Posting Lender, the Posting
          Agent),
          (v) the replaced Lender shall be obligated to make such replacement in
          accordance with the provisions of Section 13.6 (provided that the
          Borrower shall be obligated to pay the registration and processing fee
          referred
          to therein) and (vi) any such replacement shall not be deemed to be a
          waiver of any rights that the Borrower, the Administrative Agent, the Posting
          Agent or any other Lender shall have against the replaced Lender.
  (b)           If
          any Lender (such Lender, a “**Non-Consenting Lender**”) has failed
          to consent to a proposed amendment, modification, supplement, waiver, discharge
          or termination that pursuant to the terms of Section 13.1 requires the
          consent of all of the Lenders or all Lenders affected and with respect
          to which
          the Required Lenders (or the Required Posting Lenders, as applicable) shall
          have
          granted their consent, then provided no Event of Default then exists, the
          Borrower shall have the right (unless such Non-Consenting Lender grants
          such
          consent) to replace such Non-Consenting Lender by requiring such Non-Consenting
          Lender to assign its Loans, Posting Advances and its Commitments hereunder
          to
          one or more assignees reasonably acceptable to the Administrative Agent
          or, with
          respect to the Posting Facility, the Posting Agent; provided
          that:  (a) all Obligations of the Borrower owing to such
          Non-Consenting Lender being replaced shall be paid in full to such
          Non-Consenting Lender concurrently with such assignment, and (b) the replacement
          Lender shall purchase the foregoing by paying to such Non-Consenting Lender
          a
          price equal to the principal amount thereof plus accrued and unpaid
          interest thereon.  In connection with any such assignment, the
          Borrower, Administrative Agent, the Posting Agent, such Non-Consenting
          Lender
          and the replacement Lender shall otherwise comply with Section
          13.6.
  13.8.           Adjustments;
          Set-off
  .
  (a)           If
          any Lender (a “**benefited Lender**”) shall at any time receive any
          payment of all or part of its Loans or Posting Advances, or interest thereon,
          or
          receive any collateral in respect thereof (whether voluntarily or involuntarily,
          by set-off, pursuant to events or proceedings of the nature
          referred
   -175-
  to
          in Section 11.5, or otherwise), in a greater proportion than any such
          payment to or collateral received by any other Lender, if any, in respect
          of
          such other Lender’s Loans or Posting Advances, or interest thereon, such
          benefited Lender shall purchase for cash from the other Lenders a participating
          interest in such portion of each such other Lender’s Loan or Posting Advance, or
          shall provide such other Lenders with the benefits of any such collateral,
          or
          the proceeds thereof, as shall be necessary to cause such benefited Lender
          to
          share the excess payment or benefits of such collateral or proceeds ratably
          with
          each of the Lenders; provided, however, that if all or any portion
          of such excess payment or benefits is thereafter recovered from such benefited
          Lender, such purchase shall be rescinded, and the purchase price and benefits
          returned, to the extent of such recovery, but without interest.
  (b)           After
          the occurrence and during the continuance of an Event of Default, in addition
          to
          any rights and remedies of the Lenders provided by Applicable Law, each
          Lender
          shall have the right, without prior notice to US Holdings, the Borrower,
          any
          such notice being expressly waived by US Holdings, the Borrower to the
          extent
          permitted by Applicable Law, upon any amount becoming due and payable by
          the
          Borrower hereunder (whether at the stated maturity, by acceleration or
          otherwise) to set-off and appropriate and apply against such amount any
          and all
          deposits (general or special, time or demand, provisional or final), in
          any
          currency, and any other credits, indebtedness or claims, in any currency,
          in
          each case whether direct or indirect, absolute or contingent, matured or
          unmatured, at any time held or owing by such Lender or any branch or agency
          thereof to or for the credit or the account of the Borrower.  Each
          Lender agrees promptly to notify the Borrower and the Administrative Agent
          after
          any such set-off and application made by such Lender; provided that the
          failure to give such notice shall not affect the validity of such set-off
          and
          application.
  13.9.           Counterparts
  .  This
          Agreement may be executed by one or more of the parties to this Agreement
          on any
          number of separate counterparts (including by facsimile or other electronic
          transmission), and all of said counterparts taken together shall be deemed
          to
          constitute one and the same instrument.  A set of the copies of this
          Agreement signed by all the parties shall be lodged with the Borrower and
          the
          Administrative Agent.
  13.10.                      Severability
  .  Any
          provision of this Agreement that is prohibited or unenforceable in any
          jurisdiction shall, as to such jurisdiction, be ineffective to the extent
          of
          such prohibition or unenforceability without invalidating the remaining
          provisions hereof, and any such prohibition or unenforceability in any
          jurisdiction shall not invalidate or render unenforceable such provision
          in any
          other jurisdiction.
  13.11.                      INTEGRATION
  .  THIS
          WRITTEN AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
          OF PARENT, US HOLDINGS, THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE
          AGENT, THE POSTING AGENT, THE LETTER OF CREDIT ISSUERS AND THE LENDERS
          WITH
          RESPECT TO THE SUBJECT MATTER HEREOF, AND (1) THERE ARE NO PROMISES,
          UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY US HOLDINGS, THE BORROWER,
          THE
          ADMINISTRATIVE AGENT, THE POSTING AGENT, THE COLLATERAL AGENT, THE LETTER
          OF
          CREDIT ISSUERS OR ANY LENDER RELATIVE TO SUBJECT MATTER HEREOF NOT EXPRESSLY
          SET
          FORTH OR REFERRED TO HEREIN OR IN THE OTHER CREDIT DOCUMENTS, (2) THIS
          AGREEMENT
          AND THE OTHER CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
          CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES AND (3) THERE
          ARE
          NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES; PROVIDED THAT THE SYNDICATION
          PROVISIONS AND THE BORROWER’S AND PARENT’S CONFIDENTIALITY OBLIGATIONS IN THE
          COMMITMENT LETTER SHALL REMAIN IN FULL FORCE AND EFFECT. IT IS SPECIFICALLY
          AGREED THAT
   -176-
  THE
          PROVISION OF THE CREDIT FACILITIES HEREUNDER BY THE LENDERS SUPERSEDES
          AND IS IN
          SATISFACTION OF THE OBLIGATIONS OF THE AGENTS (AS DEFINED IN THE COMMITMENT
          LETTER) TO PROVIDE THE COMMITMENTS SET FORTH IN EXHIBIT B OF THE COMMITMENT
          LETTER.
  13.12.                      GOVERNING
          LAW
  .  THIS
          AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
          BE
          GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
          OF THE
          STATE OF NEW YORK.
  13.13.                      Submission
          to Jurisdiction; Waivers
  .  Each
          party hereto irrevocably and unconditionally:
  (a)           submits
          for itself and its property in any legal action or proceeding relating
          to this
          Agreement and the other Credit Documents to which it is a party, or for
          recognition and enforcement of any judgment in respect thereof, to the
          non-exclusive general jurisdiction of the courts of the State of New York,
          the
          courts of the United States of America for the Southern District of
          New York and appellate courts from any thereof;
  (b)           consents
          that any such action or proceeding may be brought in such courts and waives
          any
          objection that it may now or hereafter have to the venue of any such action
          or
          proceeding in any such court or that such action or proceeding was brought
          in an
          inconvenient court and agrees not to plead or claim the same;
  (c)           agrees
          that service of process in any such action or proceeding may be effected
          by
          mailing a copy thereof by registered or certified mail (or any substantially
          similar form of mail), postage prepaid, to such Person at its address set
          forth
          on Schedule 13.2 at such other address of which the Administrative Agent
          and the Posting Agent shall have been notified pursuant to
Section 13.2;
  (d)           agrees
          that nothing herein shall affect the right to effect service of process
          in any
          other manner permitted by law or shall limit the right to sue in any other
          jurisdiction;
  (e)           subject
          to the last paragraph of Section 13.5, waives, to the maximum extent not
          prohibited by Applicable Law, any right it may have to claim or recover
          in any
          legal action or proceeding referred to in this Section 13.13 any
          special, exemplary, punitive or consequential damages; and
  (f)           agrees
          that a final judgment in any 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 Applicable Law.
  13.14.                      Acknowledgments
  .  Each
          of US Holdings and the Borrower hereby acknowledges that:
  (a)           it
          has been advised by counsel in the negotiation, execution and delivery
          of this
          Agreement and the other Credit Documents;
  (b)           (i) the
          credit facilities provided for hereunder and any related arranging or other
          services in connection therewith (including in connection with any amendment,
          waiver or other modification hereof or of any other Credit Document) are
          an
          arm’s-length commercial transaction between US Holdings and the Borrower, on
          the
          one hand, and the Administrative Agent, the Posting Agent, the Letter of
          Credit
          Issuer, the Lenders and the other Agents on the other hand, and US Holdings,
          the
          Borrower and the other Credit Parties are capable of evaluating and
          understanding and understand and accept the terms,
   -177-
  risks
          and conditions of the transactions contemplated hereby and by the other
          Credit
          Documents (including any amendment, waiver or other modification hereof
          or
          thereof); (ii) in connection with the process leading to such transaction,
          each
          of the Administrative Agent, the Posting Agent and the other Agents, is
          and has
          been acting solely as a principal and is not the financial advisor, agent
          or
          fiduciary for any of US Holdings, the Borrower, any other Credit Parties
          or any
          of their respective Affiliates, stockholders, creditors or employees or
          any
          other Person; (iii) neither the Administrative Agent, the Posting Agent
          nor any
          other Agent has assumed or will assume an advisory, agency or fiduciary
          responsibility in favor of US Holdings, the Borrower or any other Credit
          Party
          with respect to any of the transactions contemplated hereby or the process
          leading thereto, including with respect to any amendment, waiver or other
          modification hereof or of any other Credit Document (irrespective of whether
          the
          Administrative Agent, the Posting Agent or any other Agent has advised
          or is
          currently advising US Holdings, the Borrower, the other Credit Parties
          or their
          respective Affiliates on other matters) and neither the Administrative
          Agent,
          the Posting Agent or other Agent has any obligation to US Holdings, the
          Borrower, the other Credit Parties or their respective Affiliates with
          respect
          to the transactions contemplated hereby except those obligations expressly
          set
          forth herein and in the other Credit Documents; (iv) the Administrative
          Agent,
          the Posting Agent, each other Agent and each Affiliate of the foregoing
          may be
          engaged in a broad range of transactions that involve interests that differ
          from
          those of US Holdings, the Borrower and their respective Affiliates, and
          neither
          the Administrative Agent, the Posting Agent nor any other Agent has any
          obligation to disclose any of such interests by virtue of any advisory,
          agency
          or fiduciary relationship; and (v) neither the Administrative Agent, the
          Posting
          Agent nor any other Agent has provided and none will provide any legal,
          accounting, regulatory or tax advice with respect to any of the transactions
          contemplated hereby (including any amendment, waiver or other modification
          hereof or of any other Credit Document) and US Holdings and the Borrower
          has
          consulted its own legal, accounting, regulatory and tax advisors to the
          extent
          it has deemed appropriate.  US Holdings and the Borrower agree not to
          claim that the Administrative Agent, the Posting Agent or any other Agent
          has
          rendered advisory services of any nature or respect, or owes a fiduciary
          or
          similar duty to US Holdings, the Borrower or any other Affiliates, in connection
          with the transactions contemplated hereby or the process leading
          hereto.
  (c)           no
          joint venture is created hereby or by the other Credit Documents or otherwise
          exists by virtue of the transactions contemplated hereby among the Lenders
          or
          among US Holdings and the Borrower, on the one hand, and any Lender, on
          the
          other hand.
  13.15.                      WAIVERS
          OF JURY TRIAL
  .  US
          HOLDINGS, THE BORROWER, EACH AGENT AND EACH LENDER HEREBY IRREVOCABLY AND
          UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
          TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM
          THEREIN.
  13.16.                      Confidentiality
  .  The
          Administrative Agent, the Posting Agent, each Letter of Credit Issuer,
          each
          other Agent and each Lender shall hold all non-public information furnished
          by
          or on behalf of US Holdings, the Borrower or any Subsidiary of the Borrower
          in
          connection with such Lender’s evaluation of whether to become a Lender hereunder
          or obtained by such Lender, the Administrative Agent, the Posting Agent,
          Letter
          of Credit Issuer or such other Agent pursuant to the requirements of this
          Agreement (“**Confidential Information**”), confidential in
          accordance with its customary procedure for handling confidential information
          of
          this nature and (in the case of a Lender that is a bank) in accordance
          with safe
          and sound banking practices and in any event may make disclosure as required
          or
          requested by any governmental, regulatory or self-regulatory agency or
          representative thereof or pursuant to legal process or Applicable Law or
          (a) to
          such Lender’s or the Administrative Agent’s or such Posting Agent’s or such
          Letter of Credit Issuer’s or such other Agent’s attorneys, professional
          advisors, independent auditors, trustees or Affiliates, (b) to an investor
          or
          prospective investor in a Securitization that agrees its ac
   -178-
  cess
          to information regarding the Credit Parties, the Loans, Posting Advances
          and the
          Credit Documents is solely for purposes of evaluating an investment in
          a
          Securitization and who agrees to treat such information as confidential,
          (c) to
          a trustee, collateral manager, servicer, backup servicer, noteholder or
          secured
          party in connection with the administration, servicing and reporting on
          the
          assets serving as collateral for a Securitization and who agrees to treat
          such
          information as confidential and (d) to a nationally recognized ratings
          agency
          that requires access to information regarding the Credit Parties, the Loans,
          Posting Advances and Credit Documents in connection with ratings issued
          with
          respect to a Securitization; provided that unless specifically prohibited
          by Applicable Law or court order, each Lender, the Administrative Agent,
          the
          Posting Agent, each Letter of Credit Issuer and each other Agent shall
          use
          commercially reasonable efforts to notify the Borrower of any request made
          to
          such Lender, the Administrative Agent, the Posting Agent, such Letter of
          Credit
          Issuer or such other Agent, as applicable, by any governmental, regulatory
          or
          self-regulatory agency or representative thereof (other than any such request
          in
          connection with a routine examination of such Lender by such governmental
          regulatory or self-regulatory agency) for disclosure of any such non-public
          information prior to disclosure of such information; and provided further
          that in no event shall any Lender, the Administrative Agent, the Posting
          Agent,
          any Letter of Credit Issuer or any other Agent be obligated or required
          to
          return any materials furnished by US Holdings, the Borrower or any Subsidiary
          of
          the Borrower.  Each Lender, the Administrative Agent, the Posting
          Agent, each other Letter of Credit Issuer and each other Agent agrees that
          it
          will not provide to prospective Transferees or to any pledgee referred
          to in
Section 13.6 or to prospective direct or indirect contractual
          counterparties to any swap or derivative transactions to be entered into
          in
          connection with or relating to Loans or Posting Advances made hereunder
          any of
          the Confidential Information unless such Person is advised of and agrees
          to be
          bound by the provisions of this Section 13.16 or confidentiality
          provisions at least as restrictive as those set forth in this
Section 13.16.
  13.17.                      Direct
          Website Communications
  .
  (a)           US
          Holdings and the Borrower may, at their option, provide to the Administrative
          Agent any information, documents and other materials that they are obligated
          to
          furnish to the Administrative Agent pursuant to the Credit Documents, including,
          all notices, requests, financial statements, financial and other reports,
          certificates and other information materials, but excluding any such
          communication that (A) relates to a request for a new, or a conversion
          of an
          existing, Borrowing or other extension of credit (including any election
          of an
          interest rate or Interest Period relating thereto), (B) relates to the
          payment
          of any principal or other amount due under this Agreement prior to the
          scheduled
          date therefor, (C) provides notice of any Default or Event of Default under
          this
          Agreement or (D) is required to be delivered to satisfy any condition precedent
          to the effectiveness of this Agreement and/or any Borrowing or other extension
          of credit thereunder (all such non-excluded communications being referred
          to
          herein collectively as “**Communications**”), by transmitting the
          Communications in an electronic/soft medium in a format reasonably acceptable
          to
          the Administrative Agent at oploanswebadmin@citigroup.com; provided
          that:  (i) upon written request by the Administrative Agent, US
          Holdings or the Borrower shall deliver paper copies of such documents to
          the
          Administrative Agent for further distribution to each Lender until a written
          request to cease delivering paper copies is given by the Administrative
          Agent
          and (ii) US Holdings or the Borrower shall notify (which may be by facsimile
          or
          electronic mail) the Administrative Agent of the posting of any such documents
          and provide to the Administrative Agent by electronic mail electronic versions
          (i.e., soft copies) of such documents.  Each Lender shall be solely
          responsible for timely accessing posted documents or requesting delivery
          of
          paper copies of such documents from the Administrative Agent and maintaining
          its
          copies of such documents.  Nothing in this Section 13.17 shall
          prejudice the right of US Holdings, the Borrower, the Administrative Agent,
          any
          other Agent or any Lender to give any notice or other communication pursuant
          to
          any Credit Document in any other manner specified in such Credit
          Document.
   -179-
  
  (b)           The
          Administrative Agent agrees that the receipt of the Communications by the
          Administrative Agent at its e-mail address set forth above shall constitute
          effective delivery of the Communications to the Administrative Agent for
          purposes of the Credit Documents.  Each Lender agrees that notice to
          it (as provided in the next sentence) specifying that the Communications
          have
          been posted to the Platform shall constitute effective delivery of the
          Communications to such Lender for purposes of the Credit
          Documents.  Each Lender agrees (A) to notify the Administrative Agent
          in writing (including by electronic communication) from time to time of
          such
          Lender’s e-mail address to which the foregoing notice may be sent by electronic
          transmission and (B) that the foregoing notice may be sent to such e-mail
          address.
  (c)           US
          Holdings and the Borrower further agree that the Agents may make the
          Communications available to the Lenders by posting the Communications on
          Intralinks or a substantially similar electronic transmission system (the
          “**Platform**”), so long as the access to such Platform is limited
          (i) to the Agents, the Letter of Credit Issuers, the Lenders or any bonafide
          potential Transferee and (ii) remains subject the confidentiality requirements
          set forth in Section 13.16.
  (d)           THE
          PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.  THE AGENT PARTIES
          (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
          COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
          LIABILITY
          FOR ERRORS IN OR OMISSIONS FROM THE COMMUNICATIONS.  NO WARRANTY OF
          ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
          THIRD
          PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
          ANY AGENT
          PARTY IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  In no
          event shall any Agent or their Related Parties (collectively, the “**Agent
          Parties**” and each an “**Agent Party**”) have any liability
          to US Holdings, the Borrower, any Lender, any Letter of Credit Issuer or
          any
          other Person for losses, claims, damages, liabilities or expenses of any
          kind
          (whether in tort, contract or otherwise) arising out of US Holdings’, the
          Borrower’s or any Agent’s transmission of Communications through the internet,
          except to the extent the liability of any Agent Party resulted from such
          Agent
          Party’s (or any of its Related Parties’ (other than trustees or advisors)) gross
          negligence, bad faith or willful misconduct or material breach of the Credit
          Documents (as determined in a final non-appealable judgment of a court
          of
          competent jurisdiction).
  (e)           The
          Borrower and each Lender acknowledge that certain of the Lenders may be
          “public-side” Lenders (Lenders that do not wish to receive material non-public
          information with respect to US Holdings, the Borrower, the Subsidiaries
          of the
          Borrower or their securities) and, if documents or notices required to
          be
          delivered pursuant to the Credit Documents or otherwise are being distributed
          through the Platform, any document or notice that US Holdings or the Borrower
          has indicated contains only publicly available information with respect
          to US
          Holdings, the Borrower and the Subsidiaries of the Borrower and their securities
          may be posted on that portion of the Platform designated for such public-side
          Lenders.  If US Holdings or the Borrower has not indicated whether a
          document or notice delivered contains only publicly available information,
          the
          Administrative Agent shall post such document or notice solely on that
          portion
          of the Platform designated for Lenders who wish to receive material nonpublic
          information with respect to US Holdings, the Borrower, the Subsidiaries
          of the
          Borrower and their securities.  Notwithstanding the foregoing, US
          Holdings and the Borrower shall use commercially reasonable efforts to
          indicate
          whether any document or notice contains only publicly available
          information.
  13.18.                      USA
          PATRIOT Act
  .  Each
          Lender hereby notifies the Borrower that pursuant to the requirements of
          the USA
          Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
          2001)) (the “**Patriot Act**”), it is required to obtain, verify
          and record information that identifies each Credit
   -180-
  Party,
          which information includes the name and address of each Credit Party and
          other
          information that will allow such Lender to identify each Credit Party in
          accordance with the Patriot Act.
  13.19.                      Payments
          Set Aside
  .  To
          the extent that any payment by or on behalf of the Borrower is made to
          any Agent
          or any Lender, or any Agent or any Lender exercises its right of setoff,
          and
          such payment or the proceeds of such setoff or any part thereof is subsequently
          invalidated, declared to be fraudulent or preferential, set aside or required
          (including pursuant to any settlement entered into by such Agent or such
          Lender
          in its discretion) to be repaid to a trustee, receiver or any other party,
          in
          connection with any proceeding or otherwise, then (a) to the extent of
          such
          recovery, the obligation or part thereof originally intended to be satisfied
          shall be revived and continued in full force and effect as if such payment
          had
          not been made or such setoff had not occurred, and (b) each Lender severally
          agrees to pay to the Administrative Agent upon demand its applicable share
          of
          any amount so recovered from or repaid by any Agent, plus interest
          thereon from the date of such demand to the date such payment is made at
          a rate
          per annum equal to the applicable Overnight Rate from time to time in
          effect.
  13.20.                      Separateness
  .  v)
          The Secured Parties hereby acknowledge (i) the legal separateness of US
          Holdings, the Borrower and the Subsidiaries of the Borrower from the Oncor
          Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and
          the
          noteholders under the Existing Oncor Notes and under the transition bonds
          have
          likely advanced funds thereunder in reliance upon the separateness of the
          Oncor
          Subsidiaries from US Holdings, the Borrower and the Subsidiaries of the
          Borrower, (iii) that the Oncor Subsidiaries have assets and liabilities
          that are
          separate from those of US Holdings, the Borrower and the Subsidiaries of
          the
          Borrower, (iv) that the Obligations are obligations and liabilities of
          the
          Borrower and the other Credit Parties only, and are not the obligations
          or
          liabilities of any of the Oncor Subsidiaries, (v) that the Secured Parties
          shall
          look solely to the Borrower and the Guarantors and such Persons’ assets, and not
          to any assets, or to the pledge of any assets, owned by any of the Oncor
          Subsidiaries, for the repayment of any amounts payable pursuant to this
          Agreement and for satisfaction of any other Obligations and (vi) that none
          of
          the Oncor Subsidiaries shall be personally liable to the Secured Parties
          for any
          amounts payable, or any other Obligation, under the Credit
          Documents.
  (b)           The
          Secured Parties hereby acknowledge and agree that the Secured Parties shall
          not
          (i) initiate any legal proceeding to procure the appointment of an
          administrative receiver, or (ii) institute any bankruptcy, reorganization,
          insolvency, winding up, liquidation, or any like proceeding under applicable
          law, against any of the Oncor Subsidiaries, or against any of the Oncor
          Subsidiaries’ assets.  The Secured Parties further acknowledge and
          agree that each of the Oncor Subsidiaries is a third party beneficiary
          of the
          forgoing covenant and shall have the right to specifically enforce such
          covenant
          in any proceeding at law or in equity.
  SECTION
          14.                                Posting
          Facility
  .
  14.1.           [Reserved]
  .
  14.2.           Computation
          of MTM Exposure
  .
  (a)           By
          no later than 9:00 p.m. (New York time) on each Business Day (unless it
          has been
          prevented from doing so due to a technical delay or failure (which shall
          not
          include a delay or failure that could have been reasonably avoided or for
          which
          alternative provision could reasonably have been made) or as a result of
          a
          Market Disruption Event), the Posting Calculation Agent shall determine
          the MTM
          Exposure as of the close of business on such Business Day.  Promptly
          after making such determination, it shall advise the Posting Agent and
          the
          Borrower of that determination in a form substantially similar to Exhibit
          P (each, a “**Daily Notice**”) (which Daily Notice shall be
          provided via email to the addresses of the Borrower and the Posting Agent
          set
          forth on Schedule 13.2).  If a Market Disruption
          Event
   -181-
  has
          occurred, then the Posting Calculation Agent shall, as promptly as reasonably
          practicable, determine the MTM Exposure in accordance with the Disruption
          Fallbacks and any other relevant provisions of the Commodity
          Definitions.  If such determination is prevented due to a technical
          delay or failure described above, the Posting Calculation Agent shall make
          such
          determination as promptly as reasonably practicable after such matter is
          remedied.
  (b)           After
          5:00 p.m. (New York time), on any Business Day, the Posting Calculation
          Agent
          shall endeavor, in a commercially reasonable manner, to estimate (based
          on such
          factors and information as it deems reasonably relevant and are then available
          to it) the MTM Exposure for such Business Day (the “**Estimated MTM
          Exposure**”) and provide the same to the Borrower and the Posting Agent
          (via email to the addresses of the Borrower and the Posting Agent set forth
          on
          Schedule 13.2); provided that (i) the Posting Calculation Agent shall not
          be
          required to provide such Estimated MTM Exposure within any specified time
          period, (ii) the Borrower  acknowledges that the Estimated MTM
          Exposure for any Business Day may differ significantly from the actual
          MTM
          Exposure determined by the Posting Calculation Agent for that Business
          Day
          pursuant to clause (a) above (the “**Actual MTM Exposure**”), (iii)
          that any difference between the Estimated MTM Exposure and the Actual MTM
          Exposure for any Business Day shall in no way limit or diminish the obligations
          of the Borrower, the Posting Agent, the Posting Lenders or the Posting
          Calculation Agent hereunder, which shall be based on the Actual MTM Exposure,
          (iv) the Borrower shall be solely responsible for whether and the extent to
          which it makes use of any Estimated MTM Exposure it receives and shall have no
          claim of any nature against the Posting Calculation Agent, the Posting
          Agent or
          any Lender as a result of or based on its use of such Estimated MTM Exposure
          or
          any difference between the Estimated MTM Exposure and the Actual MTM Exposure
          for any Business Day and (v) that the Posting Calculation Agent shall not
          be
          required, and shall have no obligation, to provide any backup data or other
          information supporting or reconciling any differences between an Estimate
          MTM
          Exposure and an Actual MTM Exposure.
  (c)           Without
          limiting clauses (a) and (b) above, the Borrower acknowledges that
          each Daily Notice and each Estimated MTM Exposure provided by the Posting
          Calculation Agent shall include, and be subject to, the Posting Calculation
          Agent’s standard disclaimer relating to mark-to-market calculations, a copy of
          which is set forth in Exhibit O hereto.
  14.3.           Computation
          of Posting Advance Amounts or Posting Repayment Amounts
  .
  (a)           The
          Posting Calculation Agent shall calculate the MTM Exposure as of the close
          of
          business on the Business Day immediately preceding the Closing Date (the
          “**Closing Date MTM Exposure**”) and shall provide the same to the
          Borrower in writing no later than 9:00 p.m. (New York time) on the day
          preceding
          the Closing Date.  The amount of the Posting Advance to be made on the
          Closing Date shall equal the Closing Date MTM Exposure (the “**Initial
          Posting Advance Amount**”).
  (b)           On
          each Computation Date, the Posting Calculation Agent shall determine the
          amount
          by which the MTM Exposure for that Computation Date is greater than or
          less than
          the Aggregate Posting Advances Outstanding as of that Computation
          Date.  If such MTM Exposure exceeds such Aggregate Posting Advances
          Outstanding, then such excess (rounded up or down to the nearest integral
          multiple of $100,000) shall be the “**Posting Advance Amount**” for
          that Computation Date and the related Posting Advance Date.  If such
          Aggregate Posting Advances Outstanding exceed such MTM Exposure, then such
          excess (rounded up or down to the nearest integral multiple of $100,000)
          shall
          be the “**Posting Repayment Amount**” for that Computation Date and
          the related Posting Repayment Date.
  (c)           By
          no later than 9:00 p.m. (New York time), on each Computation Date (unless
          it has
          been prevented from doing so due to a technical delay or failure (which
          shall
          not include a delay or failure that could have been reasonably avoided
          or for
          which alternative provision could reasonably have
   -182-
  been
          made) or as a result of a Market Disruption Event), the Posting Calculation
          Agent shall notify the Posting Agent and the Borrower of the Posting Advance
          Amount or Posting Repayment Amount (as applicable) for such Computation
          Date,
          which shall be included in, if applicable, the Daily Notice for that date
          (and
          may be provided via email to the addresses of the Borrower and the Posting
          Agent
          set forth on Schedule 13.2).
  (d)           If
          the Daily Notice for any Computation Date specifies a Posting Repayment
          Amount,
          then by no later than 10:00 a.m. (New York time) on the first Business
          Day after
          such Daily Notice has been given, the Borrower may advise the Posting Agent
          that
          it has elected to repay such Posting Repayment Amount on the first Business
          Day
          following such Computation Date and such Posting Repayment Amount shall
          be due
          on such date.
  14.4.           Posting
          Advances Amounts
  .
  (a)           Subject
          to the terms and conditions herein set forth, each Posting Lender, severally,
          and not jointly, agrees to make a Posting Advance in Dollars on the Closing
          Date
          to the Borrower in an amount equal to such Posting Lender’s Posting Percentage
          (based on its Posting Commitment) of the Initial Posting Advance
          Amount.
  (b)           Subject
          to the terms and conditions herein set forth, each Posting Lender, severally,
          and not jointly, agrees to make a Posting Advance in Dollars on each Posting
          Advance Date (other than the Closing Date) to the Borrower in an amount
          equal to
          such Posting Lender’s Posting Percentage of the Posting Advance Amount for that
          Posting Advance Date.
  (c)           No
          later than 2:00 p.m. (New York time) on each Posting Advance Date, each
          Posting Lender will make available its Posting Percentage of each Borrowing
          of
          Posting Advances to be made on such date in the manner provided below;
          provided, further, that on the Closing Date, such funds may be
          made available at such earlier time as may be agreed among the Posting
          Lenders,
          the Borrower and the Posting Agent.
  (d)           Each
          Posting Lender shall make available all amounts it is to make available
          to the
          Borrower under any Borrowing of Posting Advances for its applicable Commitments
          in immediately available funds pursuant to the Payment Instructions (subject
          to
          any alternative Payment Instructions or netting and/or settlement agreements
          as
          in effect from time to time), to the Posting Agent, and the Posting Agent
          will
          apply such amounts in accordance with the Payment
          Instructions.  Unless the Posting Agent shall have been notified by
          any Posting Lender prior to the date of any such Borrowing of such Posting
          Advances that such Lender does not intend to make available to the Posting
          Agent
          such Lender’s portion of the Borrowing of such Posting Advances to be made on
          such date, the Posting Agent may assume that such Lender has made such
          amount
          available to the Posting Agent on such date of such Borrowing, and the
          Posting
          Agent, in reliance upon such assumption, may (in its sole discretion and
          without
          any obligation to do so) make available to the Borrower on such date a
          corresponding amount.  If such corresponding amount is not in fact
          made available to the Posting Agent by such Lender and the Posting Agent
          has
          made available such amount to the Borrower, the Posting Agent shall be
          entitled
          to recover such corresponding amount from such Lender.  If such Lender
          does not pay such corresponding amount forthwith upon the Posting Agent’s demand
          therefor the Posting Agent shall promptly notify the Borrower and the Borrower
          shall immediately pay such corresponding amount to the Posting Agent in
          Dollars.  The Posting Agent shall also be entitled to recover from
          such Lender or the Borrower interest on such corresponding amount in respect
          of
          each day from the date such corresponding amount was made available by
          the
          Posting Agent to the Borrower to the date such corresponding amount is
          recovered
          by the Posting Agent, at a rate per annum equal to (i) if paid by such
          Lender,
          the Overnight Rate or (ii) if paid by the Borrower, the then-applicable
          rate of
          interest or fees, calculated in accordance with Section 2.8, for the respective
          Post
   -183-
  ing
          Advances.  If such Lender shall repay to the Posting Agent such
          corresponding amount, such amount shall constitute such Lender’s portion of such
          Posting Advance for purposes of this Agreement.
  (e)           Nothing
          in this Section 14.4 shall be deemed to relieve any Posting Lender from
          its
          obligation to fulfill its commitments hereunder or to prejudice any rights
          that
          the Borrower may have against any Lender as a result of any default by
          such
          Lender hereunder (it being understood, however, that no Lender shall be
          responsible for the failure of any other Lender to fulfill its commitments
          hereunder).
  (f)           Each
          Posting Advance shall be made by the Posting Lenders pro rata in accordance
          with
          their then-applicable Posting Commitments; provided, however, that
          the failure of any Lender to make any Posting Advance 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 Posting Advance required to be made by such other
          Lender).
  14.5.           Posting
          Repayment Amounts by the Borrower
  .
  (a)           On
          each Posting Repayment Date, the Borrower shall repay to the Posting Agent,
          for
          the benefit of the Posting Lenders an amount equal to the Posting Repayment
          Amount for that Posting Repayment Date; provided, however, that at any
          time that the Posting Lender and the Dealer are not Affiliates, the Borrower
          shall not be required to repay any Posting Repayment Amount to any Posting
          Lender while such Posting Lender is a Defaulting Lender until the earlier
          of (i)
          the 60th day
          following the date such Posting Repayment Amount is due and (ii) two Business
          Days following the date upon which such Posting Lender ceases to be a Defaulting
          Lender.
  (b)           On
          the Posting Facility Maturity Date, the Borrower shall repay to the Lenders
          the
          Aggregate Posting Advances Outstanding.
  14.6.           Payment
          Instructions; Netting and/or Settlement Agreements
  .
  (a)           From
          time to time, the Borrower may establish with the Posting Agent Payment
          Instructions regarding the making of Posting Advances hereunder.  So
          long as any such Payment Instruction remains in effect, the terms thereof
          shall
          supersede any conflicting terms set forth herein.
  (b)           From
          time to time, the Borrower may request that the Posting Agent, on behalf
          of the
          Posting Lenders, enter into netting and/or settlement agreements with the
          Dealer
          in order to facilitate the timely payment of amounts payable to or from
          the
          Lenders hereunder and to or from the Dealer.  So long as any such
          payment netting and/or settlement arrangement remains in effect, the terms
          thereof shall supersede any conflicting terms set forth herein.
  14.7.           Deemed
          Transactions
  .
  (a)           The
          “**Deemed Transactions**” shall consist of a portfolio of
          hypothetical over-the-counter fixed-for-floating swap transactions under
          which
          the Borrower (and its Restricted Subsidiaries) are, on a net volume basis,
          the
“floating price” payor (or has an equivalent position) and which have the net
          volumes and fixed prices and relate to the delivery periods in Columns
          I, II,
          III and IV of Schedule 1.1(e).
  (b)           The
          volumes subject to the Deemed Transactions may, from time to time, be subject
          to
          adjustment as follows:
   -184-
  
  (i)       with
          respect to the monthly volumes referenced in Column III of Schedule
          1.1(e) hereto, the Borrower may:
  (A)           without
          any additional fee, (x) increase the volumes in earlier periods if it
          simultaneously and permanently decreases by the same amount the volumes
          in later
          periods or (y) decrease the volume in any period without increasing the
          volume
          in any other period, and
  (B)           decrease
          volumes in earlier periods and simultaneously and permanently increases
          by the
          same amount the volumes in the later periods; provided that, prior to the
          effectiveness of any such simultaneous decrease in earlier volumes and
          increases
          in later volumes, the Borrower shall have paid to the Posting Lead Arranger
          and
          Bookrunner the Ad Hoc Adjustment Maintenance Fee (as defined in the Posting
          Facility Fee Letter) in respect of such change; and
  (ii)                  with
          respect to the monthly volumes referenced in Column II of Schedule
          1.1(e), the Borrower may reduce such volumes on a pro rata basis across all
          periods, so long as the Borrower pays to the Posting Lead Arranger and
          Bookrunner, the Partial Termination Maintenance Fee (as defined in the
          Posting
          Facility Fee Letter) for the volumes so reduced accrued through the date
          of such
          reduction; provided that, the Borrower may make no more than six volume
          adjustments in any consecutive 12 month period and no more than one volume
          adjustment during any period of 30 consecutive days.
  14.8.           Evidence
          of Indebtedness
  .
  (a)           Each
          Posting Lender shall maintain in accordance with its usual practice an
          account
          or accounts evidencing the Indebtedness to such Lender resulting from each
          Posting Advance 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.
  (b)           The
          Posting Agent shall maintain accounts in which it will record (i) the amount
          and
          date of each Posting Advance made hereunder, (ii) the amount of any principal
          or
          interest due and payable or to become due and payable from the Borrower
          to each
          Posting Lender hereunder and (iii) the amount of any sum received by the
          Posting
          Agent hereunder from the Borrower and each Lender’s share thereof.
  (c)           The
          entries made in the accounts maintained pursuant to clauses (a) and
(b) 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 Posting
          Agent to maintain such accounts or any error therein shall not in any manner
          affect the obligations of the Borrower to repay the Posting Advances Outstanding
          in accordance with their terms.
  14.9.           Termination
          and Reduction of Posting Commitments
  .
  (a)           The
          Posting Commitments shall terminate automatically at 5:00 p.m. (New York
          time)
          on the Posting Facility Maturity Date.
  (b)           Subject
          to clause (c) below, upon at least ten Business Days’ prior irrevocable
          written notice to the Posting Agent, the Borrower may at the end of any
          calendar
          month, in whole permanently terminate the Posting Commitments.  The
          Posting Agent shall advise the Posting Lenders of any notice given pursuant
          to
          this clause (b).
   -185-
  
  (c)           If
          the Posting Commitments terminate in whole prior to December 31, 2012 for
          any
          reason other than as a result of a Lender Default, the Borrower shall pay
          to the
          Posting Lead Arranger and Bookrunner, the Final Termination Maintenance
          Fee (as
          defined in the Posting Facility Fee Letter).
  (d)           The
          Borrower shall pay to the Facility Lead Arranger and Bookrunner on the
          date of
          the termination of the Posting Commitments, any Maintenance Fees accrued
          through
          the date of such termination.
  14.10.                      Pro
          Rata Treatment
  .  Each
          Posting Advance shall be allocated pro rata among the Lenders in accordance
          with
          their respective Posting Commitments (or, if such Posting Commitments shall
          have
          expired or been terminated, in accordance with the respective principal
          amounts
          of their Posting Advances Outstanding).  Each repayment of any Posting
          Advance and each payment of interest on the Posting Advances shall be allocated
          pro rata among the Lenders in accordance with their respective Posting
          Commitments (or, if such Posting Commitments shall have expired or been
          terminated, in accordance with the respective principal amounts of their
          Posting
          Advances Outstanding).  Each Lender agrees that in computing such
          Lender’s portion of any Posting Advance to be made hereunder, the Posting Agent
          may, in its discretion, round each Lender’s percentage of such Posting Advance
          to the next higher or lower whole dollar amount.
  14.11.                      Trading
          Acknowledgment
  .  The
          Borrower hereby acknowledges that, with respect to Goldman Sachs Credit
          Partners
          L.P., (i) one or more of its affiliates (“**Trading Affiliates**”)
          are merchants of crude oil, petroleum products, natural gas, electricity
          and
          other commodities and may, from time to time, be dealing with prospective
          counterparties, or pursuing trading or hedging strategies, in connection
          with
          aspects of such Trading Affiliates’ business that are unrelated to the Posting
          Facility and that such dealings and such trading or hedging strategies
          may be
          different from or opposite to those being pursued by, for, or in connection
          with, the Posting Facility or by or for any Credit Party or such Person’s
          account, (ii) nothing herein or in the Credit Documents shall be construed
          to
          prevent any such Trading Affiliate, or any of its partners, officers, employees
          or affiliates, in any way from purchasing, selling or otherwise trading
          in crude
          oil, petroleum products, natural gas or any other commodity for its or
          their own
          account or for the account of others, whether prior to, simultaneously
          with or
          subsequent to the term of the Posting Facility and (iii) such trading and
          hedging activities may be in conflict with or have an adverse effect on
          the
          trading or hedging activities of a Credit Party or transactions to which
          any
          Credit Party is a party (including transactions that may be referenced
          in the
          Posting Facility).
   -186-
 
 IN
          WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
          this
          Agreement to be duly executed and delivered as of the date first above
          written.
  ENERGY
                    FUTURE COMPETITIVE HOLDINGS COMPANYBy:Name:Title:TEXAS
                    COMPETITIVE ELECTRIC HOLDINGS
                  COMPANY,
                    as the BorrowerBy:Name:Title:CITIBANK,
                    N.A., as Administrative Agent, Collateral Agent, Swingline Lender,
                    Revolving Lender, Letter of Credit Issuer, Deposit Letter of
                    Credit Issuer
                    and a LenderBy:Name:Title:JPMORGAN
                    CHASE BANK, N.A., as a Revolving
                  Letter
                    of Credit Issuer and a LenderBy:Name:Title:GOLDMAN
                    SACHS CREDIT PARTNERS L.P., as Posting Agent and a LenderBy:Name:Title:
 
  -187-
  
 MORGAN
                    STANLEY SENIOR FUNDING, INC., as a LenderBy:Name:Title:[MORGAN
                    STANLEY BANK], as a LenderBy:Name:Title:[LENDER
                    NAMES], as a LenderBy:Name:Title:
 
 
 
  -188-