CONTRIBUTION AND SUBSCRIPTION AGREEMENT

Exhibit 10.1

EXECUTION COPY

CONTRIBUTION AND SUBSCRIPTION AGREEMENT

by and between

ONCOR ELECTRIC DELIVERY COMPANY LLC

and

TEXAS TRANSMISSION INVESTMENT LLC

Dated as of August 12, 2008

TABLE OF CONTENTS

EXHIBITS

          CONTRIBUTION AND SUBSCRIPTION AGREEMENT, dated as of August 12, 2008, by and between Oncor Electric Delivery Company LLC, a Delaware limited liability company (the “ Company ”), and Texas Transmission Investment LLC, a Delaware limited liability company (“ Buyer ”).

W I T N E S S E T H:

          WHEREAS, as of the date hereof Oncor Electric Delivery Holdings Company LLC, a Delaware limited liability company (“ Holdco ”), owns all of the limited liability company interests in the Company, which limited liability company interests, as of the Closing (as defined below), will be represented by units of common equity (the “ LLC Units ”);

          WHEREAS, as of the date hereof, the Company is not regarded as an entity for United States federal income tax purposes;

          WHEREAS, subject to the terms and conditions of this Agreement (as defined below), Buyer desires to contribute cash to the Company in consideration for the issuance by the Company to Buyer of the Buyer Units (as defined below);

          WHEREAS, Buyer’s contribution of cash to the Company will cause the Company to become classified as a partnership for United States federal income tax purposes in a transaction described in Revenue Ruling 99-5, 1999-1 C.B. 434, Situation 2;

          WHEREAS, the cash contributed to the Company by Buyer is expected to be distributed by the Company to EFH (indirectly through Holdco) in a tax-free distribution under sections 731(a) and (b) of the Code that is intended to reimburse EFH for capital expenditures that are described in Treasury Regulations Section 1.707-4(d); and

          WHEREAS, the Company and Buyer desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

          NOW THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Company and Buyer agree as follows:

ARTICLE I

Definitions

          Section 1.1 Specific Definitions . As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

          “ Affiliate ”, as applied to any Person, means any other Person directly or indirectly Controlling, Controlled by or under direct or indirect common Control with such Person. For the purposes of this Agreement, “Affiliates” of Cheyne or any of its Affiliates, in each case in its capacity as an equityholder of Minority Member Parent, shall be deemed only to include GIC and any Person Controlled by GIC or any of its wholly-owned Subsidiaries and “Affiliates” of

GIC shall be deemed only to include any other Person controlled by GIC or any of its wholly-owned Subsidiaries.

          “ Agreement ” shall mean this Contribution and Subscription Agreement and all schedules and Exhibits hereto and the Company Disclosure Letter, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “ Amended and Restated LLC Agreement ” shall mean the Second Amended and Restated Limited Liability Company Agreement of the Company by and between Holdco, Buyer and OMI, to be executed, subject to the terms and conditions hereof, on the Closing Date substantially in the form attached hereto as Exhibit C, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Ancillary Agreements ” shall mean the Investor Rights Agreement, the Registration Rights Agreement, the Amended and Restated LLC Agreement and the Tax Sharing Agreement.

          “ Applicable Date ” shall have the meaning set forth in Section 3.6(a).

          “ Bankruptcy and Equity Exception ” shall have the meaning set forth in Section 3.2.

          “ BPC Penco ” shall mean BPC Penco Corporation.

          “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banks in the City of New York are authorized or obligated by law or executive order to close.

          “ Buyer ” shall have the meaning set forth in the Preamble.

          “ Buyer Percentage ” shall mean (x) 19.97% of the aggregate LLC Units outstanding immediately after the Closing and after giving effect to the Management Subscription less (y) the percentage (which shall not exceed 0.22% (calculated after giving effect to the Closing and the Management Subscription)) of the aggregate LLC Units to be issued on or promptly following the Closing Date to a newly-formed management equity vehicle expected to be named Oncor Management Investment LLC (“ OMI ”) for the benefit of management and employees of the Company and its Subsidiaries pursuant to Section 2.1(c).

          “ Buyer Units ” shall have the meaning set forth in Section 2.1(b).

          “ CFIUS ” shall have the meaning set forth in Section 3.3(a).

          “ Cheyne ” shall mean Cheyne Walk Investment Pte Ltd.

          “ Chosen Courts ” shall have the meaning set forth in Section 8.13.

          “ Closing ” shall have the meaning set forth in Section 2.2.

          “ Closing Date ” shall have the meaning set forth in Section 2.2.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

          “ Collective Bargaining Agreements ” shall mean any written agreement currently in full force and effect between the Company or any of its Subsidiaries and any labor organization or labor union governing wages, hours, and other terms and conditions of employment of employees of any of the Company or any of its Subsidiaries.

          “ Company ” shall have the meaning set forth in the Preamble.

          “ Company Benefit Plan ” shall have the meaning set forth in Section 3.9(a).

          “ Company Disclosure Letter ” shall have the meaning set forth in Article III.

          “ Company ERISA Plan ” shall have the meaning set forth in Section 3.9(b).

          “ Company Reports ” shall have the meaning set forth in Section 3.6(a).

          “ Company U.S. Benefit Plans ” shall have the meaning set forth in Section 3.9(b).

          “ Confidentiality Agreements ” shall mean (i) the Confidentiality Agreement, dated December 21, 2007 between Borealis Infrastructure Management Inc. and EFH, (ii) the Confidentiality Agreement dated January 11, 2008 between GIC Special Investments Pte Ltd and EFH and (iii) any other Confidentiality Agreement between any other direct or indirect investor in Buyer and EFH.

          “ Contract ” shall have the meaning set forth in Section 3.3(b).

          “ Contribution ” shall have the meaning set forth in Section 2.1(a).

          “ Control ” shall mean (including, with correlative meanings, the terms “Controlling” and “Controlled”) the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “ Described Contract ” shall have the meaning set forth in Section 3.17(a).

          “ EFH ” shall mean Energy Future Holdings Corp., a Texas corporation and a Subsidiary of Texas Energy Future Holdings Limited Partnership.

          “ Employee Benefit Plan ” shall have the meaning set forth in Section 3.9(a).

          “ Employees ” shall have the meaning set forth in Section 3.9(a).

          “ Environmental Law ” shall mean any federal, state, local or foreign statute, law, regulation, order, decree, permit, or common law requirement relating to or imposing liability or standards of conduct with respect to: (A) the protection, investigation or restoration of the environment or natural resources, (B) the handling, use, presence, disposal, release or threatened

release of any Hazardous Substance or (C) wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance.

          “ Equity Commitment Letters ” shall have the meaning set forth in Section 4.6(a).

          “ ERISA ” shall have the meaning set forth in Section 3.9(a).

          “ ERISA Affiliate ” shall mean any corporation, trade, business or entity under common control with the Company or any of its Subsidiaries within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA.

          “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          “ FERC ” shall have the meaning set forth in Section 3.3(a).

          “ FERC Approval ” shall mean the approval of the FERC to the transactions contemplated hereby pursuant to Section 203 of the Federal Power Act of 1935, as amended by the Energy Policy Act of 2005.

          “ GAAP ” shall have the meaning set forth in Section 3.6(b).

          “GIC” shall mean Government of Singapore Investment Corporation Pte Ltd.

          “ Governmental Entity ” shall have the meaning set forth in Section 3.3(a).

          “ Hazardous Substance ” shall mean (i) those substances listed in, defined in, or regulated under any Environmental Law, including the following federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, the Clean Water Act, the Safe Drinking Act, the Atomic Energy Act and the Clean Air Act; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) polychlorinated biphenyls, methane, asbestos, and radon; and (iv) any substance, material or waste regulated by any Governmental Entity pursuant to any Environmental Law.

          “ Holdco ” shall have the meaning set forth in the Recitals to this Agreement.

          “ Intellectual Property ” shall mean all (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) inventions and discoveries, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists; (iv) works of authorship (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions

thereof; and (v) all other intellectual property rights in each case to the extent recognized as such under applicable Law.

          “ Investor Rights Agreement ” shall mean the Investor Rights Agreement by and among the Company, Holdco, EFH and Buyer, to be executed, subject to the terms and conditions hereof, on the Closing Date, substantially in the form attached hereto as Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.

          “ IRS ” shall mean the Internal Revenue Service.

          “ Knowledge ”, with respect to Buyer, shall mean the actual knowledge of Steven Zucchet and Stuart Baldwin, and with respect to the Company shall mean the actual knowledge of Bob Shapard, Rob Trimble, David Davis and Don Clevenger, provided that, for greater certainty, in either case, any such Person shall not be required to conduct any independent investigation with respect to the facts or matters specified.

          “ Law ” and “ Laws ” shall have the meaning set forth in Section 3.10.

          “ Licenses ” shall mean all material permits, licenses, grants, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity.

          “ Lien ” shall mean a lien, charge, pledge, security interest, claim or other similar encumbrance.

          “ LLC Units ” shall have the meaning set forth in the Recitals to this Agreement.

          “ Management Subscription ” shall have the meaning set forth in Section 2.1(c).

          “ Material Adverse Effect ” shall mean any effect that, either alone or together with any other effect, is, or would reasonably be expected to be, material and adverse to the condition (financial or otherwise), assets, liabilities (including contingent liabilities), properties, business or results of operations of the Company and its Subsidiaries all taken together as an entirety; provided , however , that any adverse effects arising out of or related to the following items shall be excluded in determining the existence of a Material Adverse Effect:

     (i) changes in interest rates, the economy or financial markets generally in the United States, other than any adverse effects from changes in interest rates that are a result of provisions of Contracts of the Company and its Subsidiaries that result in accelerated payment obligations, violation, breach or a default under such Contracts;

     (ii) factors generally affecting the electric delivery industry, other than such factors that have a materially disproportionate adverse effect on the Company and its Subsidiaries taken as a whole relative to other participants in the electric delivery industry in the State of Texas;

     (iii) changes resulting from the announcement of the transactions contemplated hereby or the identity of the Buyer, including any change in the credit rating of the Company and its Subsidiaries;

     (iv) changes in Law of any Governmental Entity that apply generally to similarly situated Persons, other than such changes that have a materially disproportionate adverse effect on the Company and its Subsidiaries taken as a whole relative to other participants in the electric delivery industry in the State of Texas;

     (v) changes that are the consequence of hostilities, acts of war or terrorist acts, other than such changes that have a materially disproportionate adverse effect on the Company and its Subsidiaries taken as a whole relative to other participants in the electric delivery industry in the State of Texas;

     (vi) changes resulting from weather conditions or customer usage patterns relating to weather;

     (vii) changes as a result of any actions contemplated by this Agreement or by the Ancillary Agreements; and

     (viii) changes in accounting standards, principles or interpretation excluding those changes that cause adverse effects as a result of the use by any of the Company or its Subsidiaries of standards, principles or interpretations that are not utilized in the same manner by at least 20% of other electric delivery companies in the United States with similar business profiles and that are subject to the ongoing disclosure requirements of the Exchange Act or voluntarily file Exchange Act reports with the SEC.

          “ Member ” shall mean a member of the Company as defined in the Amended and Restated LLC Agreement.

          “ Minority Member Parent ” shall have meaning set forth in the Investor Rights Agreement.

          “ Multiemployer Plan ” shall have the meaning set forth in Section 3.9(b).

          “ NLRB ” shall mean the United States National Labor Relations Board.

          “ OAC ” shall mean OMERS Administration Corporation.

          “ OMI ” shall have the meaning set forth in the definition of “Buyer Percentage” in this Section 1.1.

          “ Parties ” shall mean the Company and Buyer as parties hereto.

          “ PBGC ” shall have the meaning set forth in Section 3.9(c).

          “ Pension Plan ” shall have the meaning set forth in Section 3.9(c).

          “ Permitted Liens ” shall mean Liens (A) disclosed in the Company Reports, (B) for Taxes, assessments and other governmental charges not yet due and payable or, if due, not delinquent or being contested in good faith by appropriate proceedings, (C) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like Liens arising or incurred in the ordinary course of business consistent with past practices, (D) with respect to real property, (1) any conditions, including easements, licenses, covenants, rights-of-way and other similar restrictions that may be shown by survey or title report, (2) incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary course of business of the Company and (3) zoning, building and other similar restrictions, and (E) other Liens which would not reasonably be expected to have a Material Adverse Effect.

          “ Person ” shall mean an individual, a general or limited partnership, a joint venture, a corporation (including not-for-profit), a trust, a limited liability company, an association, an unincorporated organization, any other entity or a government or any department or agency thereof.

          “ Purchase Price ” shall have the meaning set forth in Section 2.1(a).

          “ Registration Rights Agreement ” shall mean the registration rights agreement by and among the Company, Holdco and Buyer and (solely for purposes of Section 11 thereof) EFH, to be executed, subject to the terms and conditions hereof, on the Closing Date, substantially in the form attached hereto as Exhibit B, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Related Party Contract ” shall have the meaning set forth in Section 3.17(b).

          “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder.

          “ SEC ” shall mean the Securities and Exchange Commission.

          “ Section 721 ” means Section 721 of the Defense Production Act of 1950, as amended.

          “ Securities Act ” shall mean the Securities Act of 1933, as amended.

          “ Subscription ” shall have the meaning set forth in Section 2.1(b).

          “ Subsidiary ” shall mean, as to any Person, any Person (i) of which such Person directly or indirectly owns, securities or other equity interests representing more than fifty percent (50%) of the aggregate voting power or (ii) of which a Person possesses the right to elect more than fifty percent (50%) of the directors or Persons holding similar positions.

          “ Tax ” shall mean all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with

all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

          “ Tax Returns ” shall mean all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

          “ Tax Sharing Agreement ” means the Amended and Restated Tax Sharing Agreement, by and among the Company, Holdco, EFH, OMI and Buyer, to be executed, subject to the terms and conditions hereof, on the Closing Date, substantially in the form attached hereto as Exhibit D, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Termination Date ” shall have the meaning set forth in Section 7.2.

          “ Third Party Investor ” shall have the meaning set forth in Section 6.2(d).

          Section 1.2 Other Terms . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning indicated throughout this Agreement.

          Section 1.3 Other Definitional Provisions . (a) The words “hereof”, “herein”, “hereby” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (b) The terms defined in the singular shall have comparable meaning when used in the plural, and vice versa.

          (c) The terms “dollars” and “$” shall mean United States Dollars.

          (d) The term “including” shall always mean “including, without limitation” whether or not such additional words appear.

ARTICLE II

Contribution and Subscription

          Section 2.1 Contribution and Subscription . (a) Subject to the terms and conditions set forth herein, at the Closing Buyer shall contribute, or cause to be contributed, to the Company an aggregate amount of cash equal to $6,350,000,000 multiplied by the Buyer Percentage (the “ Purchase Price ”) in consideration for the issuance to Buyer of LLC Units as set forth in Section 2.1(b) (the “ Contribution ”).

          (b) Subject to the terms and conditions set forth herein, at the Closing the Company agrees to issue to Buyer and Buyer agrees to purchase LLC Units representing the Buyer Percentage of the aggregate LLC Units outstanding immediately after the Closing and after giving effect to the Management Subscription (the “ Buyer Units ”) in consideration for the Contribution (the “ Subscription ”).

          (c) At or promptly following the Closing, the Company shall issue LLC Units to OMI representing up to 0.22% of the aggregate LLC Units after giving effect to such issuance to OMI and to the issuance of the Buyer Units to Buyer pursuant to this Agreement, which LLC Units issued to OMI shall be for the benefit of management and other employees of the Company and its Subsidiaries and shall be issued at a price per LLC Unit determined by the board of directors of the Company to be the fair market value of each such LLC Unit issued to OMI (the “ Management Subscription ”), which determination of fair market value may or may not be equivalent to that portion of the Purchase Price allocable to a single LLC Unit. The Company shall notify Buyer of the exact number and percentage of LLC Units to be issued to OMI no later than three Business Days prior to the Closing and the Company covenants not to issue to OMI on or about the Closing Date more than the number of LLC Units set forth in such notice.

          Section 2.2 Closing . Subject to the terms and conditions set forth herein, the consummation of the Contribution and the Subscription (the “ Closing ”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, at 10:00 A.M. local time, on the fifth Business Day after the day on which the conditions set forth in Article VI hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time and place as the Parties may mutually agree in writing. The date on which the Closing occurs is called the “ Closing Date ”.

          Section 2.3 Company Deliverables . At the Closing, the Company shall deliver to Buyer the following:

          (a) A copy of the Amended and Restated LLC Agreement, duly executed by an authorized representative of each of Holdco and OMI, evidencing, subject to Section 2.4 and effective as of the Closing, the addition of Buyer (and OMI) as a Member of the Company on the register of Members of the Company;

          (b) A copy of the Investor Rights Agreement duly executed by an authorized representative of the Company, an authorized representative of Holdco and an authorized representative of EFH;

          (c) A copy of the Registration Rights Agreement duly executed by an authorized representative of the Company, an authorized representative of Holdco and an authorized representative of EFH;

          (d) A copy of the Tax Sharing Agreement duly executed by an authorized representative of the Company, an authorized representative of Holdco, an authorized representative of OMI and an authorized representative of EFH;

          (e) The certificate(s) of the Company contemplated by Section 6.2(a) and Section 6.2(b), duly executed by an authorized representative of the Company; and

          (f) An opinion from counsel to the Company dated the Closing Date as to the matters set forth in Exhibit E, subject to reasonable and customary qualifications and assumptions.

          Section 2.4 Buyer Deliverables . At the Closing, Buyer shall deliver to the Company the following:

          (a) The Purchase Price by means of immediately available funds wired to an account designated by the Company to Buyer prior to the Closing Date;

          (b) A counterpart to the Amended and Restated LLC Agreement, duly executed by an authorized representative of Buyer;

          (c) A counterpart to the Investor Rights Agreement, duly executed by an authorized representative of Buyer;

          (d) A counterpart to the Registration Rights Agreement, duly executed by an authorized representative of Buyer;

          (e) A counterpart of the Tax Sharing Agreement, duly executed by an authorized representative of Buyer;

          (f) The certificate(s) of Buyer contemplated by Section 6.3(a) and Section 6.3(b), duly executed by an authorized representative of Buyer; and

          (g) An opinion from counsel to Buyer, dated the Closing Date as to the matters set forth in Exhibit E, subject to reasonable and customary qualifications and assumptions.

          Section 2.5 Use of Proceeds .

          (a) At or promptly following the Closing, subject to any legal restrictions or limitations under the Amended and Restated LLC Agreement, the Delaware Limited Liability Company Act and other applicable Law, the Company shall distribute the aggregate Purchase Price paid in respect of the Contribution to Holdco in respect of Holdco’s limited liability company interest in the Company. At or promptly following the closing of the Management Subscription, subject to any legal restrictions or limitations under the Amended and Restated LLC Agreement, the Delaware Limited Liability Company Act and other applicable Law, the Company shall distribute the aggregate proceeds received from the Management Subscription to Holdco in respect of Holdco’s limited liability company interest in the Company. Buyer acknowledges that it shall not participate in the distribution by the Company of the aggregate Purchase Price paid in respect of the Contribution or the distribution by the Company of the proceeds of the Management Subscription, whether such distributions are made at or promptly following the Closing or at any other time.

          (b) The Parties acknowledge and agree that (i) it is intended that the distribution by the Company to EFH (indirectly through Holdco) of the Purchase Price and the distribution by the Company to EFH (indirectly through Holdco) of the proceeds of the Management Subscription be treated as tax-free distributions for United States federal income tax purposes under sections 731(a) and (b) of the Code to reimburse EFH for capital expenditures that are described in Treasury Regulations Section 1.707-4(d), (ii) that the

Company shall report the transactions consistently with such treatment and (iii) that the Parties shall not take any position inconsistent with such treatment.

ARTICLE III

Representations and Warranties of the Company

          Except as set forth in the disclosure letter delivered by the Company to Buyer on the date of this Agreement (the “ Company Disclosure Letter ”) and the Company Reports filed prior to the date hereof, the Company represents and warrants to Buyer as follows:

          Section 3.1 Organization, Good Standing and Qualification . The Company and its Subsidiaries are legal entities duly organized, validly existing and in good standing under the Laws of their respective jurisdictions of organization and have all requisite corporate or similar power and authority to own, lease and operate their properties and assets and to carry on their businesses as presently conducted and are qualified to do business and are in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of their assets or properties or conduct of their business requires such qualification, except where the failure to be so qualified to do business or be in good standing, or to have such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Buyer complete and correct copies of the Company’s and its Subsidiaries’ limited liability company agreements, certificates of incorporation and by-laws or comparable governing documents, each as amended to the date hereof, and each as so delivered is in full force and effect. The Company Disclosure Letter includes a list of all of the Company’s Subsidiaries and any other Person in which the Company or any of its Subsidiaries has an ownership interest.

          Section 3.2 Corporate Authority and Approval . The Company has all requisite corporate or other organizational power and authority and has taken all corporate or other organizational action necessary in order to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. This Agreement has been, and the Ancillary Agreements to which it is a party when executed will be, duly executed and delivered by the Company and constitute or will constitute valid and binding agreements of the Company as a party hereto and thereto enforceable against the Company as a party hereto and thereto in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (the “ Bankruptcy and Equity Exception ”).

          Section 3.3 Governmental Filings; No Violations; Certain Contracts; Etc.

          (a) Other than the filings and/or notices (A) under the Exchange Act, (B) under the Securities Act, (C) required to be made under state securities, takeover and “blue sky” laws, and (D) required to be made with the Federal Energy Regulatory Commission (the “ FERC ”), and (E) required to be made with the Committee on Foreign Investment in the United States (“ CFIUS ”) no notices, reports or other filings (other than informational filings) are required to be made by the Company with, nor are any consents, registrations, approvals, permits

or authorizations required to be obtained by the Company from any federal, state, local (including any municipality or any political subdivision thereof), foreign or international court, government, department, commission, board, bureau, agency, instrumentality, self-regulatory authority, stock exchange or other regulatory, administrative or governmental authority (each, a “ Governmental Entity ”), in connection with the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, except those notices, reports, filings, consents, registrations, approvals, permits and authorizations, the failure of which to make or obtain would not, individually or in the aggregate, have, and would not, individually or in the aggregate, be reasonably likely to have, a Material Adverse Effect.

          (b) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the transactions contemplated hereby and thereby will not (A) constitute or result in a breach or violation of, or a default under, the certificates of formation, limited liability company agreements, certificates of incorporation, bylaws or comparable governing documents of the Company or its Subsidiaries; or (B) with or without notice, lapse of time or both, constitute or result in a material breach or violation of, a termination (or right of termination) or a material default under, the creation or acceleration of any material obligations or the creation of a material Lien on any of the material assets of the Company or its Subsidiaries (1) pursuant to any loan, credit agreement, bond, debenture, note, mortgage or indenture or any material lease, sublease, supply agreement, affiliate agreement, license, license agreement, development agreement, separation agreement, interconnection agreement, transmission agreement, maintenance and construction agreement, pole attachment agreement, or franchise agreement, other than in each case Licenses (each, a “ Contract ”) binding upon the Company or its Subsidiaries or pursuant to which any of the assets or properties of the Company or its Subsidiaries are bound, (2) assuming compliance with the matters referred to in Section 3.3(a), under any Law to which the Company or its Subsidiaries is subject or (3) pursuant to any material License, except for any breaches, violations, terminations, defaults, accelerations and Liens under clause (B)(1) or (2) (but not, for greater certainty, (B)(3)) which would not, individually or in the aggregate, have, and would not, individually or in the aggregate, be reasonably likely to have, a Material Adverse Effect.

          Section 3.4 Material Licenses . The Company holds all material Licenses necessary to carry on its business as presently carried on by it, and all such Licenses are in good standing in all material respects, except as would not, individually or in the aggregate, have or be reasonably likely to have a Material Adverse Effect.

          Section 3.5 Capital Structure .

          (a) As of the date hereof, 100% of the limited liability company interests of the Company are owned by Holdco, such limited liability company interests have been duly authorized and validly issued and are fully paid and nonassessable. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens). Upon issuance, the Buyer Units will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in the Ancillary Agreements or to be set forth

in agreements to be entered into in connection with the Management Subscription, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any limited liability company interests, shares of capital stock or other securities or equity interests of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any limited liability company interests, shares of capital stock or other securities or other equity interests of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the equity owners of the Company or any of its Subsidiaries on any matter. None of the limited liability company interests, securities or equity interests of the Company have been issued in violation of any applicable Law or pre-emptive or similar rights.

          (b) Except as set forth in the Ancillary Agreements or to be set forth in agreements to be entered into in connection with the Management Subscription, there are no agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the Company’s limited liability company interests, or the equity interests of its Subsidiaries. Except as set forth in the Ancillary Agreements, neither the Company nor any of its Subsidiaries is under any obligation, contingent or otherwise, by reason of any agreement to register the offer and sale or resale of any of its securities under the Securities Act.

          Section 3.6 Company Reports; Financial Statements .

          (a) The Company has filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2005 (the “ Applicable Date ”) (the forms, statements and reports filed with or furnished to, the SEC since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, being referred to herein as the “ Company Reports ”). Each of the Company Reports, at the time of its filing or being furnished (taking into account any subsequent amendments) complied, or if not yet filed or furnished prior to Closing, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and any rules and regulations promulgated thereunder applicable to the Company Reports.

          (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects or, in the case of Company Reports filed after the date hereof and prior to the Closing, will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the statements of consolidated income and consolidated shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects or, in the case of Company Reports filed after the date hereof and prior to the Closing, will fairly present in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of such

companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles (“ GAAP ”) consistently applied during the periods involved, except as may be noted therein.

          Section 3.7 Absence of Certain Changes .

          (a) Since December 31, 2007, there has not been any change in the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

          (b) Since December 31, 2007, and through the date hereof each of the Company and its Subsidiaries has conducted its business only in, and has not engaged in any material transaction other than in the ordinary and usual course of such business, and without limiting the foregoing, since December 31, 2007, and through the date hereof:

(i) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to any equity interests or shares of capital stock of the Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly owned Subsidiary of the Company to the Company or to another wholly owned Subsidiary of the Company) or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding equity interests or shares of capital stock or other securities of the Company or any of its Subsidiaries; and

(ii) there has not been any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries.

          Section 3.8 Litigation .

          (a) As of the date hereof and except for ordinary course hearings and proceedings consistent with past practice with applicable Governmental Entities in which the Company and its Affiliates is a litigant, there are no material civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries. None of the Company or its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity.

          (b) As of the date hereof, except for obligations or liabilities (i) that are not individually material to the Company and its Subsidiaries taken as a whole, (ii) assumed by the Company and its Subsidiaries pursuant to the terms hereof, (iii) incurred since December 31, 2007 in the ordinary course of business consistent with past practice, (iv) that are reserved against in the Company’s financial statements included in the Company Reports filed prior to the date hereof or (v) that are expressly covered by Sections 3.8(a), 3.9, 3.10, 3.12 or 3.13, there are no obligations or liabilities of the Company or its Subsidiaries, whether or not accrued, contingent or otherwise that would be required under GAAP to be set forth on a consolidated balance sheet of the Company.

          Section 3.9 Employee Benefits .

          (a) As of the date hereof, each material benefit or compensation plan, fund, program, agreement, scheme, contract, policy or arrangement (each, an “ Employee Benefit Plan ”) of the Company and its Subsidiaries providing for employee benefits or for the remuneration, direct or indirect, of the current or former employees, managers or officers of any of the Company and its Subsidiaries (the “ Employees ”) or of the current or former directors, consultants, independent contractors, contingent workers or leased employees of the Company and its Subsidiaries, or the dependents of any of them, or with respect to which the Company or any of its Subsidiaries has or reasonably could have any liability, including, but not limited to, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) (determined without regard to whether such plan is subject to ERISA), each material deferred compensation, retirement, severance, stock option, stock purchase, stock appreciation rights, stock based, incentive or bonus plan or agreement, each material health, vacation, summer hours, supplemental unemployment benefit, hospitalization insurance, medical, dental, legal and each other material employee benefit plan, fund, program arrangement or scheme is referred to in this Agreement as a “ Company Benefit Plan ”. All material Company Benefit Plans are listed on Section 3.9(a) of the Company Disclosure Letter.

          (b) As of the date hereof, except where a failure to comply would not result in a material liability, all Company Benefit Plans, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “ Multiemployer Plan ”) and non-United States Company Benefit Plans (collectively, “ Company U.S. Benefit Plans ”) have been established, registered, qualified, invested, operated and administered in all respects in compliance with ERISA, the Code and other applicable Laws. Each Company U.S. Benefit Plan that is subject to ERISA (a “ Company ERISA Plan ”) and that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA intended to be qualified under Section 401(a) of the Code and the trust maintained thereunder that is intended to be exempt from taxation under Section 501 of the Code has received a favorable determination letter from the IRS or other letter indicating that it is so qualified, and no circumstances exist that are likely to result in the loss of such exempt status which would not, individually or in the aggregate, be reasonably expected to be material. Any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code which provides benefits under a Company U.S. Benefit Plan has (i) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (ii) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and no circumstances exist that are likely to result in the loss of such exempt status under Section 501(c)(9) of the Code which would not, individually or in the aggregate, be reasonably expected to be material. Neither the Company nor its Subsidiaries has incurred, and no fact exists that reasonably could be expected to result in any tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material to the Company and its Subsidiaries with respect to any Company Benefit Plan.

          (c) None of the Company, any of its Subsidiaries or any ERISA Affiliate has ever sponsored, maintained, contributed to or has any liability with respect to an Employee Benefit Plan that is or was subject to Title IV of ERISA or Section 412 of the Code, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has ever sponsored, maintained,

contributed to or has any liability with respect to an Employee Benefit Plan within the past six years that is or was a Multiemployer Plan or subject to Section 302 of ERISA. Except as would not, individually or in the aggregate, be reasonably expected to be material, none of the Company, any of its Subsidiaries or any ERISA Affiliate has incurred or could reasonably be likely to incur any withdrawal liability (as defined in Part I of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan that has not been satisfied in full. Except as would not, individually or in the aggregate, be reasonably expected to be material, none of the Company, any of its Subsidiaries or any ERISA Affiliate has terminated or withdrawn from or sought a funding waiver with respect to, and no fact exists that could reasonably be expected to result in a termination or withdrawal from or seeking a funding waiver with respect to, an Employee Benefit Plan that is subject to Title IV of ERISA that was sponsored, maintained or contributed to within the past five years by the Company, any of its Subsidiaries or any ERISA Affiliate or with respect to which the Company, any of its Subsidiaries or any ERISA Affiliate has any liability (each a “ Pension Plan ”), which would, individually or in the aggregate, be reasonably expected to be material. No material liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to be incurred by any of the Company or its Subsidiaries with respect to any Pension Plan. Except as would not, individually or in the aggregate, be reasonably expected to be material, no notice of a “reportable event”, within the meaning of Section 4043 of ERISA for which the reporting requirement has not been waived or extended (other than pursuant to Pension Benefit Guaranty Corporation (“ PBGC ”) Reg. Section 4043.33 or 4043.66) has been required to be filed for any Pension Plan within the 12-month period ending on the date hereof or will be required to be filed in connection with the transactions contemplated by this Agreement and no notices have been required to be sent to participants and beneficiaries or the PBGC under Section 302 or 4011 of ERISA or Section 412 of the Code. None of the Company, any of its Subsidiaries or any ERISA Affiliates have filed a notice of intent to terminate any Pension Plan or have adopted any amendment to treat a Pension Plan as terminated within the past six years, and to the Knowledge of the Company, the PBGC has not instituted proceedings as of the date hereof to treat any Pension Plan as terminated. To the Knowledge of the Company, the actuarial reports for each Pension Plan fairly presents the financial condition and the results of operations of each such Pension Plan in accordance with GAAP.

          (d) As of the date hereof, all material contributions or premiums required to be made or paid under each Company Benefit Plan (including all Pension Plans) or by applicable Law, as of the date hereof, have been timely made or paid in accordance with the terms of such plan or applicable Law, and all obligations in respect of each such plan have been properly accrued and reflected in the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports prior to the date hereof in accordance with GAAP. No Pension Plan has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA, and, on and after the effectiveness of the Pension Protection Act of 2006, there has been no failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or not waived. No Pension Plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed plan year. It is not reasonably anticipated that required minimum contributions to any Pension Plan under Section 412 of the Code will be materially increased by application of Section 412(l) of the Code. Neither the Company, nor its Subsidiaries nor any ERISA Affiliate has provided, or is required to provide, security to any Pension Plan.

          (e) As of the date hereof, under each Pension Plan which is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no material change and no material change is reasonably anticipated to occur in the financial condition, whether or not as a result of a change in funding method, of such Pension Plan since the last day of the most recent plan year.

          (f) As of the date hereof, none of the Company or its Subsidiaries has any obligations for retiree health and life benefits under any Company ERISA Plan, any Employee Benefit Plan with respect to which the Company or any of its Subsidiaries has any liability or any Collective Bargaining Agreement. The Company and its Subsidiaries may amend or terminate any such plan at any time without incurring any material liability thereunder other than in respect of claims incurred prior to such amendment or termination.

          (g) As of the date hereof, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (w) entitle any current or former employee, director or officer of the Company or any of its Subsidiaries to severance pay or any increase in severance pay or any other material payment upon any termination of employment after the date hereof, (x) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or material benefits under, materially increase the amount of compensation due any such individual, increase the amount payable or result in any other material obligation pursuant to, any of the Company Benefit Plans, (y) limit or restrict the right of the Company or its Subsidiaries or, after the consummation of the transactions contemplated hereby, Buyer to merge, amend or terminate any of the Company Benefit Plans or (z) result in payments that would not be deductible for federal income tax purposes under Code Section 162(m) or by reason of Section 280G of the Code.

          (h) The Company has made available to Buyer, with respect to each material Company Benefit Plan and material Pension Plan, correct and complete copies of: (i) each writing constituting a part of such Company Benefit Plan and Pension Plan, including, without limitation, all plan documents (including amendments), benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent actuarial report; and (iii) the most recent annual financial report, if any.

          Section 3.10 Compliance with Laws . To the Knowledge of the Company, the businesses of the Company and its Subsidiaries have been in the last three years through the date hereof, and, as of the date hereof, are being conducted in all material respects in compliance with all applicable federal, state, local or foreign laws, statutes and ordinances, common laws and rules, regulations, standards, judgments, orders, writs, injunctions, decrees, arbitration awards, agency requirements, licenses or permits of any Governmental Entity (each a “ Law ” and collectively, “ Laws ”). As of the date hereof, no investigation or review by any Governmental Entity with respect to the Company or its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity given written notice of an intention to

conduct the same, except for any of the foregoing that would not, individually or in the aggregate, have, or be reasonably likely to have, a Material Adverse Effect.

          Section 3.11 Regulatory Proceedings . As of the date hereof, none of the Company nor its Subsidiaries, all or part of whose rates or services are regulated by a Governmental Entity, (i) has rates which have been or are being collected subject to refund, pending final resolution of any material proceeding pending before a Governmental Entity or material appeal to the courts or (ii) is a party to any material proceeding before a Governmental Entity or material appeal from orders of a Governmental Entity with respect to such rates or services.

          Section 3.12 Taxes . As of the date hereof, each of the Company and its Subsidiaries (i) has prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them and (ii) has paid all Taxes that are shown as due on such filed Tax Returns or that any of the Company or its Subsidiaries is obligated to withhold from amounts owing to any employee, independent contractor, creditor or other third party, except with respect to matters contested in good faith. As of the date hereof, there are not pending or, to the Knowledge of the Company threatened in writing, any audits, examinations, investigations or other proceedings against any of the Company or its Subsidiaries in respect of Taxes. As of the date hereof, there are no Liens for Taxes (other than Taxes not yet due and payable or being contested in good faith by appropriate proceedings) upon any of the assets of the Company or any of its Subsidiaries. As of the date hereof, none of the Company nor its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax return (other than a group the common parent of which was or is the Company or EFH) or has any liability for the Taxes of any Person other than any of the Company, its Subsidiaries and the other members of the group the common parent of which was or is the Company or EFH under Reg. § 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract, or otherwise; or (ii) has participated in any listed transaction within the meaning of Code Section 6707A(c)(1).

          Section 3.13 Environmental Matters . As of the date hereof, (i) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws except as would not, individually or in the aggregate, have, or be reasonably likely to have, a Material Adverse Effect; (ii) to the Knowledge of the Company, no property (including soils, ground water, surface water, buildings or other structures) owned or operated by the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance which could reasonably be expected to require remediation pursuant to any applicable Environmental Law resulting in any material liability; (iii) none of the Company or its Subsidiaries has received in the last four years any written notice, demand, letter, claim or request for information alleging that any of the Company or its Subsidiaries is in material violation of or subject to material liability under any Environmental Law; (iv) none of the Company or its Subsidiaries is subject to any written order, decree, or injunction from any Governmental Entity relating to material liability, or imposing a Lien on any properties or assets of any of the Company or its Subsidiaries, under any Environmental Law and, to the Knowledge of the Company, no such order, decree or injunction is pending or threatened; (v) to the Knowledge of the Company, none of the Company or its Subsidiaries is liable for any off-site contamination by Hazardous Substances as a result of its operations except

as would not reasonably be expected to result in any material liability; (vi) the Company and its Subsidiaries have all material permits, licenses and other authorizations required for their current operations under any applicable Environmental Law; (vii) none of the real property owned by the Company or its Subsidiaries is listed or, to the Knowledge of the Company, proposed for listing on the National Priorities List under the Comprehensive Environmental Response, Compensation, and Liability Act or any comparable state or local list of contaminated properties or is otherwise subject to any use restrictions pursuant to any Environmental Law because of the presence of any Hazardous Substances; and (viii) none of the Company or its Subsidiaries has, since the Applicable Date, received any written notice of the existence of methane or any unmitigated mold, mildew or other fungi at any of the buildings or structures on any property of the Company or its Subsidiaries except as would not reasonably be expected to lead to material liability of the Company or its Subsidiaries.

          Section 3.14 Intellectual Property .

          (a) As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries own all right, title and interest to, or are validly licensed or otherwise have the right to use, all material Intellectual Property used in the business of the Company and its Subsidiaries.

          (b) As of the date hereof, to the Knowledge of the Company, no other Person has infringed upon or misappropriated any Intellectual Property owned and used by the Company or any of its Subsidiaries in any manner that materially impairs the Company’s business taken as a whole.

          (c) As of the date hereof, to the Knowledge of the Company, none of the Company or its Subsidiaries has materially interfered with, infringed upon or misappropriated any Intellectual Property of any other Person.

          Section 3.15 Labor Matters .

          (a) As of or through the date hereof, since the Applicable Date, none of the Company’s or its Subsidiaries’ employees have, in their capacity as such employees, been or currently are represented by a labor organization that was certified by any labor relations board (including the NLRB) or voluntarily recognized.

          (b) As of or through the date hereof, each Collective Bargaining Agreement to which any of the Company or its Subsidiaries is a signatory to is in full force and effect.

          (c) As of or through the date hereof, no unfair labor practice charge or complaint filed with or by the NLRB or its General Counsel’s Office or with or by any other Governmental Entity against the Company or its Subsidiaries is pending, or, to the Knowledge of the Company, is being threatened.

          (d) As of or through the date hereof, no strike, dispute, walk-out, slow-down, lockout, work stoppage or picketing involving the employees of any of the Company or its Subsidiaries has occurred since the Applicable Date, or is in progress.

          (e) As of or through the date hereof, none of the Company or its Subsidiaries is a party to or bound by any employment agreements or any agreements or arrangements with third party vendors to provide workers to any of the Company or its Subsidiaries on a contingent or temporary basis. None of the Company or its Subsidiaries has received a claim from any Governmental Entity to the effect that any of the Company or its Subsidiaries has improperly classified a person as an independent contractor. None of the Company or its Subsidiaries has made any binding commitments to any officers, employees or former employees, consultants or independent contractors with respect to compensation, promotion, retention, termination, severance or similar matters specifically with reference to this Agreement or otherwise.

          Section 3.16 Insurance . All material current policies of fire, liability and workers’ compensation insurance policies owned, held by or covering any of the Company or its Subsidiaries (or their respective assets or business) as of the date hereof for which premiums are currently being paid are, as of the date hereof, with reputable insurance carriers or with captive insurers and provide in all material respects coverage in character and amount generally similar to that carried by similarly situated Persons engaged in similar businesses and subject to the same or similar perils or hazards. All such current policies are, as of the date hereof, in full force and effect, all premiums with respect thereto covering all periods up to and including the date hereof have been paid, and no written notice of cancellation or termination has been received with respect to any such policy.

          Section 3.17 Certain Contracts .

          (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (i) neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Contract that would be required to be filed by the Company as a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC, except for any such Contract that is a Company Benefit Plan or would be a Company Benefit Plan but for the word “material” in the definition thereof) (each such Contract a “ Described Contract ”), (ii) as of the date hereof, to the Knowledge of the Company, no other party to any Described Contract is in breach of or default under the terms of any Described Contract and (iii) each Described Contract is a valid and binding obligation of the Company or its Subsidiary that is a party thereto and, to the Knowledge of the Company, is in full force and effect unless terminated in accordance with its terms.

          (b) Section 3.17(b) of the Company Disclosure Letter includes a list of each material Contract between the Company and/or any of its Subsidiaries, on the one hand, and Holdco, EFH and/or any Affiliates thereof, on the other hand (each such Contract a “ Related Party Contract ”). The Company has made available to Buyer correct and complete copies of all material Related Party Contracts.

          Section 3.18 Real Property . Except as would not be reasonably expected to have a Material Adverse Effect, the Company and its Subsidiaries have either good title, in fee or valid leasehold, easement or other rights, to the land, buildings, wires, pipes, structures and other improvements thereon and fixtures thereto, necessary to permit the Company and its Subsidiaries to conduct their business as currently conducted free and clear of any Liens, options, rights of first refusal or other similar encumbrances other than Permitted Liens.

          Section 3.19 No Other Representations or Warranties . Except for the representations and warranties contained in this Article III, none of the Company or any of its Subsidiaries or any other Person makes any other express or implied representation or warranty on behalf of the Company or its Subsidiaries.

ARTICLE IV

Representations and Warranties of Buyer

          Buyer represents and warrants to the Company as follows:

          Section 4.1 Organization and Authority of Buyer . Buyer is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, are not, individually or in the aggregate, reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby or pursuant to the Ancillary Agreements. Buyer has made available to the Company complete and correct copies of Buyer’s certificate of incorporation and by-laws or comparable governing documents, each as amended to the date hereof, and each as so delivered is in full force and effect.

          Section 4.2 Corporate Authority . Buyer has all requisite corporate or other organizational power and authority and has taken all corporate or other organizational action necessary in order to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements. This Agreement has been, and the Ancillary Agreements when executed will be, duly executed and delivered by Buyer and constitutes or will constitute valid and binding agreements of Buyer as a party hereto and thereto, enforceable against Buyer as a party hereto and thereto in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.

          Section 4.3 Consents and Approvals . (a) Other than the filings and/or notices referred to in Section 3.3(a), no notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Entity in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Buyer and the consummation by Buyer of the transactions contemplated hereby or thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby or pursuant to the Ancillary Agreements.

          (b) The execution, delivery and performance of this Agreement and each of the Ancillary Agreements by Buyer does not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in (i) a breach or violation of, or a default under, the certificates of organization, limited liability company agreements, certificates

of incorporation, bylaws or comparable governing documents of Buyer or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Buyer or any of its Subsidiaries pursuant to any Contract binding upon Buyer or any of its Subsidiaries or, assuming compliance with the matters referred to in Section 4.3(a), under any Law to which Buyer or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract binding Buyer or any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby or pursuant to the Ancillary Agreements.

          Section 4.4 Brokers and Finders . Other than any fee payable by Buyer or its Affiliates to Lehman Brothers Inc, as financial advisor, none of Buyer or any of its Affiliates has employed any broker, finder, consultant or intermediary in connection with the transactions contemplated by this Agreement or the Ancillary Agreements who would be entitled to a broker’s, finder’s or similar fee or commission in connection herewith or therewith or upon the consummation hereof or thereof, or if the Closing does not occur.

          Section 4.5 Certain Regulatory Matters . Each of Buyer and Minority Member Parent is a newly formed special purpose vehicle formed solely for purpose of holding an investment (directly or indirectly) in the Company. Minority Member Parent is an entity taxed as a corporation for United States federal income tax purposes. As of the Closing Date, none of OAC or any other investor that, after the date hereof and prior to the Closing, executes an equity commitment letter in favor of Buyer or any of its Affiliates, will have any Direct or Indirect EFH Interest (as defined in the Amended and Restated LLC Agreement). As of the date hereof, to the Knowledge of Buyer and other than as disclosed to EFH on or prior to the date hereof, none of OAC, GIC nor any of their respective Affiliates, has any direct or indirect equity ownership interest in EFH (other than any indirect immaterial interest and other than in respect of any equity interest in EFH held through investment funds affiliated with the Fund Advisors (as defined in the Amended and Restated LLC Agreement)).

          Section 4.6 Financial Capability; Equity Commitment Letters; Indebtedness .

          (a) Buyer has delivered to the Company true and complete copies of the equity commitment letters, dated as of the date hereof (collectively, the “ Equity Commitment Letters ”), between Buyer and Cheyne and between Buyer and OAC, pursuant to which (i) subject only to the conditions precedent in this Agreement, each of Cheyne and OAC has committed to invest the amount set forth therein and (ii) the parties thereto have granted third party beneficiary rights under each such letter to the Company. None of the Equity Commitment Letters have been amended or modified (or any provisions thereunder waived), and the respective commitments contained therein have not been withdrawn or rescinded in any respect. Each of the Equity Commitment Letters is in full force and effect and is a legal, valid and binding obligation of the parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount set forth in the Equity Commitment Letters, other than the satisfaction or waiver of the conditions precedent in Article VI. Buyer will have, immediately prior to the Closing, sufficient readily available cash funds to pay the

Purchase Price upon the terms and conditions of this Agreement, to otherwise consummate the transactions contemplated hereby or pursuant to the Ancillary Agreements and to perform its obligations hereunder and thereunder after the Closing. Cheyne is an investment vehicle controlled by GIC, was not formed for purposes of making an investment in the Company, and, as of the Closing Date, will have material investments other than its indirect investment in the Company.

          (b) Neither Buyer nor Minority Member Parent will have outstanding at the Closing any indebtedness for borrowed money issued to or borrowed from third parties (other than, for certainty, any indebtedness owing to Cheyne, BPC Penco, or any other entity that directly holds equity interests in Minority Member Parent, or any of their respective Affiliates).

          Section 4.7 Securities Act . Buyer is acquiring the Buyer Units solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Buyer acknowledges that the Buyer Units are not registered under the Securities Act or any applicable state securities law, that the offering of the Buyer Units is being made in reliance on one or more exemptions for private offerings under the Securities Act and applicable state securities laws and that the Buyer Units may not be transferred, sold or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.

          Section 4.8 Litigation . As of the date hereof, there are no civil, criminal or administrative claims, actions, suits, demands, proceedings or investigations pending or, to the Knowledge of Buyer, threatened against Buyer or any of its Subsidiaries, at law, in equity or otherwise, in, before or by, any court or Governmental Entity or authority which would be reasonably likely to prevent or materially delay the ability of Buyer to consummate the transactions contemplated hereby or pursuant to the Ancillary Agreements.

          Section 4.9 Investigation by Buyer . Buyer acknowledges that it is a sophisticated purchaser of investments and businesses and has been given sufficient access to all information with respect to the Company and its Subsidiaries requested by it and, in entering into this Agreement and the Ancillary Agreements, has not relied upon any representations, warranties or statements other than the representations and warranties of the Company set forth in Article III. Buyer acknowledges that no other representations and warranties of the Company other than as are set forth in Article III are required by Buyer to enter into this Agreement or the Ancillary Agreements.

          Section 4.10 No Other Representations or Warranties . Except for the representations and warranties contained in this Article IV, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of Buyer.

ARTICLE V

Certain Covenants and Agreements of the Company and Buyer

          Section 5.1 Access and Information . Prior to the Closing, the Company shall permit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the Company and its Subsidiaries and to books and records and the officers and management employees of the Company and its Subsidiaries to the extent that such access is necessary for Buyer to consummate the transactions contemplated hereby and does not unreasonably interfere with the business of the Company or its Subsidiaries; provided that any information provided hereunder shall remain subject to the Confidentiality Agreements; provided , further that the foregoing shall not (i) require the Company to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of the Company and its Subsidiaries or violate any of the Company’s or any of its Subsidiaries’ obligations with respect to confidentiality, in the event the Company has attempted, but failed, to obtain a waiver of such confidentiality obligations, or (ii) require any disclosure by the Company or any of its Subsidiaries that could, as a result of such disclosure, have the effect of causing the waiver of any legally recognized privilege so long as the Company has taken reasonable steps to cause such privilege to be preserved; provided , however , that the parties shall work in good faith to negotiate agreements or arrangements allowing the disclosure of such information, or portions thereof. No investigation pursuant to this Section 5.1 or information provided or received by any party pursuant to this Section 5.1 will affect any of the representations or warranties of the Parties contained in this Agreement.

          Section 5.2 Conduct of Business . During the period from the date hereof until the Closing, except (i) as otherwise contemplated by this Agreement or the Ancillary Agreements, (ii) as set forth on Section 5.2 of the Company Disclosure Letter, (iii) as required to comply with applicable requirements of Law, or (iv) as Buyer shall otherwise agree in writing (which agreement shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that it shall operate its business and cause the Company’s Subsidiaries to operate their respective businesses in the ordinary course consistent with past practice and to preserve intact in all material respects the business and relationships of the Company and its Subsidiaries with third parties, and, without limiting the foregoing, shall not, and shall cause the Company’s Subsidiaries not to:

          (a) sell, convey, lease or otherwise dispose of substantially all of its assets or properties;

          (b) issue, sell, pledge, dispose of, grant, transfer or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license or guarantee of, any equity interests or shares of its capital stock (other than the issuance of shares by its wholly owned Subsidiary to it or another of its wholly owned Subsidiaries), or securities convertible or exchangeable into or exercisable for any such equity interests or shares of such capital stock, or any options, warrants or other rights of any kind to acquire any equity interests or any shares of such capital stock or such convertible or exchangeable securities;

          (c) reclassify, split, combine or subdivide, directly or indirectly, any of its equity interests or capital stock or securities convertible or exchangeable into or exercisable for any equity interests or shares of its capital stock;

          (d) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its LLC Units other than Ordinary Course Dividends, as defined in Section 17(b) of the Amended and Restated LLC Agreement;

          (e) except in the ordinary course of business consistent with past practice and consistent with customary and prudent practices in the regulated electric delivery industry, initiate any litigation, hearing or similar proceeding relating to the conduct of such business with a Governmental Entity as a party involving amounts in dispute greater than, or expected to be greater than, $5,000,000;

          (f) enter into any Contract that would constitute a Related Party Contract or amend or modify any Related Party Contract; or

          (g) authorize or enter into an agreement to do any of the foregoing.

          Section 5.3 Conduct of Buyer’s Business .

          (a) Between the period from the date hereof until the Closing, Buyer agrees that, except as expressly contemplated by this Agreement, it shall not, and it shall cause its Subsidiaries not to, take any actions that are reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby or pursuant to the Ancillary Agreements.

          (b) Buyer shall not amend, modify, terminate, assign, waive or agree to amend, modify, terminate, assign or waive any terms of or rights under the Equity Commitment Letters without the prior written consent of the Company. In the event that all conditions precedent set forth in Section 6.1 and 6.2 have been satisfied (or waived by Buyer), the Buyer shall cause the other parties to the Equity Commitment Letters to fund the amounts required to be funded thereunder on the Closing Date. The Buyer shall take such actions as are necessary to enforce its rights under the Equity Commitment Letters in the event of breach or noncompliance thereof by any other party thereto.

          Section 5.4 Filings; Other Actions; Notification . (a) Subject to the terms and conditions set forth in this Agreement, the Company shall cooperate with Buyer, and Buyer shall cooperate with the Company, and prior to the Closing each of the Company and Buyer shall use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including to satisfy the conditions hereto, and the Ancillary Agreements as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and satisfy the conditions hereto;

provided , however , that (i) other than in connection with satisfying the condition contained in Section 6.3(d) hereof, nothing in this Agreement, including this Section 5.4, shall require, or be construed to require, the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, licenses, operations, rights, product lines, businesses or interest therein of the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or Subsidiaries (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or to take any of the foregoing actions) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction or condition on, or other impairment of the Company’s, Buyer’s or any of their respective Affiliates’ (or their direct or indirect shareholders’ or such shareholders’ Affiliates) ability to own or operate, of any such assets, licenses, product lines, businesses and interests therein, (ii) nothing in this Agreement shall require, or be construed to require, the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) to take any other action under this Section 5.4 if a Governmental Entity authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Closing and (iii) Buyer shall not be required to use its reasonable best efforts to satisfy the condition contained in Section 6.3(e). Subject to applicable Laws relating to the exchange of information, Buyer and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Buyer, on the one hand, or the Company on the other hand, and any of their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

          (b) The Company shall, upon request by Buyer, furnish Buyer, and Buyer shall, upon request by the Company, furnish the Company, with all information concerning itself, Minority Member Parent (or the ultimate U.S. taxpayer(s) invested in Minority Member Parent, in the event that neither Buyer nor Minority Member Parent is a U.S. federal income taxpayer), and their respective directors and officers as may be required to be disclosed by applicable law, regulation or written orders from any Governmental Entity or reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of the Company, Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

          (c) Subject to applicable Law and the instructions of any Governmental Entity, the Company shall keep Buyer, and Buyer shall keep the Company, apprised of the status of matters relating to completion of the transactions contemplated hereby and by the Ancillary Agreements, including promptly furnishing the other with copies of notices or other

communications received by Buyer or the Company, as the case may be, or any of their Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions.

          Section 5.5 Ancillary Agreements . The Company and Buyer shall execute and deliver and shall cause to be executed and delivered, at or prior to the Closing, the Ancillary Agreements to which they are parties, in each case in the forms attached hereto, as such forms may be amended with the agreement of Buyer and the Company. The Company shall also cause to be executed and delivered, at or prior to the Closing, the Ancillary Agreements by each of the parties thereto other than the Company and Buyer.

ARTICLE VI

Conditions to Completing the Closing

          Section 6.1 Conditions For the Benefit of the Parties . The respective obligations of the Parties to consummate the transactions contemplated hereby are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

          (a) Regulatory Approvals . (i) The FERC Approval, if required, shall have been duly obtained, (ii) the Parties shall have received notice from the CFIUS that it has determined that the transactions contemplated hereby are not subject to Section 721, or that CFIUS has determined that there are no unresolved national security concerns with respect to the transactions contemplated hereby and action under Section 721 is therefore concluded, or receipt of notice that the President of the United States will not act to prohibit, suspend or otherwise prevent the transactions contemplated hereby and (iii) all other notices and other filings required to be made prior to the Closing by the Parties or any of their respective Subsidiaries, with, and all permits, authorizations, consents and approvals required to be obtained prior to the Closing by, the Parties or any of their respective Subsidiaries from any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be), except, in the case of clause (iii), where the failure to make or obtain such notices or filings would not be reasonably likely to adversely affect in any material respect the business of the Company and its Subsidiaries, taken as an entirety, and could not be reasonably expected to subject the Parties or their Affiliates (or such Affiliates’ direct or indirect equityholders or such equityholders’ Affiliates) to the risk of criminal sanctions, material liabilities or material penalties.

          (b) Orders . No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and enjoins or otherwise prohibits or makes illegal consummation of the transactions contemplated hereby or pursuant to the Ancillary Agreements.

          Section 6.2 Conditions For the Sole Benefit of Buyer . The obligations of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

          (a) Representations and Warranties . The representations and warranties of the Company contained in Article III shall be true and correct: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except, in each case, (i) for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct as of such date, subject to clause (ii) below), and (ii) to the extent any breaches of such representations and warranties would not in the aggregate have or be reasonably likely to have a Material Adverse Effect (it being understood that any materiality or Material Adverse Effect qualification in any representation and warranty shall be disregarded in determining whether any such breaches would in the aggregate have or be reasonably likely to have a Material Adverse Effect for purposes of this clause (ii)). Buyer shall have received a certificate to such effect dated as of the Closing Date and executed by a duly authorized officer of the Company.

          (b) Covenants and Agreements . The covenants and agreements of the Company to be performed on or prior to the Closing shall have been duly performed in all material respects, and Buyer shall have received a certificate to such effect dated as of the Closing Date and executed by a duly authorized officer of the Company.

          (c) Ancillary Agreements . Each of the Ancillary Agreements shall have been executed and delivered by each other party thereto (other than the Buyer).

          (d) Third Party Investor in Buyer . Buyer shall have received an irrevocable and legally binding equity commitment from a Person or Person(s) (collectively, the “ Third Party Investor ”) who qualifies as a Non-Parent Affiliated Investor (as defined in the Amended and Restated LLC Agreement), other than any Affiliate of OAC, Borealis Infrastructure Corporation or GIC, to acquire between 1% and 5% of the capital stock and shareholder debt of Minority Member Parent (in the same proportions as the other investors in Minority Member Parent) to be issued on or prior to the Closing Date.

          Section 6.3 Conditions for the Sole Benefit of the Company . The obligation of the Company to effect the transactions contemplated hereby are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

          (a) Representations and Warranties . The representations and warranties of Buyer contained in Article IV shall be true and correct: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except, in each case, (i) for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct as of such date, subject to clause (ii) below), and (ii) other than with respect to the representations and warranties contained in Section 4.5, to the extent any breaches of such representations and warranties would not in the aggregate be reasonably likely to prevent or materially delay the ability of Buyer to consummate the transactions contemplated hereby and by the Ancillary Agreements. The Company shall have received a certificate to such effect dated as of the Closing Date and executed by a duly authorized officer of Buyer.

          (b) Covenants and Agreements . The covenants and agreements of Buyer to be performed on or prior to the Closing shall have been duly performed in all material respects,

and the Company shall have received a certificate to such effect dated as of the Closing Date and executed by a duly authorized officer of Buyer.

          (c) Ancillary Agreements . Each of the Ancillary Agreements shall have been executed and delivered by Buyer.

          (d) Direct or Indirect EFH Interest . As of the Closing, none of OAC, BPC Penco, the Third Party Investor, or any other investor that, after the date hereof but prior to the Closing, agrees to subscribe for equity and/or debt securities of Buyer or any of its Affiliates, shall have any Direct or Indirect EFH Interest (as defined in the Amended and Restated LLC Agreement).

          (e) Equity Interest . As of the Closing the following statement shall be true and correct: As of the Closing, to the Knowledge of Buyer and other than as disclosed to EFH on or prior to the date hereof, none of OAC, GIC nor the Third Party Investor nor any other investor that, after the date hereof but prior to the Closing, agrees to subscribe for equity and/or debt securities of Buyer or Minority Member Parent, nor any of their respective Affiliates, has any direct or indirect equity ownership interest in EFH (other than any indirect immaterial interest and other than in respect of any equity interest in EFH held through investment funds affiliated with the Fund Advisors (as defined in the Amended and Restated LLC Agreement)). The Company shall have received a certificate to such effect dated as of the Closing Date and executed by a duly authorized officer of Buyer.

ARTICLE VII

Termination

          Section 7.1 Termination by Mutual Consent . This Agreement may be terminated at any time, by mutual written consent of the Company or Buyer by action of their respective boards of directors.

          Section 7.2 Termination by the Company or Buyer . This Agreement may be terminated at any time prior to the Closing by action of the board of directors of the Company or by Buyer if the Closing shall not have occurred by December 31, 2008 (the “ Termination Date ”) unless the failure to consummate the transactions contemplated herein prior to such date is the result of any action or inaction in violation of this Agreement by the party seeking to terminate this Agreement pursuant to this Section 7.2.

          Section 7.3 Termination by the Company . This Agreement may be terminated by the Company at any time prior to the Closing if there has been a breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions specified in either Section 6.3(a) or 6.3(b) would not be satisfied and such breach or condition is not cured within 90 days after written notice thereof is given by the Company to Buyer.

          Section 7.4 Termination by Buyer . This Agreement may be terminated by Buyer at any time prior to the Closing if there has been a breach of any representation, warranty, covenant or agreement made by the Company, or any such representation and warranty shall

have become untrue after the date of this Agreement, such that conditions specified in Section 6.2(a) or 6.2(b) would not be satisfied and such breach or condition is not cured within 90 days after written notice thereof is given by Buyer to the Company.

          Section 7.5 Effect of Termination and Abandonment . In the event of termination of this Agreement pursuant to this Article VII, this Agreement, except for the provisions of Sections 8.1, 8.3, 8.8, 8.12, 8.13, and 8.16 shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its representatives or Affiliates or such Affiliates’ direct or indirect equityholders or such equityholders’ Affiliates); provided , however , and notwithstanding anything in the foregoing to the contrary, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any intentional and material breach of any representation, warranty, covenant or agreement contained in this Agreement.

ARTICLE VIII

Miscellaneous

          Section 8.1 Survival . This Article VIII shall survive the Closing. Except as provided in Section 7.5, all other representations, warranties, covenants and agreements in this Agreement shall not survive the Closing or the termination of this Agreement.

          Section 8.2 Amendment and Waiver . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Buyer, or in the case of a waiver, by the Party against whom the waiver is to be effective; provided that, the Company shall not waive the condition contained in Section 6.3(d) hereof without the prior written consent of Buyer. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

          Section 8.3 Expenses . Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement and the Ancillary Agreements are consummated, the Parties shall bear their own respective expenses (including all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.

          Section 8.4 Public Disclosure . Each Party hereby agrees with each other Party that, prior to such Party issuing any press release or similar public announcement or communication concerning the execution or performance of this Agreement such Party will use reasonable efforts to consult with the other Party to this Agreement and make reasonable accommodation for any comments of the other Party.

          Section 8.5 Assignment . No Party may directly or indirectly assign any of its rights or obligations under this Agreement without the prior written consent of the other Parties for so long as the assigning Party has any material obligations remaining hereunder. If all or

substantially all of the assets of any Party shall be sold or transferred, in one or more related transactions, such Party shall make provision such that upon completion of such sale or transfer such acquirer or transferee shall also be bound by the terms hereto as if it were the selling or transferring Person.

          Section 8.6 Entire Agreement . This Agreement (including all Exhibits, the Company Disclosure Letter and any other schedules hereto) and the Ancillary Agreements contain the entire agreement between the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.

          Section 8.7 Fulfillment of Obligations . Any obligation of any Party to any other Party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such Party (or such Affiliates’ direct or indirect equityholders or such equityholders’ Affiliates), shall be deemed to have been performed, satisfied or fulfilled by such Party.

          Section 8.8 Parties in Interest; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer or the Company or their successors, any rights or remedies under or by reason of this Agreement.

          Section 8.9 Company Disclosure Letter; Representations and Warranties . The inclusion of any matter in the Company Disclosure Letter shall be deemed to modify each representation and warranty in Article III to the extent such modification is reasonably apparent, but inclusion therein shall expressly not be deemed to constitute an admission by the Company, or otherwise imply, that any such matter is material or creates a measure for materiality for the purposes of this Agreement.

          Section 8.10 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          Section 8.11 Section Headings . The section and paragraph headings and table of contents contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

          Section 8.12 Notices . Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered; telecopied and confirmed; mailed by certified mail, return receipt requested; or sent via nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such Party may designate by written notice to the other Party):

               (a) if to the Company to:

Oncor Electric Delivery Company LLC
Energy Plaza

1601 Bryan Street
Dallas, Texas 75201-3411
Facsimile: (214) 486-2067
Attention: Legal Department, 22 ^nd Floor

               With a copy to:

Baker & McKenzie LLP
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
Facsimile: (312) 861-7588
Attention: James P. O’Brien

and

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Facsimile: (212) 455-2502
Attention: Andrew W. Smith

               (b) if to Buyer, to:

Texas Transmission Investment LLC
c/o Borealis Infrastructure Corporation
c/o Borealis Infrastructure Management Inc.
Royal Bank Plaza, South Tower
200 Bay Street
Suite 2100, PO Box 56
Toronto, Ontario M5J 2J2, Canada
Facsimile: (416) 361-6075
Attention: Steven Zucchet
and

Cheyne Walk Investment Pte Ltd.
c/o GIC Special Investments Pte Ltd
1 ^st Floor, York House
45 Seymour Street
London W1H 7LX, United Kingdom
Facsimile: +44 20 7725 3511
Attention: Head, Global Infrastructure Group, with a copy to Stuart
Baldwin

               With a copy to:

Torys LLP

79 Wellington Street West, Suite 3000
Box 270, TD Centre
Toronto, Ontario M5K 1N2, Canada
Facsimile: (416) 865-7380
Attention: Krista F. Hill

     Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first Business Day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first Business Day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five Business Days after the date of deposit in the United States mail. Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

          Section 8.13 Governing Law; Submission to Jurisdiction; Selection of Forum; Enforcement . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY OTHERWISE GOVERNING PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY HERETO (I) AGREES TO IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN (THE “ CHOSEN COURTS ”), (II) WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURTS, (III) WAIVES ANY OBJECTION THAT THE CHOSEN COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURISDICTION OVER ANY PARTY HERETO, (IV) WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (V) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 8.12 OF THIS AGREEMENT. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any United States District Court for the Southern District of New York or any state court sitting in the City of New York, Borough of Manhattan, this being in addition to any other remedy to which they are entitled at law or in equity.

          Section 8.14 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions hereof. If any provision of this Agreement or the application thereof to any Person or any circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, shall, subject to the following sentence, remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good

faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

          Section 8.15 Representation by Counsel . The Parties agree that this Agreement was fairly negotiated between them at arm’s length and that the final terms of this Agreement are the product of the Parties’ negotiations. Each Party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby. The Parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them and that the provisions of this Agreement therefore should not be construed against a Party on the grounds that the Party drafted or was more responsible for drafting the provision(s).

          Section 8.16 Confidentiality . The terms of the Confidentiality Agreements are hereby incorporated by reference and shall continue in full force and effect until the Closing. Upon the Closing occurring, the Confidentiality Agreements shall each terminate and be of no further force and effect. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreements shall continue in full force and effect in respect of any confidential information in accordance with their terms.

[Signature Pages Follow]

          IN WITNESS WHEREOF, this Agreement has been signed on behalf of each of the Parties hereto as of the date first written above.

EXHIBIT A

INVESTOR RIGHTS AGREEMENT

CONFIDENTIAL

TABLE OF CONTENTS

Exhibits

Exhibit A Definitions
Exhibit B Form of Addendum Agreement

INVESTOR RIGHTS AGREEMENT

          This INVESTOR RIGHTS AGREEMENT dated as of [                      ], 2008 (this “ Agreement ”), is being entered into by and among Oncor Electric Delivery Company LLC, a Delaware limited liability company (the “ Company ”), Oncor Electric Delivery Holdings Company LLC, a Delaware limited liability company (the “ Initial Member ”), Texas Transmission Investment LLC, a Delaware limited liability company (the “ Minority Member ”), Energy Future Holdings Corp., a Texas Corporation (“ EFH ”) and any other Persons that may hereafter become a party hereto (collectively with the Initial Member and the Minority Member, the “ Members ”).

RECITALS

          WHEREAS, the Initial Member and the Minority Member each own limited liability company interests in the Company, as represented by the LLC Units; and

          WHEREAS, the parties hereto desire to enter into this Agreement to establish, among other things, the rights and obligations arising out of, or in connection with, their ownership of LLC Units.

          NOW, THEREFORE, in consideration of the mutual promises and agreements made in this Agreement and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1. Definitions . Capitalized terms used in the Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A.

          Section 1.2. Construction . Unless the context requires otherwise: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (b) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,” (except to the extent the context otherwise provides); (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited; and (e) references to Exhibits and Schedules are to the items identified separately in writing by the parties hereto as the described Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein.

ARTICLE II

LLC UNITS; CONFIDENTIALITY

          Section 2.1. Members; LLC Units

          (a) Any reference in this Agreement to Schedule B shall be deemed to be a reference to Schedule B to the LLC Agreement, as amended and in effect from time to time.

          (b) The limited liability company interests in the Company are represented by the LLC Units as described in the LLC Agreement. The Members shall have the rights and obligations conferred on Members pursuant to the LLC Agreement.

          (c) No Member shall have any right to withdraw from the Company except as expressly set forth in the LLC Agreement. No Member shall be entitled to receive any distribution from the Company for any reason or upon any event except as expressly set forth in the LLC Agreement.

          (d) Minority Member agrees that it and any Permitted Transferee (i) will be, or will be directly or indirectly owned by, an entity that is taxed as a corporation for U.S. federal income tax purposes; and (ii) until the occurrence of a Trigger Event, has and will have in place in its limited liability company agreement or similar governing documents: (w) provisions to ensure that such Person is able (to the extent entitled to such right under the LLC Agreement) to duly designate Minority Member Directors (as defined in the LLC Agreement) meeting the requirements of Section 10(a)(i) of the LLC Agreement, (x) provisions restricting each equityholder of Minority Member Parent (or any successor entity) or any Affiliates of such equityholder (each, an “ MMP Equityholder ”) from (A) acquiring any direct equity ownership interest, to be directly held by such MMP Equityholder, in Parent or EFH, or (B) acquiring any indirect equity ownership interest in Parent or EFH through any direct equity ownership interest, directly held by such MMP Equityholder, in Texas Energy Future Co-Invest LP or any other co-investment vehicle that, in each case, has as its express principal purpose the acquisition of any direct equity ownership in Parent or EFH (except to the extent necessary to maintain existing direct or indirect pro rata stakes in Parent or EFH), (y) an acknowledgment that each MMP Equityholder will not object to being excused or excluded from funding any capital call or otherwise contributing equity to, any entity that expressly intends (as expressly disclosed in the related capital call notice) to use the proceeds of such capital call or contributed equity exclusively for the purpose of directly or indirectly acquiring any additional Direct or Indirect EFH Interest (except to the extent necessary to maintain existing direct or indirect pro rata stakes in Parent or EFH), and (z) representations and warranties from Minority Member Parent (or any successor entity) that each equityholder of Minority Member Parent (or any successor entity) has represented and warranted to, and covenanted for the benefit of, Minority Member Parent and Minority Member that such equityholder has not, directly or indirectly, entered into any side letter, agreement or similar arrangement or otherwise agreed to, and will not enter into or otherwise agree to enter into any side agreement, agreement or arrangement (in each case, including but not limited to any stockholders agreement or charter or similar governing document of or relating to Minority Member Parent) with any other Person (including, but not limited to, any other equityholder of Minority Member Parent) pursuant to which any Person

who has (or is affiliated with any Person who has) any Direct or Indirect EFH Interest has the right to direct or otherwise control the designation of Minority Member Directors or the actions taken by Minority Member Directors in their capacity as such.

          (e) From the date hereof until the earlier of the date on which (i) the Minority Member ceases to be affiliated with the Company or (ii) EFH is no longer required to comply with paragraph 71 of the PUCT Order, the Minority Member agrees to provide advance notice of its corporate separateness from the Company to lenders of any indebtedness incurred by the Minority Member or the Minority Member Parent and will use commercially reasonable efforts to seek an acknowledgment representation of that separateness with non-petition covenants in all new debt instruments entered into by the Minority Member or the Minority Member Parent, including any debt instruments entered into in connection with financing the Contribution (as defined in the Contribution and Subscription Agreement).

          (f) From the date hereof until the earlier of the date on which (i) the Minority Member ceases to be affiliated with the Company or (ii) EFH is no longer required to comply with paragraph 92 of the PUCT Order, Minority Member agrees on behalf of itself, Minority Member Parent and their respective Subsidiaries, not to pursue, support or propose legislation, either directly or through any legislative advocacy group in which Minority Member or Minority Member Parent is a member that would change or abrogate any of the terms of the stipulation approved by the Commission in the PUCT Order; provided that, if legislation discussed in finding of fact 88 of the PUCT Order is considered in future legislative sessions, Minority Member, Minority Member Parent and their respective Subsidiaries may participate in that legislative process, either directly or through any legislative advocacy group in which Minority Member or Minority Member Parent is a member.

          (g) EFH agrees to provide written notice (which notice shall make reference to Sections 2.1(d) and 2.1(g) hereof) to Minority Member of its intention to effect an initial offering (or series of related offerings) of equity securities of EFH or any of its Subsidiaries, as the case may be, to the public or to otherwise list or qualify such securities for trading on any stock exchange at least 10 Business Days prior to the date of such offering or listing.

          Section 2.2. Legends . Unless and until the Board shall determine otherwise, LLC Units shall be uncertificated and recorded in the books and records of the Company (including Schedule B). To the extent any LLC Units are or become certificated, such certificates shall be in the form approved by the Board from time to time. In addition to any legends required by applicable securities laws and the LLC Agreement, each LLC Unit certificate held by the Members and their Permitted Transferees shall bear a legend on the face thereof in the form set forth in Section 6(c) of the LLC Agreement.

          Section 2.3. Cessation of LLC Membership Interest . A Member shall automatically cease to be a Member under this Agreement upon a direct Transfer of all of such Member’s LLC Units in accordance with this Agreement and the LLC Agreement. Following such cessation, a Member shall have no rights or obligations under the Registration Rights Agreement (other than Sections 7 or 8 thereof, to the extent that they survive following termination of such agreement with respect to a Member pursuant to Section 12(k) thereof) or

this Agreement (other than Sections 2.4, 5.5, 5.6 and 5.11, which shall survive any such cessation or termination of this Agreement).

          Section 2.4. Confidentiality . In furtherance of and not in limitation of any other applicable agreement such Member may have with the Company, each Member agrees that all Confidential Information shall be kept confidential by such Member and shall not be disclosed by such Member in any manner whatsoever; provided , however , that (i) any of such Confidential Information may be disclosed by a Member to its Affiliates, direct and indirect shareholders of such Affiliates and Affiliates of such shareholders, managers, directors, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors of such Member) and each Member that is a limited partnership or limited liability company may disclose such Confidential Information to any former partners or members who retain an economic interest in such Member, and to any current or prospective partner, limited partner, member, general partner or management company of such Member (or any employee, attorney, accountant, consultant, banker or financial advisor or representative of any of the foregoing) (collectively, for purposes of this Section 2.4, the Member’s “ Representatives ”) who need to be provided such Confidential Information to assist such Member in evaluating and managing its investment in the Company, each of which Representatives shall be bound by the provisions of this Section 2.4 and shall, if requested by the Company, sign an undertaking agreeing with the Company to be bound by this Section 2.4 prior to receiving any Confidential Information, (ii) any disclosure of Confidential Information may be made by a Member or its Representatives to the extent the Company consents in writing, (iii) Confidential Information may be disclosed by a Member or its Representatives to a potential transferee (including a Permitted Transferee) and its attorneys, accountants, consultants, bankers and financial advisors, provided that prior to such disclosure such potential transferee shall have agreed in writing with the Company to be bound by the provisions of this Section, and such Member shall be responsible for any breach of this provision by any such Person, and (iv) Confidential Information may be disclosed by any Member or Representative to the extent that the Member or its Representative has received advice from its counsel that it is legally compelled to do so or is required to do so to comply with applicable law, regulation or a written order of a Governmental Authority, provided that, prior to making such disclosure, the Member or Representative, as the case may be, uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including, if legally permitted, consulting with the Board regarding such disclosure and, if reasonably requested by the Board, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure, and provided further that the Member or Representative, as the case may be, discloses only that portion of the Confidential Information as is, based on the advice of its counsel, required by applicable law, regulation or a written order of a Governmental Authority.

          Section 2.5. Conflicts with LLC Agreement . In the event of any conflict between the provisions of this Agreement and the provisions of the LLC Agreement, the provisions of this Agreement shall prevail to the extent permitted by Law.

ARTICLE III

TRANSFERABILITY OF INTERESTS; PREEMPTIVE RIGHTS

          Section 3.1. Restrictions On Transfer of LLC Units

          (a) The Minority Member and its Permitted Transferees may only Transfer their LLC Units as follows:

     (i) To a Permitted Transferee of the Minority Member; or

     (ii) Pursuant to, and in accordance with, Section 3.2 or Section 3.3; or

     (iii) During the period commencing on the date hereof and ending on the earlier of (x) the completion of a Qualified IPO or (y) the date seven years from the date hereof, (A) with the written consent of the Initial Member (which consent right shall be exercised by the Initial Member in its absolute discretion), (subject, in each case, to the provisions of Sections 3.1(b)-(d) and 3.4) or (B) in a Transfer under a registration statement pursuant to the Registration Rights Agreement (subject to the provisions of Section 3.4 (other than clause (a)(ii) or (v) thereof)); or

     (iv) During the period commencing on the earlier of (x) completion of a Qualified IPO or (y) the date seven years from the date hereof, and thereafter:

     (A)   in a Transfer under a registration statement pursuant to the Registration Rights Agreement (subject to the provisions of Section 3.4 (other than clause (a)(ii) or (v) thereof)); or

     (B)   pursuant to (1) sales to the public pursuant to Rule 144 under the Securities Act (subject to the provisions of Section 3.4 (other than clause (a)(v) thereof)) and (2) any other Transfers permitted by applicable securities Laws (subject to the provisions of Section 3.4 and Section 3.9).

          (b) Notwithstanding anything in this Agreement to the contrary, no issuance or Transfer of LLC Units otherwise permitted or required by this Agreement shall be made unless such issuance or Transfer is in compliance with U.S. and other federal, foreign, state, or provincial securities or other applicable Laws, including the Securities Act and the rules and regulations thereunder, the Act and any binding regulatory orders issued by the Commission.

          (c) Transfers of LLC Units may only be made in strict compliance with all applicable terms of this Agreement and the LLC Agreement, and, to the fullest extent permitted by Law, any purported Transfer of LLC Units that does not so comply with all applicable terms of this Agreement and the LLC Agreement shall be null and void and of no force or effect, and the Company shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the Register of Members.

          (d) Transfers of LLC Units made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Act, any other applicable Laws and the LLC Agreement and, for Permitted Transferees, the execution and delivery to the Company of an Addendum Agreement to this Agreement from the Permitted Transferee in the form of the Addendum Agreement attached hereto as Exhibit B (the “ !Addendum Agreement ”).

          Section 3.2. Tag-Along Rights

          (a) Subject to compliance with Section 3.1, a Related Entity (the “ Tag Seller ”) shall not sell or otherwise effect a sale or other Transfer of all or any number of the LLC Units or IPO Units, as the case may be, (the “ Tag Units ”) held by the Tag Seller (other than (w) to Oncor Management Investment LLC or any successor management equity vehicle (“ OMI ”) in connection with the Company’s management equity program, (x) to a Permitted Transferee, (y) in a transaction pursuant to Section 3.3 or a Transfer under a registration statement pursuant to the Registration Rights Agreement or (z) in any transaction or series of related transactions resulting in the Transfer of less than 10% of the then outstanding equity interests of the Company or the IPO Corporation, as the case may be) unless the terms and conditions of such Transfer include an offer, on the same economic terms and conditions and on other terms and conditions no less advantageous in the aggregate, as the offer by the proposed third party transferee to the Tag Seller, to each of the Minority Member and its Permitted Transferees (collectively, the “ Tag Offerees ”), to include at the option of each Tag Offeree, in the sale or other Transfer to the third party, a number of Tag Units owned by each Tag Offeree determined in accordance with this Section 3.2.

          (b) The Tag Seller shall cause such third party transferee offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Units from the Tag Offerees as required by this Section 3.2) and shall send written notice of such third party offer (the “ Inclusion Notice ”) to each of the Tag Offerees in the manner specified herein, which Inclusion Notice will include the material terms and conditions of the proposed Transfer, including (A) the name and address of the proposed transferee, (B) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Tag Seller will provide such information, to the extent reasonably available to the Tag Seller, relating to such non-cash consideration as the other Members may reasonably request in order to evaluate such non-cash consideration; provided , however , that the provision of such information (or lack thereof) shall not affect any Member’s rights under this Section 3.2), (C) the proposed Transfer date, if known, which date shall not be less than thirty (30) Business Days after delivery of such Inclusion Notice and (D) the number of Tag Units to be sold or Transferred by the Tag Seller, the Tag Seller’s Pro Rata Share and the maximum number of Tag Units to be sold or Transferred to the third party transferee.

          (c) Each Tag Offeree shall have the right (an “ Inclusion Right ”), exercisable by delivery of a notice to the Tag Seller at any time within twenty (20) Business Days after receipt of the Inclusion Notice, to sell or Transfer pursuant to such third party transferee offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Units requested to be included by such Tag Offeree, which number shall not exceed that number of such Tag Offeree’s Tag Units equal to the product of (i) such Tag Offeree’s Tag Units multiplied

by (ii) the percentage of the Tag Seller’s Tag Units that the Tag Seller is proposing to sell or Transfer relative to the total number of Tag Units held by such Tag Seller (the amounts in this clause (ii), their “ Pro Rata Share ”) (it being understood that the failure to exercise such right within such time period specified above shall be deemed to constitute a waiver of all of such Tag Offeree’s rights with respect to such proposed Transfer (but not with respect to any subsequent Transfer) and any such exercise of the Inclusion Right shall be irrevocable). If the aggregate number of Tag Units to be sold or Transferred by the Tag Seller together with the Tag Units to be sold or Transferred by exercising Tag Offerees and any other Person(s) entitled to tag-along rights to participate in such sale, exceeds the maximum number of Tag Units to be Transferred to the third party transferee, as specified in the Inclusion Notice, then the Tag Seller, each exercising Tag Offeree and each such other Person shall reduce, on a pro rata basis based on their respective Sharing Percentages (where the specified class of Tag Units referenced in the definition thereof is all classes of outstanding Tag Units held by the exercising Tag Offerees, Tag Seller and such other Person(s)), the number of the Tag Units that each otherwise would have been entitled to sell or Transfer based on the immediately preceding sentence so as to permit the Tag Seller, each exercising Tag Offeree and each such other Person(s) to sell or Transfer in the aggregate such maximum amount of Tag Units specified in the Inclusion Notice. In the event that there would otherwise be a reduction in the number of Tag Units to be sold or Transferred by the Tag Seller, exercising Tag Offerees and such other Person(s) pursuant to the immediately preceding sentence of this Section 3.2(c), and the proposed third party transferee is willing to purchase the remaining securities that the Tag Seller, Tag Offerees and such other Person(s) otherwise would have sold or Transferred if there had been no such reduction (the “ Reduction Units ”), the Tag Seller, Tag Offerees and such other Person(s) shall be entitled to sell or Transfer the Reduction Units to the proposed third party transferee, upon the terms and conditions set forth in the Inclusion Notice. The exercising Tag Offerees and the Tag Seller shall sell or Transfer to the proposed third party transferee the Tag Units proposed to be Transferred by them in accordance with this Section 3.2 at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the holders of a majority of the Tag Units to be Transferred by exercising Tag Offerees, the Tag Seller, and such other Person(s) and the proposed third party transferee shall agree. Notwithstanding the foregoing, no Tag Offeree shall be entitled to Transfer Tag Units pursuant to an Inclusion Right conferred pursuant to this Section 3.2 in the event that, notwithstanding delivery of an Inclusion Notice pursuant to this Section 3.2, the Tag Seller fails to consummate the Transfer of Tag Units which gave rise to such Inclusion Right.

          (d) The Tag Seller shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof. No Member or any Affiliate thereof or direct or indirect shareholder of any such Member or Affiliate or any Affiliates of such shareholders shall have any liability to any other Member, the Company or the IPO Corporation arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any such proposed Transfer except to the extent such Member shall have failed to comply with the provisions of this Section 3.2.

          (e) Notwithstanding anything herein to the contrary, no Tag Offeree shall have an Inclusion Right in connection with any Transfer, if and to the extent making available or exercising such Inclusion Right, if applicable to such sale or Transfer, would require the relevant

third party transferee to (i) register under applicable securities Laws the securities to be issued to the Tag Seller, the Tag Offerees or other participating Persons or the securities of such third party transferee, or (ii) effect a “private placement” in lieu of such registration that does not satisfy the requirements of Regulation D under the Securities Act.

          (f) In connection with any such Transfer, each Tag Offeree and other Person(s) participating in such Transfer must agree to make the same representations, warranties, covenants and indemnities as the Tag Seller; provided , that (x) no such Tag Offeree shall be required to make representations and warranties or covenants or provide indemnities as to any other Member or other participating Person(s) and no such Tag Offeree shall be required to make any representations and warranties (but, subject to clause (z), may be required to provide several but not joint indemnities with respect to breaches of representations and warranties made by or in respect of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be) regarding the business of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, (y) no Tag Offeree shall be liable for the breach of any covenant by any other Tag Offeree, Member or other participating Person(s) and (z) notwithstanding anything in this Section 3.2(f) to the contrary, any liability relating to representations and warranties (and related indemnities), covenants or other indemnification obligations regarding the business of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, assumed in connection with the Transfer shall be shared by all exercising Tag Offerees electing to sell, the Tag Seller and such other Person(s) entitled to tag-along rights participating in such sale pro rata in proportion to the number of Tag Units to be actually Transferred by each of those Members or other participating Person(s) and in any event shall not exceed the proceeds received by such Member or other participating Person(s) in the proposed Transfer. Each Tag Offeree participating in such Transfer will be responsible for its proportionate share of the costs of the proposed Transfer to the extent not paid or reimbursed by the proposed third party transferee.

          (g) If the closing of the Transfer to the proposed third party transferee (whether or not any Tag Offeree has exercised its rights under this Section 3.2) shall not have occurred 120 days after the date of the Inclusion Notice (or such longer period, not to exceed 180 days after the date of the Inclusion Notice, if extended by the Tag Seller pursuant to Section 3.2(i)(iii)), the provisions of this Section 3.2 shall again be required to be complied with, with respect to such Tag Units.

          (h) In the event that EFH or any of its Subsidiaries proposes to Transfer LLC Units or IPO Units, as the case may be, indirectly through a Transfer of equity interests in a Subsidiary of EFH the sole or principal asset of which is such LLC Units or IPO Units (other than (w) to OMI in connection with the Company’s management equity program, (x) to a Permitted Transferee of EFH, (y) in a transaction pursuant to Section 3.3 or a Transfer under a registration statement filed pursuant to the Securities Act or (z) in any transaction or series of related transactions resulting in the direct or indirect Transfer of less than 10% of the then outstanding equity interests of the Company or the IPO Corporation, as the case may be) and such Transfer would not trigger the issuance of an Inclusion Notice to the Tag Offerees pursuant to the terms of this Section 3.2, EFH or any of its Subsidiaries, as applicable, shall cause (i) an offer to be made to each Tag Offeree to Transfer a portion of its LLC Units or IPO Units, as the case may be, equal to the number of such securities that such Tag Offeree would have been

permitted to Transfer pursuant to this Section 3.2 if the proposed Transfer had been effected as a direct Transfer by a Related Entity (the “ Equivalent Offer ”) and (ii) the terms of the Equivalent Offer to be in all material respects substantially similar in the aggregate to those terms that would have been offered to each Tag Offeree pursuant to the terms of this Section 3.2 if the proposed Transfer had been effected as a direct Transfer by a Related Entity.

          (i) Notwithstanding any other provision in this Section 3.2, in the event that the proposed Transfer to which an Inclusion Notice pursuant to this Section 3.2 relates or an Equivalent Offer is conditional upon or includes the sale by the Tag Seller, EFH, Parent or any of their Subsidiaries of any of their material assets in addition to Tag Units, LLC Units or IPO Units, as the case may be, then, in addition to the items required pursuant to Section 3.2(b), the following provisions shall apply:

     (i) The Inclusion Notice or the notice of an Equivalent Offer made pursuant to Section 3.2(h) shall specify the proposed allocation of the consideration in respect of such sale or Transfer as between such other assets, on the one hand, and the Tag Units, LLC Units or IPO Units, on the other hand, to be sold or Transferred to the proposed transferee, together with a description, in reasonable detail, of the reasons underlying such proposed allocation;

     (ii) Following receipt of such an Inclusion Notice or the notice of an Equivalent Offer made pursuant to Section 3.2(h), each exercising Tag Offeree shall have the option, exercisable by written notice to the Tag Seller or EFH, as the case may be, within ten (10) Business Days of receiving such notice, to require that the fair allocation of purchase price to the Tag Units, LLC Units or IPO Units, as the case may be, directly or indirectly held by the Tag Seller or EFH, as applicable, and such other material assets, in each case, to be sold by the Tag Seller, EFH or Parent in such sale be determined pursuant to an independent appraisal process;

     (iii) If this option is so exercised,

     (A)   the Tag Seller or EFH, as the case may be, shall have the option, to be exercised in its sole discretion, to determine whether to (1) await the outcome of the Tag Appraiser (as defined below) prior to proceeding with any sale or Transfer pursuant to this Section 3.2 and, if so desired, to extend the proposed time period for the closing of such sale or Transfer to a date not later than 180 days after the date of the Inclusion Notice or its equivalent pursuant to Section 3.2(h), as applicable or (2) proceed with the closing of such sale or Transfer upon the original proposed closing date, whether or not the decision of the Tag Appraiser has been rendered as of such time (and, for the avoidance of doubt, any such Tag Offeree exercising its rights to participate in such sale or Transfer shall be obligated to complete such sale or Transfer on the same day as the Tag Seller or EFH, as the case may be); and

     (B)   the Tag Seller or EFH, as the case may be, on the one hand, and such exercising Tag Offeree, on the one hand, shall jointly appoint (by mutual agreement, or failing such agreement, by lot from among four qualified institutions two of which are designated by each of the two participants) a nationally-recognized appraiser with experience valuing utility companies (the “ Tag Appraiser ”) to determine the fair allocation of purchase price to the Tag Units, LLC Units or IPO Units, as the case may be and such other material assets, in each case, to be sold by the Tag Seller or EFH in such sale; provided , that in each case any such determinations shall in all respects be made on a going concern basis for the relevant business(es), assuming a willing purchaser and a willing buyer, with no control premium and no discount for a minority interest in respect of such assets of EFH, Parent or any of their Subsidiaries or the Tag Units, LLC Units, or IPO Units, as the case may be.

     (iv) Notwithstanding any other provision of this Section 3.2, in the event that an exercising Tag Offeree exercises its rights under this Section 3.2(i), the consideration payable to the Tag Offerees so exercising their rights under this Section 3.2(i) in respect of their Tag Units, LLC Units or IPO Units pursuant to the sale or Transfer contemplated by this Section 3.2 shall be based on a per Unit price derived from the fair allocation attributable to the Tag Units, LLC Units or IPO Units, as the case may be, determined by the Tag Appraiser, notwithstanding the allocation (and underlying per Unit price) that was specified in the Inclusion Notice or a notice of Equivalent Offer made pursuant to Section 3.2(h); provided , for greater certainty, that, in the event that the Tag Seller or EFH, as the case may be, has elected to proceed with the closing of the sale or Transfer prior to receipt from the Tag Appraiser of its allocation, the Tag Seller or EFH, as the case may be, shall be solely responsible for payment of any consideration determined by the Tag Appraiser to be payable to Tag Offerees pursuant to the sale or Transfer in accordance with this Section 3.2(i), if and to the extent this amount exceeds the consideration payable to such Tag Offerees that was specified in the Inclusion Notice or a notice of Equivalent Offer made pursuant to Section 3.2(h).

     (v) The parties shall use reasonable efforts to provide that the Tag Appraiser render its final determination in writing prior to the closing of such sale or Transfer contemplated by this Section 3.2. The final written determination of the Tag Appraiser shall be final and binding on EFH, the Initial Member and each Tag Offeree exercising its rights under this Section 3.2(i), as applicable, absent manifest error, and shall modify the allocation of consideration payable in such sale or other Transfer pursuant to this Section 3.2, solely as between such applicable Persons. In the event that any such final determination is made prior to the closing of such sale or other Transfer, the consideration payable in such sale or other Transfer shall be reallocated as appropriate to reflect such final determination. In the event that any such final determination is made following the closing of such sale or other Transfer, a payment in cash of the applicable corrective payment required by such final determination shall be made, by wire transfer of immediately available funds within five Business Days following

receipt of such final determination from the Tag Appraiser, by the Tag Offerees exercising their rights under this Section 3.2(i) to EFH or the Initial Member, as applicable, or by EFH or the Initial Member, as applicable, to the Tag Offerees exercising their rights under this Section 3.2(i) to an account specified in writing by the recipient at least one Business Day prior to such payment date.

     (vi) In the event that the decision of the Tag Appraiser results in an amount of consideration per Unit payable to the applicable Tag Offerees exercising their rights under this Section 3.2(i) that exceeds the implied per Unit amount that was specified in the Inclusion Notice or its equivalent pursuant to Section 3.2(h) by more than 10.0%, then the Tag Seller or EFH, as the case may be, shall be responsible for the costs and expenses of the Tag Appraiser. In the event that the decision of the Tag Appraiser results in an amount of consideration payable to the applicable Tag Offerees that is less than 110.0% of the implied per Unit amount that was specified in the Inclusion Notice or notice of an Equivalent Offer pursuant to Section 3.2(h), then the Tag Offeree(s) that elected to require an allocation to be prepared shall be responsible for the costs and expenses of the Tag Appraiser.

          (j) The provisions of this Section 3.2 shall terminate upon the earlier of (x) completion of a Qualified IPO and (y) the date seven years from the date hereof.

          Section 3.3. Drag-Along Rights

          (a) Notwithstanding anything contained in this Article III to the contrary, but subject to Section 3.3(f), if (i) Parent, EFH or its Subsidiaries (other than the Initial Member (or its Permitted Transferee(s)) receives an offer to purchase (an “ EFH Sale Proposal ”) a number of LLC Units or IPO Units, as the case may be, held directly or indirectly by such entities and LLC Units or IPO Units, as the case may be, owned directly by Members other than the Initial Member (or its Permitted Transferee(s)) (the “ EFH Drag Units ”) or (ii) if the Initial Member (or its Permitted Transferee(s)) receives an offer to purchase (an “ Initial Member Sale Proposal ”) a number of LLC Units or IPO Units, as the case may be, including LLC Units or IPO Units, as the case may be, owned by Members other than the Initial Member (or its Permitted Transferee(s)) (the “ Initial Member Drag Units ” and together with the EFH Drag Units, the “ Drag Units ”) such that the transaction would result in a Change of Control (taking into account all LLC Units or IPO Units being “dragged”) (each, a “ Required Sale ”), then EFH or the Initial Member (on its own behalf or on behalf of its Permitted Transferee(s)), as the case may be, may deliver a written notice (a “ Required Sale Notice ”) with respect to such EFH Sale Proposal or Initial Member Sale Proposal at least twenty (20) Business Days prior to the anticipated closing date of such Required Sale to all Members (other than the Initial Member (or its Permitted Transferee(s))) requiring them to sell or otherwise Transfer their Drag Units to the proposed transferee in accordance with the provisions of this Section 3.3.

          (b) The Required Sale Notice will include the material terms and conditions of the Required Sale, including (A) the name and address of the proposed transferee, (B) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the issuer of the Required Sale Notice will provide such

information, to the extent reasonably available to such issuer, relating to such non-cash consideration as the other Members may reasonably request in order to evaluate such non-cash consideration; provided , however , that the provision of such information (or lack thereof) shall not relieve any Member of its obligation to sell or otherwise Transfer Drag Units under this Section 3.3) and (C) the proposed Transfer date, if known. The issuer of the Required Sale Notice will deliver or cause to be delivered to each other Member copies of all transaction documents relating to the Required Sale promptly as the same become available.

          (c) Each Member, upon receipt of a Required Sale Notice, shall be obligated to sell or otherwise Transfer the proportion of its Drag Units specified by the issuer of the Required Sale Notice (which proportion shall be the same for all Members) and participate in the Required Sale contemplated by the EFH Sale Proposal or Initial Member Sale Proposal, to vote, if required by this Agreement, the LLC Agreement or otherwise, its Drag Units in favor of the Required Sale at any meeting of Members called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to use its reasonable efforts to cause any individuals designated or nominated by such Member to the Board to vote in favor of the Required Sale in a vote amongst the Board called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to, subject to Section 3.3(f), waive all dissenters’ or appraisal rights, if any, in connection with the Required Sale, to enter into agreements relating to the Required Sale, to agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants, indemnities and agreements as any direct or indirect holders of LLC Units or IPO Units, as the case may be, that are Affiliates of EFH agree to make in connection with the Required Sale, and to take or cause to be taken all other actions as may be reasonably necessary to consummate the Required Sale; provided , that (x) unless otherwise agreed by such Member, a Member may not be required to make representations and warranties or provide indemnities as to any other Member, or make any representations and warranties (but, subject to clause (z), shall be required to provide several but not joint indemnities with respect to breaches of representations and warranties made by or in respect of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be) about the business or operations of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, (y) no such Member shall be liable for the breach of any covenant by any other Member and (z) notwithstanding anything in this Section 3.3(c) to the contrary, any liability relating to representations and warranties (and related indemnities) and other indemnification obligations regarding the business of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, assumed in connection with the Required Sale shall be shared by all Members pro rata based on their respective Drag Units being sold or Transferred in the Required Sale and in any event shall not exceed the proceeds received by such Member in the Required Sale.

          (d) The obligations of the Members pursuant to this Section 3.3 are subject to the satisfaction of the following conditions:

     (i) subject to Section 3.3(f), each of the Members shall receive the same type and amount of consideration (except, in the case of a Required Sale in which the consideration to be received by the sellers or transferors consists of both cash and securities, to the extent that any Members other than the Minority Member and its Permitted Transferees agree to accept a disproportionate share of

securities in order to allocate a greater portion of cash to the Minority Member and/or its Permitted Transferees due to restrictions described in clause (ii) immediately below on the ability of the Minority Member and/or its Permitted Transferees to hold such securities), at the same time, on a per Drag Unit basis, and shall participate in such Required Sale on terms and conditions no less favorable in the aggregate than those offered to the other Members;

     (ii) the consideration payable to the Minority Member and its Permitted Transferees pursuant to the Required Sale shall be (x) cash, and/or (y) except as prohibited by applicable Law or as prohibited by the written statement of investment policies governing OMERS Administration Corporation, Borealis Infrastructure Management Inc., GIC, and the investment policies of their wholly-owned Subsidiaries to the extent relevant to the type of asset being received, in effect immediately prior to delivery of the relevant Required Sale Notice, Marketable Securities, and/or (z) any other securities with the Minority Member’s (or, if applicable, its Permitted Transferees’) prior written consent;

     (iii) without the consent of the Minority Member or its Permitted Transferee (such consent not to be unreasonably withheld, delayed or conditioned), the Required Sale will not require that the Minority Member or its Permitted Transferees be subject to non-compete covenants that would restrict its business activities in any material respect;

     (iv) subject to Section 3.3(f), any expenses incurred for the benefit of the Company or all Members and any indemnities, holdbacks, escrows and similar items relating to the Required Sale, that are not paid or established by the Company or the IPO Corporation or its Subsidiaries, as the case may be, (other than those that relate to representations or indemnities concerning a Member’s valid ownership of its Drag Units free and clear of all liens, claims and encumbrances or a Member’s authority, power and legal right to enter into and consummate a purchase or merger agreement or ancillary documentation) shall be paid or established by the Members in accordance with their respective Sharing Percentages; and

     (v) notwithstanding anything in this Section 3.3(d) to the contrary, any liability relating to representations and warranties (and related indemnities) and other indemnification obligations regarding the business of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, assumed for which a Member is liable shall not exceed the proceeds received by such Member in the Required Sale.

In addition to the conditions described in clauses (i) through (v) immediately above, none of the Minority Member or any of its Permitted Transferees who are Members shall be obligated to sell or otherwise Transfer their LLC Units or IPO Units (or otherwise satisfy their obligations pursuant to Section 3.3(c)) in a Required Sale unless the Minority Member would have achieved an IRR on its initial investment in LLC Units acquired pursuant to the Contribution and Subscription Agreement of no less than 10.0% as of immediately after consummation of such

Required Sale (calculated (x) as if the Minority Member had received its proceeds in respect of such Required Sale; (y) treating all proceeds and distributions in respect of the LLC Units and IPO Units held (and/or previously held, as applicable) by each of the Minority Member’s Permitted Transferees as proceeds received by the Minority Member; and (z) assuming completion of such Required Sale by the target closing date mutually agreed by the parties to the Required Sale) (the “ IRR Hurdle ”); provided that in the event that the IRR Hurdle is not met but EFH or the Initial Member (or their respective Affiliates), as applicable, proceeds with such Required Sale (in which the Minority Member and its Permitted Transferees shall accordingly not be obligated to Transfer LLC Units or IPO Units), then the Minority Member shall nevertheless be required to, if so requested by the proposed transferee, agree to amend the LLC Agreement and, if applicable, this Agreement (effective as of or after the closing of such Required Sale) to reflect terms and conditions substantially equivalent to those set forth in Schedule 3.3(d) hereto (and to delete any corresponding conflicting or inconsistent terms then existing in the LLC Agreement or this Agreement).

          (e) The issuer of the Required Sale Notice shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any Required Sale and, subject to Section 3.3(c) and 3.3(d), the terms and conditions thereof. No Member or any Affiliate or direct or indirect shareholder of any such Member or Affiliate or any Affiliates of such shareholders shall have any liability to any other Member, the Company or the IPO Corporation arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Required Sale except to the extent such Member shall have failed to comply with the provisions of this Section 3.3.

          (f) Notwithstanding any other provision in this Section 3.3, in the event that the Required Sale is conditional upon or includes the sale by Parent or its Subsidiaries of any of their material assets (other than the Drag Units), then, in addition to the items required pursuant to Section 3.3(b), the following provisions shall apply:

     (i) The Required Sale Notice shall specify the proposed allocation of the purchase price in respect of such transaction as between such other assets and the Drag Units to be sold or Transferred to the proposed transferee, together with a description, in reasonable detail, of the reasons underlying such proposed allocation;

     (ii) Following receipt of such a Required Sale Notice, the Minority Member or its Permitted Transferee shall have the option, exercisable by written notice to EFH or the Initial Member, as the case may be, within ten (10) Business Days of receiving the Required Sale Notice, to require that the fair allocation of purchase price to the Drag Units and such other material assets be determined pursuant to an independent appraisal process. If this option is so exercised, EFH or the Initial Member, on the one hand, and the Minority Member or its Permitted Transferee, on the other hand, shall jointly appoint (by mutual agreement, or failing such agreement, by lot from among four qualified institutions two of which are designated by each of the two participants) a nationally-recognized appraiser with experience valuing utility companies (the “ Drag Appraiser ”) to determine the fair allocation of purchase price to the Drag Units and other

material assets; provided, that in each case any such determinations shall in all respects be made on a going concern basis for the relevant business(es), assuming a willing purchaser and a willing buyer, with no control premium and no discount for a minority interest;

     (iii) Notwithstanding any other provision of this Section 3.3, the consideration payable to Members (other than EFH or Affiliates of EFH) pursuant to the Required Sale shall be the fair allocation to their Drag Units determined by the Drag Appraiser, notwithstanding the consideration payable to such Members that was specified in the Required Sale Notices; provided , for greater certainty, that EFH or the Initial Member, as the case may be, shall be solely responsible for payment of any consideration determined by the Drag Appraiser to be payable to Members (other than EFH or Affiliates of EFH) pursuant to the Required Sale in accordance with this Section 3.3(f), if and to the extent this amount exceeds the consideration payable to such Members that was specified in the Required Sale Notice;

     (iv) The parties shall use reasonable efforts to provide that the Drag Appraiser render its final determination in writing prior to the closing of such Required Sale. The final written determination of the Drag Appraiser shall be final and binding on EFH, the Initial Member, the Minority Member and its Permitted Transferees, as applicable, absent manifest error, and shall modify the allocation of consideration payable in such Required Sale, solely as between such applicable Persons. In the event that any such final determination is made prior to the closing of such Required Sale, the consideration payable in such Required Sale shall be reallocated as appropriate to reflect such final determination. In the event that any such final determination is made following the closing of such Required Sale, a payment in cash of the applicable corrective payment required by such final determination shall be made, by wire transfer of immediately available funds within five Business Days following receipt of such final determination from the Drag Appraiser, by the Minority Member and/or its Permitted Transferees, as applicable, to EFH or the Initial Member, as applicable, or by EFH or the Initial Member, as applicable, to the Minority Investor and/or its Permitted Transferees, as applicable, in each case to an account specified in writing by the recipient at least one Business Day prior to such payment date; and

     (v) In the event that the decision of the Drag Appraiser results in an amount of consideration payable to Members (other than EFH or Affiliates of EFH) that exceeds the amount that was specified in the Required Sale Notice, then EFH or the Initial Member, as the case may be, shall be responsible for the costs and expenses of the Drag Appraiser. In the event that the decision of the Drag Appraiser results in an amount of consideration payable to Members (other than EFH or Affiliates of EFH) that equals or is less than the amount that was specified in the Required Sale Notice, then the Member that elected to require a valuation to be prepared shall be responsible for the costs and expenses of the Drag Appraiser.

          (g) The provisions of this Section 3.3 shall terminate upon the eighteen (18) month anniversary of the completion of a Qualified IPO.

          Section 3.4. Other Transfer Restrictions

          (a) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of any LLC Units by any Member be made (other than sales pursuant to, and in accordance with, Sections 3.2 and 3.3):

     (i) if such Transfer would be reasonably likely to cause the Company to cease to be classified as a partnership for U.S. federal or state income tax purposes;

     (ii) if such Transfer would require the registration of such LLC Units pursuant to any applicable foreign, federal, provincial or state securities Laws;

     (iii) if such Transfer would be reasonably likely to cause the Company to become a “Publicly Traded Partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code or would result in the Company having more than 100 Members at any time during any taxable year of the Company within the meaning of Treasury Regulations 1.7704-1(h)(1)(ii);

     (iv) if such Transfer would subject the Company, its Members or any of their Affiliates to regulation under the Investment Company Act of 1940, as amended, or Title I of ERISA, or would subject the Company, its Members or any of their Affiliates to regulation under the Investment Advisers Act of 1940, as amended;

     (v) unless the transferee makes the representations and warranties set forth in Section 4.1;

     (vi) if such Transfer would result in a violation of any applicable Law, and for the avoidance of doubt, Law includes applicable securities, ERISA, or antitrust Laws;

     (vii) if such Transfer would require the Company or any of its Subsidiaries to obtain any licensing or regulatory consent other than any such license or regulatory consent that is immaterial or ministerial in nature;

     (viii) if such Transfer would reasonably be expected to have an adverse regulatory impact (other than an immaterial impact) (as determined by the Board after consultation with counsel) on the Company or any of its Affiliates; or

     (ix) if such Transfer is made to any Person who lacks the legal right, power or capacity to own such interest;

provided , that prior to any Transfer of LLC Units, the Initial Member may waive the restrictions on Transfer contained in Sections 3.4(a)(ii) and (vii) with respect to such Transfer.

          (b) Unless admitted as a Member and made a party hereto, no transferee, whether by a voluntary transfer, by operation of Law or otherwise, shall have rights hereunder.

          (c) Except as otherwise provided herein, the Transferring Members effecting any Transfer of LLC Units or IPO Units, as the case may be, permitted hereunder shall pay all reasonable costs and expenses, including attorneys’ fees and disbursements, incurred by the Company in connection with the Transfer on a pro rata basis in proportion to the number of LLC Units so transferred by each such Member.

          Section 3.5. Substituted Members

          (a) No Member party hereto shall have the right to substitute a transferee as a Member in its place with respect to any LLC Units so Transferred unless such Transfer is made in compliance with the terms of this Agreement, including Section 3.1 and Section 3.4, and the LLC Agreement.

          (b) A Permitted Transferee of a Member who has been admitted as a substituted member in accordance with this Section 3.5 (a “ Substituted Member ”) shall have all the rights and powers and be subject to all the restrictions and liabilities of the Transferring Member with respect to the LLC Units Transferred under this Agreement. No purported assignment or Transfer of any Member’s rights or obligations under this Agreement shall be effective other than as provided in this Section 3.5(b).

          (c) Admission of a Substituted Member shall become effective on the date such Person executes an Addendum Agreement of this Agreement or a counterpart of this Agreement and any other documents required under the LLC Agreement.

          Section 3.6. Preemptive Rights

          (a) Prior to an IPO, if the Company proposes to issue additional equity securities (including securities exercisable or exchangeable for or convertible into equity securities, such securities “ Equity Securities ”) of the Company or any Subsidiary of the Company proposes to issue additional Equity Securities, the Company shall deliver to the Initial Member, the Minority Member and their respective Permitted Transferees then holding LLC Units (each, a “ Participating Member ”, or, collectively, the “ Participating Members ”) a written notice of such proposed issuance at least thirty (30) days prior to the date of the proposed issuance (the period from the effectiveness pursuant to Section 5.1 of such notice until the date of such proposed issuance, the “ Subscription Period ”). Such notice shall include the material terms and conditions of the issuance, including, to the extent applicable, (i) the identity of the issuer, (ii) the amount, kind and terms of the Equity Securities to be included in the issuance, (iii) the maximum and minimum price of the equity securities to be included in the issuance, (iv) the name and address of the proposed purchaser and (v) the proposed issuance date, if known.

          (b) Each Participating Member shall have the option, exercisable at any time during the first twenty (20) days of the Subscription Period by delivering an irrevocable written notice to the Company (except as otherwise provided in this Section 3.6) and on the same terms and conditions as those of the proposed issuance of such additional Equity Securities (including the number or amount, as applicable, of equity securities issuable upon exercise, exchange or

conversion of any Equity Security), to irrevocably subscribe for up to such number or amount, as applicable, of Equity Securities included in the proposed issuance as is equal to the product of (A) the number or amount of any such additional Equity Securities to be offered and (B) a fraction the numerator of which is the number of LLC Units owned by such Participating Member and the denominator of which is the total number of LLC Units owned by all Members (in each case, calculated on a fully diluted basis) (the “ Preemptive Percentage ”). Each Participating Member who does not exercise any portion of such option in accordance with the above requirements shall be deemed to have waived all of such Participating Member’s rights with respect to such issuance, but not with respect to any future issuance.

          (c) If, prior to consummation of the issuance of equity securities covered by this Section 3.6, the terms of the proposed issuance change with the result that the price is less than the minimum price or more than the maximum price set forth in the notice contemplated by clause (a) above or the other principal terms are materially more favorable to the prospective purchaser than those set forth in such notice, it shall be necessary for a separate notice to be furnished, and the terms and provisions of this Section 3.6 shall be separately complied with.

          (d) If at the end of the 90th day after the date of the effectiveness of the notice contemplated by clause (a) above as such period may be extended to obtain any required regulatory approvals, the Company or any Subsidiary of the Company, as applicable, has not completed the issuance, each Participating Member shall be released from such Participating Member’s obligations under the written commitment, the notice shall be null and void, and it shall be necessary for a separate notice to be furnished, and the terms and provisions of this Section 3.6 shall be separately complied with, in order to consummate such issuance.

          (e) In the event that the participation in the issuance by a Participating Member as a purchaser would require under applicable Law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the issuance or (ii) the provision to any Participating Member of any specified information regarding the Company or any of its Subsidiaries or the securities to be issued that is not otherwise required to be provided for the issuance, such Participating Member shall not have the right to participate in the issuance.

          (f) Each Participating Member shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each issuance pursuant to this Section 3.6.

          (g) Notwithstanding the requirements of this Section 3.6, the Company or any Subsidiary of the Company, as applicable, may proceed with any issuance that would otherwise be subject to this Section 3.6 prior to having complied with the provisions of this Section 3.6; provided , that the Company or any such Subsidiary of the Company, as applicable, shall:

     (i) provide to each Member in connection with such issuance (A) prompt notice of such issuance and (B) the notice described in clause (a) above in which the actual price of the Equity Securities shall be set forth;

     (ii) within a reasonable period of time following the issuance, offer to issue (or have Transferred) to each Member such number or amount of Equity Securities of the type issued in the issuance as may be requested by such Member (not to exceed the number or amount of Equity Securities which is sufficient to give such Member the same fractional interest in the Company, and/or indirect interest in the Company’s Subsidiaries, giving effect to such issuance and any further issuances pursuant to this clause (g), as it would have had if the Company had served a notice pursuant to, and such Member had exercised its rights in full under, Section 3.6(b) prior to the issuance) on the same terms and conditions with respect to such Equity Securities as the subscribers in the issuance received; and

     (iii) keep such offer open for a period of thirty (30) Business Days, during which period, each such Member may accept such offer by sending an irrevocable written acceptance to the Company or any Subsidiary of the Company, as applicable, committing to purchase in accordance with the procedures set forth in Section 3.6(b), an amount of such securities (not to exceed the amount specified in the offer made pursuant to Section 3.6(g)(ii)).

          (h) The provisions of this Section 3.6 shall not apply to any of the following issuances by the Company or any Subsidiary of the Company:

     (i) any issuance of Equity Securities, (A) in any direct or indirect business combination or acquisition transaction involving the Company or any of its Subsidiaries, including with respect to a Change of Control, (B) in connection with any joint venture or strategic partnership entered into by the Company or (C) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries;

     (ii) any issuance of Equity Securities to, or for the benefit of, officers, directors, employees or consultants of the Company or its Subsidiaries in connection with their employment with or service to the Company or its Subsidiaries, including issuances of Equity Securities to OMI;

     (iii) any issuance of Equity Securities in connection with any stock or limited liability company interest split or stock or limited liability company interest dividend or recapitalization paid on a proportionate basis to all holders of the affected class of equity interest or recapitalization approved by the Board (or the governing body of the entity making such issuance) that is not materially and disproportionately adverse to any Member relative to any other Member in their capacity as Members; or

     (iv) any issuance of Equity Securities in connection with the IPO Conversion or an IPO.

          Section 3.7. Conversion to IPO Corporation

          (a) Subject to the terms of the LLC Agreement and Section 3.7(c), EFH may develop and implement an IPO Conversion (as defined below) and each Member shall cooperate in respect thereof. In connection therewith, but subject to the provisions of Section 3.7(c), the Board may, at the request of EFH, take any and all actions to create and implement an IPO Conversion, including (i) amendment of the LLC Agreement, including amendments that alter the capital structure of the Company, whether through the issuance, conversion or exchange of equity securities or otherwise, (ii) the merger, conversion or consolidation of the Company, (iii) the formation of Subsidiaries and the distribution to Members of equity or other interests in such Subsidiaries, including in exchange for such Members’ LLC Units, (iv) transferring, domesticating or otherwise moving the Company to another jurisdiction, (v) preparing an existing Affiliate of the Company (the material assets of which consist only of its direct or indirect interest in the Company) to be a publicly traded entity and (vi) taking such other steps as it deems necessary, advisable or convenient to create a suitable vehicle for an offering (the resulting entity, the “ IPO Corporation ”), in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in an IPO (any such action, an “ IPO Conversion ”). In connection therewith, but subject to the provisions of Section 3.7(c), the Company and each Member agree to cooperate with the other Members in good faith in order to effectuate the IPO Conversion (including giving any consents required to effect the IPO Conversion pursuant to the LLC Agreement) and ensure that each Member receives shares of common stock (or other equity securities) or the right to receive shares of common stock (or other equity securities), and other rights in connection with such IPO Conversion substantially equivalent to, and in exchange for, its economic interest, governance, priority and other rights and privileges as such Member had with respect to its LLC Units prior to such IPO Conversion and are consistent with the rights and preferences attendant to such LLC Units as set forth in the LLC Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation, including entering into a stockholders or similar agreement containing restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the LLC Units and EFH shall cause any Related Entity that is a Subsidiary of EFH (other than the Initial Member) to enter into such shareholders or similar agreement. Furthermore, in connection with, and prior to any IPO, the Company shall cause the IPO Corporation to become a party to and bound by the Registration Rights Agreement in respect of the IPO Units.

          (b) The Company shall give each Member at least sixty (60) days’ prior written notice of any IPO Conversion. If EFH elects to undertake an IPO Conversion, the Members shall, subject to the provisions of Section 3.7(c), take such actions as may be reasonably required and otherwise cooperate in good faith with the Company, including taking all actions reasonably required by the Company in connection with consummating the IPO Conversion (including the voting of any LLC Units in connection with any matters relating to the IPO Conversion (recognizing that this Agreement authorizes the Company to create and implement the IPO Conversion without the need for any such consent, provided that Section 3.7(c) is complied with) and using its reasonable efforts to cause any individuals designated or nominated by such Member to the Board to vote in favor of the IPO Conversion in a vote

amongst the Board called to vote on or approve the IPO Conversion and/or to consent in writing to the IPO Conversion).

          (c) The parties hereto agree that the steps taken to develop and implement the IPO Conversion shall not require the Minority Member or its Permitted Transferees to convert their LLC Units to, or cause them, solely as a result of holding such LLC Units, to hold indirectly, equity interests in an entity that is treated as a corporation for U.S. federal income tax purposes (other than any immaterial Subsidiaries) as a condition to completion of the IPO Conversion or IPO, and if the IPO Corporation is an entity treated as a corporation for U.S. federal income tax purposes, shall provide such Members the right to so convert LLC Units to IPO Units from time to time following the completion of such IPO, or provide for another IPO Conversion structure that is no less advantageous from a federal income tax perspective to the Minority Member.

          (d) The Minority Member or its Permitted Transferee shall have the option in connection with or at any time following an IPO Conversion in accordance with this Agreement, exercisable in each case by providing at least ten Business Days’ prior written notice to the Company and the IPO Corporation (the “ Option Notice ”), either:

     (i) to transfer all or a portion of its LLC Units to the IPO Corporation in exchange for payment to the Minority Member or its Permitted Transferee of such number of equity securities of the IPO Corporation that represent the same economic interest as the Member or its Permitted Transferee had with respect to the LLC Units or IPO Units so transferred immediately prior to such transfer; or

     (ii) to permit the shareholders (the “ Indirect Shareholders ”) of the member(s) of the Minority Member or its Permitted Transferee (collectively, the “ Minority Member Parent ”) to transfer all (but not less than all) of the outstanding equity interests in the Minority Member Parent, and indebtedness of the Minority Member Parent, if any, held by, or owed to, the Indirect Shareholders, as of the date of such transfer (the “ Transferred Debt ”), to the IPO Corporation (the “ Equity and Debt Transfer ”), pursuant to documentation reasonably acceptable to the Minority Member or its Permitted Transferee, the Indirect Shareholders and the IPO Corporation, in exchange for payment to the Indirect Shareholders of (x) $1,000 in cash, and (y) such number of equity securities of the IPO Corporation that have the same economic interest as the Minority Member and its Permitted Transferee had with respect to its LLC Units in the Company immediately prior to the Equity and Debt Transfer; provided , that the Indirect Shareholders shall have the option to receive additional equity securities of the IPO Corporation worth $1,000 in lieu of the cash payment described in clause (x) above, upon so indicating in the Option Notice; and provided further , that any Equity and Debt Transfer shall be subject to the following conditions and requirements at the time of such Equity and Debt Transfer (except as expressly provided below):

     (A)   neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) shall have any assets other than (w) the equity interests in the Minority Member (or

Permitted Transferee(s), if applicable) owned by the Minority Member Parent, (x) LLC Units owned of record by the Minority Member (and/or its Permitted Transferee(s), if applicable), (y) any distributions received in respect of such LLC Units pursuant to the LLC Agreement and not yet further distributed, and (z) any payments received pursuant to this Agreement and/or the Tax Sharing Agreement and not yet further distributed. All such LLC Units and equity interests in the Minority Member (or Permitted Transferee(s), if applicable) described above shall, at the time of the Equity and Debt Transfer, be free and clear of all Liens (as defined in the Contribution and Subscription Agreement), other than those imposed by this Agreement or the LLC Agreement;

     (B)   neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) shall have any obligations, commitments or liabilities (in each case whether or not accrued, contingent, known or otherwise) other than (w) tax liabilities solely resulting from the ownership by the Minority Member (and/or its Permitted Transferee(s), if applicable) of LLC Units, including as a result of distributions received or the allocation of income to the Minority Member (and/or such Permitted Transferee(s)), and payments received by the Minority Member under this Agreement and the Tax Sharing Agreement, in each case, solely for the taxable period of Minority Member (and/or its Permitted Transferee(s), if applicable) in which the date of the Equity and Debt Transfer occurs, (x) customary liabilities directly related to the Minority Member Parent’s existence as a corporation or the Minority Member’s existence as a limited liability company, (y) liabilities owed by the Minority Member Parent to the Indirect Shareholders under the Transferred Debt, all of which are transferred to the IPO Corporation in connection with the Equity and Debt Transfer, and (z) any other obligations, commitments or liabilities that are immaterial in the aggregate; provided that the Transferred Debt is fully prepayable at the time of the Equity and Debt Transfer or thereafter without penalty, premium or make whole;

     (C)   neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) is a party to or otherwise bound by (nor are any of their respective assets or properties bound by) any contractual or similar obligation whatsoever (including, for the avoidance of doubt, any obligation to set aside, issue or grant any equity interests to any Person), other than those directly imposed pursuant to this Agreement, the LLC Agreement, the Registration Rights Agreement, the Tax Sharing Agreement and the agreements governing the Transferred Debt, copies of which shall have been provided to the IPO Corporation prior to the Equity and Debt Transfer;

     (D)   in connection with and as a condition to any such Equity and Debt Transfer, the Indirect Shareholders jointly and severally agree to

indemnify, defend and hold harmless the IPO Corporation, the Initial Member and their respective Affiliates and representatives from and against any obligations, commitments or liabilities (in each case whether or not accrued, contingent, known or otherwise) whatsoever (including any liabilities for Taxes) of the Minority Member Parent, the Minority Member and, if applicable, its Permitted Transferees, and in the case of (B) below, any such liabilities imposed on the IPO Corporation (A) in respect of periods or portions of periods ending on or prior to the Equity and Debt Transfer (whether arising before, on or after the date of the Equity and Debt Transfer, and including any successor or transferee liabilities, by contract or otherwise, and including the portion of any Straddle Period that ends on the date of the Equity and Debt Transfer), other than the liabilities of Minority Member Parent for the Transferred Debt (subject to clause (B) immediately following), and (B) incurred by virtue of the cancellation, termination, contribution to capital or other extinguishment of the Transferred Debt (including any Taxes imposed on any cancellation of indebtedness income realized by Minority Member Parent, as a result of such cancellation, termination, contribution to capital or other extinguishment), provided , that the maximum amount payable under this clause (B) shall not exceed the greater of (i) any liabilities for Taxes arising solely from the Equity and Debt Transfer and an immediately following contribution of the Transferred Debt to the capital of the Minority Member Parent or (ii) any liabilities for Taxes arising solely from the Equity and Debt Transfer and a liquidation of the Minority Member Parent pursuant to a plan of liquidation adopted on or after the Equity and Debt Transfer and completed within 10 days following the Equity and Debt Transfer, provided further that if the IPO Corporation takes the actions described in clause (i) or (ii) with respect to the Transferred Debt, such maximum amount shall not exceed the liabilities for Taxes described in the applicable clause;

     (E)   to the extent requested by the IPO Corporation, the Indirect Shareholders shall provide the IPO Corporation, prior to the Equity and Debt Transfer, with resignation letters, effective as of the Equity and Debt Transfer, from each of the directors, officers, general partners, managing members, or other Persons serving in a similar capacity of each of the Minority Member Parent, Minority Member and, to the extent applicable, the Permitted Transferees of the Minority Member;

     (F)   the Indirect Shareholders shall provide the IPO Corporation, prior to the Equity and Debt Transfer, with all corporate and organizational documents, documents relating to indebtedness, debt or equity securities, tax returns (including information returns and any documentation relating to the withholding of taxes on any distributions or interest payments made by Minority Member or Minority Member Parent, including any IRS certifications provided by the Indirect Shareholders) and all historical and current tax and accounting work papers (to the extent

provided to the Minority Member Parent or their representatives) with respect to periods for which the applicable statute of limitations remains open as of the time of such Equity and Debt Transfer and, to the extent reasonably requested by the IPO Corporation, any other books and records or tax information, of each of the Minority Member Parent, Minority Member and, to the extent applicable, the Permitted Transferees of the Minority Member;

     (G)   in the event that any of the Indirect Shareholders is not, in the IPO Corporation’s reasonable judgment, a well-capitalized creditworthy entity with readily available cash resources to satisfy indemnification obligations under clause (D) above, each such Indirect Shareholder shall provide an irrevocable guarantee of performance and payment under this Section 3.7(d)(ii) from an entity reasonably acceptable to the IPO Corporation, or other credit support of such obligations that is reasonably acceptable to the IPO Corporation; and

     (H)   a duly authorized representative of each of the Indirect Shareholders shall provide an Officer’s Certificate to the IPO Corporation (in form and substance reasonably satisfactory to the IPO Corporation) prior to the Equity and Debt Transfer certifying as to satisfaction with the requirements set forth in clauses (A) through (G) above, including affirmation of the indemnification obligations under clause (D) above.

For greater certainty, it shall be within the Minority Member’s or its Permitted Transferee’s sole discretion whether to exercise any option contained in this Section 3.7(d) and the Minority Member or its Permitted Transferee shall be permitted to remain a member of the Company or its successor or any Person to which all or substantially all of the assets of the Company are transferred until exercising such option.

          Section 3.8. Specific Performance

          Each of the parties to this Agreement acknowledges that it shall be impossible to measure in money damages to the Company or the Member(s), if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article III, that every such restriction or obligation is material, and that in the event of any such failure, neither the Company nor the Member(s) shall have an adequate remedy at law or in damages. Therefore, each party hereto consents to, in addition to any other remedies that may be available, the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without the posting of any bond or other equity security or proving actual damages, to compel specific performance of all of the terms of this Article III and to prevent any Transfer of LLC Units in contravention of any terms of this Article III, and waives any defenses thereto, including the defenses of: (i) failure of consideration; (ii) breach of any other provision of this Agreement; and (iii) availability of relief in damages.

          Section 3.9. Right of First Refusal

          (a) Notwithstanding anything to the contrary contained herein but subject to Section 3.9(h), prior to a Qualified IPO, the Minority Member and its Permitted Transferees (each a “ Selling Member ”) shall not Transfer their LLC Units pursuant to Section 3.1(a)(iv)(B)(2) unless such Selling Members have first complied with this Section 3.9.

          (b) In the event that a Selling Member intends to Transfer LLC Units or IPO Units, as the case may be, such Selling Member shall deliver to EFH, so long as it has an indirect interest in the Company and thereafter Parent (the “ ROFR Party ”) written notice of its intention to Transfer LLC Units or IPO Units, as the case may be, (the “ Notice of Intention to Sell ”) and the terms and conditions of the proposed Transfer, which notice shall state (i) the number of LLC Units or IPO Units, as the case may be, to be Transferred (the “ Offered Units ”), (ii) the purchase price therefor, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iii) the identity of the proposed Transferee and (iv) any other material terms and conditions of the proposed Transfer, including the proposed Transfer date (which date may not be less than twenty (20) days after delivery of the Notice of Intention to Sell). The Notice of Intention to Sell shall be accompanied by a written offer (the “ Inside Offer ”) irrevocable for ten (10) Business Days from its receipt to sell or otherwise Transfer to the ROFR Party or its designee, for a price in cash determined in accordance with Section 3.9(e), all, but not less than all, of the Offered Units, on the same terms and conditions as set forth in the Notice of Intention to Sell.

          (c) If the ROFR Party chooses to exercise its rights hereunder (or have a designee exercise such rights) and accept the Inside Offer, it shall give written notice to the Selling Member and to the Company stating that the ROFR Party or its designee, as applicable (the “ ROFR Purchaser ”) desires to purchase all of the Offered Units and shall specify a date of closing, which date shall not be later than thirty (30) days after the receipt of such notice by the Selling Member; provided , that such date of closing shall be extended to the extent necessary to obtain any required regulatory approvals (but in no event shall such date be greater than 180 days after the date specified in such notice to the Selling Member and the Company). If the ROFR Party does not give such written notice within the ten (10) Business Day period specified in Section 3.9(b), the ROFR Party (and any applicable designee) shall be deemed to have waived all of its rights under this Section 3.9 with respect to the proposed Transfer of LLC Units or IPO Units.

          (d) If the ROFR Party does not accept the Inside Offer (on its own behalf or on behalf of a designee) or is deemed to have waived its rights pursuant to Section 3.9(c) or payment for the Offered Units is not made by the ROFR Purchaser in accordance with Sections 3.9(e) and 3.9(f) hereof, the Selling Member may Transfer such Offered Units to the bona fide third-party purchaser identified in the Notice of Intention to Sell, during the sixty (60) day period immediately following the later of expiration of the Inside Offer and, if the ROFR Party (whether on its own behalf or that of a designee) duly accepted the Inside Offer, the time of payment for the Offered Units. Any Offered Units not purchased pursuant to the Inside Offer or by such third-party purchaser within the time periods specified herein shall again become subject to all of the terms and conditions of this Section 3.9 and may not thereafter be Transferred except in accordance therewith.

          (e) The purchase price applicable to the ROFR Purchaser for the Offered Units shall be an amount equal to 100% of the cash purchase price and 100% of the Fair Market Value of any non-cash consideration on a per unit basis set forth in the Notice of Intention to Sell. Notwithstanding anything to the contrary in this Section 3.9, the time periods applicable to the election by the ROFR Party to purchase (or allow its designee to purchase) the Offered Units set forth in clause (b) of this Section 3.9 shall not be deemed to commence until a determination of Fair Market Value of any non-cash consideration pursuant to the definition thereof has been made.

          (f) If the ROFR Party (whether on its own behalf or that of a designee) chooses to exercise its right to purchase (or allow its designee to purchase) all of the Offered Units, the ROFR Purchaser will purchase such Offered Units on substantially the same terms and with the same method of payment as is specified in the Notice of Intention to Sell; provided , however , that if the method or payment set forth in the Notice of Intention to Sell consists of property other than cash, then the ROFR Purchaser shall be entitled to pay the purchase price in a sum of cash as determined in accordance with Section 3.9(e).

          (g) At the closing of the purchase, the ROFR Purchaser shall make payment as described in Section 3.9(f) against delivery by the Selling Member of the LLC Units or IPO Units, as the case may be, and in the event that the LLC Units or IPO Units, as the case may be, are certificated, delivery of such certificates duly endorsed or accompanied by a duly executed transfer form. The ROFR Purchaser may reasonably require waivers of any tax liens or other liens or encumbrances, representations and warranties or evidence of good title to the LLC Units or IPO Units, as the case may be, to be sold, or evidence of the authority of any legal representatives, before tendering payment for the LLC Units or IPO Units, as the case may be, to be purchased.

          (h) Notwithstanding anything herein to the contrary, but subject to Section 3.4, in circumstances where (x) the ROFR Party (whether on its own behalf or that of a designee) chooses to exercise its right to purchase (or allow its designee to purchase) all of the Offered Units pursuant to this Section 3.9; and (y) the terms and conditions of the proposed Transfer pursuant to Section 3.1(a)(iv)(B)(2), as described in the Notice of Intention to Sell, involve the Transfer of all of the membership interests in or equity securities of the Selling Member or any of its Affiliates and/or shareholder debt owed to such Affiliates or their direct or indirect securityholders (collectively, the “ ROFR Transferred Interests ”) in lieu of the Transfer by the Selling Member of LLC Units or IPO Units, as the case may be, then the Selling Member shall have the option, in lieu of Transferring such LLC Units or IPO Units, as the case may be, to the ROFR Purchaser, to instead offer to sell to the ROFR Party and its designees the ROFR Transferred Interests on the same terms and conditions as set forth in the Notice of Intention to Sell, including for greater certainty with respect to the purchase price and any rights of indemnification; provided that in addition to any such terms, such offer shall also include for the benefit of the ROFR Purchaser protections no less favorable than those described in each of clauses (A) through (H) of Section 3.7(d)(ii). If the Selling Member intends to exercise its option contained in this Section 3.9(h), it shall notify the ROFR Party of such intention in the Notice of Intention to Sell delivered to EFH pursuant to Section 3.9(b).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

          Section 4.1. Members’ Representations and Warranties . Each Member (severally and not jointly, as to itself) represents and warrants to the Company and the other Members that, as of the date hereof:

          (a) such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action;

          (b) such Member is duly organized and validly existing under the Laws of its jurisdiction of organization;

          (c) this Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity;

          (d) the execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member, or (iii) conflict with, or result in a breach or default under, any Contract to which such Member is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder; and

          (e) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Member to perform its obligations hereunder or to authorize the execution, delivery and performance by such Member of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Member is a party.

ARTICLE V

GENERAL PROVISIONS

          Section 5.1. Notices . Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered; telecopied and

confirmed; mailed by certified mail, return receipt requested; or sent via nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties):

     Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first Business Day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first Business Day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five Business Days after the date of deposit in the United States mail.

          (a) Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

          Section 5.2. Entire Agreement; Supersede . This Agreement together with the LLC Agreement, the Registration Rights Agreement, the Tax Sharing Agreement and the Contribution and Subscription Agreement, constitute the entire agreement of the Company and the Members in their capacity as members of the Company and their Affiliates relating to the subject matter contained herein and supersedes all prior Contracts or agreements with respect thereto, whether oral or written.

          Section 5.3. Effect of Waiver or Consent . A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person hereunder. Failure on the part of a Person t