AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

EXHIBIT 10

[EXECUTION VERSION]

--------------------------------------------------------------------------------

TXU ENERGY COMPANY LLC

TXU ELECTRIC DELIVERY COMPANY,

AS BORROWERS

------------------------------------------

AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

Dated as of March 31, 2005

------------------------------------------

JPMORGAN CHASE BANK, N.A.

AS ADMINISTRATIVE AGENT

JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

WACHOVIA BANK, NATIONAL ASSOCIATION,

BANK OF AMERICA N.A.,

CALYON NEW YORK BRANCH,

AS FRONTING BANKS

--------------------------------------------------------------------------------

J.P. MORGAN SECURITIES, INC.

CITIGROUP GLOBAL MARKETS INC.

JOINT LEAD ARRANGERS AND BOOKRUNNERS

CITIBANK, N.A.

SYNDICATION AGENT

<PAGE>

TABLE OF CONTENTS

PAGE

Article I DEFINITIONS; CONSTRUCTION............................................1

SECTION 1.01. Defined Terms. .........................................1

SECTION 1.02. Terms Generally........................................20

Article II THE CREDITS........................................................21

SECTION 2.01. Commitments............................................21

SECTION 2.02. Loans..................................................22

SECTION 2.03. Borrowing Procedure....................................23

SECTION 2.04. Fees...................................................23

SECTION 2.05. Repayment of Loans; Evidence of Indebtedness...........24

SECTION 2.06. Interest on Loans......................................25

SECTION 2.07. Alternate Rate of Interest.............................25

SECTION 2.08. Termination and Reduction of Commitments...............25

SECTION 2.09. Prepayment.............................................26

SECTION 2.10. Reserve Requirements; Change in Circumstances..........27

SECTION 2.11. Change in Legality.....................................29

SECTION 2.12. Pro Rata Treatment.....................................29

SECTION 2.13. Sharing of Setoffs.....................................30

SECTION 2.14. Payments...............................................30

SECTION 2.15. Taxes. ................................................31

SECTION 2.16. Assignment of Commitments Under Certain

Circumstances..........................................33

SECTION 2.17. Letters of Credit......................................34

Article III REPRESENTATIONS AND WARRANTIES....................................38

SECTION 3.01. Organization; Powers...................................38

SECTION 3.02. Authorization..........................................38

SECTION 3.03. Enforceability.........................................38

SECTION 3.04. Governmental Approvals.................................39

SECTION 3.05. Financial Statements. .................................39

SECTION 3.06. Litigation. ...........................................39

SECTION 3.07. Federal Reserve Regulations. ..........................39

SECTION 3.08. Investment Company Act; Public Utility Holding

Company Act............................................40

SECTION 3.09. No Material Misstatements..............................40

SECTION 3.10. Taxes. ................................................40

SECTION 3.11. Employee Benefit Plans. ...............................40

SECTION 3.12. Significant Subsidiaries. .............................41

SECTION 3.13. Environmental Matters. ................................41

SECTION 3.14. Solvency. .............................................41

Article IV CONDITIONS ........................................................42

SECTION 4.01. Initial Extensions of Credit. .........................42

SECTION 4.02. Conditions for All Extensions of Credit. ..............43

Article V COVENANTS ..........................................................44

SECTION 5.01. Existence. ............................................44

SECTION 5.02. Compliance With Laws; Business and Properties. ........44

i

<PAGE>

SECTION 5.03. Financial Statements, Reports, Etc. ...................44

SECTION 5.04. Insurance. ............................................46

SECTION 5.05. Taxes, Etc. ...........................................46

SECTION 5.06. Maintaining Records; Access to Properties and

Inspections............................................46

SECTION 5.07. ERISA. ................................................46

SECTION 5.08. Use of Proceeds. ......................................46

SECTION 5.09. Consolidations, Mergers, Sales and Acquisitions of

Assets and Investments in Subsidiaries.................47

SECTION 5.10. Limitations on Liens...................................48

SECTION 5.11. Fixed Charge Coverage Ratio. ..........................50

SECTION 5.12. Debt to Total Capitalization Ratio. ...................50

SECTION 5.13. Restrictive Agreements. ...............................50

Article VI EVENTS OF DEFAULT .................................................50

Article VII THE AGENT ........................................................53

Article VIII MISCELLANEOUS ...................................................56

SECTION 8.01. Notices. ..............................................56

SECTION 8.02. Survival of Agreement. ................................56

SECTION 8.03. Binding Effect. .......................................57

SECTION 8.04. Successors and Assigns. ...............................57

SECTION 8.05. Expenses; Indemnity. ..................................60

SECTION 8.06. Right of Setoff. ......................................62

SECTION 8.07. Applicable Law. .......................................62

SECTION 8.08. Waivers; Amendment. ...................................62

SECTION 8.09. Entire Agreement. .....................................63

SECTION 8.10. Severability. .........................................63

SECTION 8.11. Counterparts. .........................................63

SECTION 8.12. Headings. .............................................63

SECTION 8.13. Interest Rate Limitation. .............................63

SECTION 8.14. Jurisdiction; Venue. ..................................64

SECTION 8.15. Confidentiality. ......................................65

ii

<PAGE>

EXHIBITS AND SCHEDULES

Exhibit A - Form of Assignment and Acceptance

Exhibit B - Form of Borrowing Request

Exhibit C-1 - Form of Request for Issuance (JPMorgan Chase Bank, N.A.)

Exhibit C-2 - Form of Request for Issuance (Citibank, N.A.)

Exhibit D - Form of Prepayment Notice

Schedule 2.01 - Commitments

Schedule 2.18(i) - Fronting Bank LC Limits

Schedule 5.13 - Restrictive Agreements

<PAGE>

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this

"AGREEMENT"), dated as of March 31, 2005, among TXU Energy

Company LLC, a Delaware limited liability company ("ENERGY"),

TXU Electric Delivery Company, a Texas corporation ("DELIVERY"

and, together with Energy, the "BORROWERS", and each

individually, a "BORROWER"), the lenders listed in Schedule

2.01 (together with their successors and assigns, the

"LENDERS"), JPMorgan Chase Bank, N.A. ("JPMORGAN CHASE"), as

administrative agent for the Lenders (in such capacity, the

"Agent") and as a fronting bank for letters of credit issued

hereunder, and Citibank, N.A., Wachovia Bank, National

Association, Bank of America N.A. and Calyon New York Branch,

as fronting banks for letters of credit issued hereunder.

The Lenders and the Fronting Banks have previously provided the Original

Agreement (as defined below) for the making of loans to the Borrowers and the

issuance of letters of credit to beneficiaries designated by the Borrowers in an

aggregate amount not in excess of $2,500,000,000. The Lenders and the Fronting

Banks have agreed to amend and restate such credit facility on the terms and

conditions set forth herein, and JPMorgan Chase has agreed to continue to act as

Agent under such amended and restated credit facility on behalf of the Lenders

and the Fronting Banks.

Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

SECTION 1.01. DEFINED TERMS.

As used in this Agreement, the following terms shall have the meanings

specified below:

"ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

"ABR LOAN" shall mean any Loan bearing interest at a rate

determined by reference to the Alternate Base Rate in accordance with

the provisions of Article II or any Eurodollar Loan converted (pursuant

to Section 2.03, 2.07 or 2.11(a)(ii)) to a loan bearing interest at a

rate determined by reference to the Alternate Base Rate.

"ACQUISITION DATE" shall mean the date as of which a person or

group of related persons first acquires more than 30% of any

outstanding class of Voting Shares of TXU (within the meaning of

Section 13(d) or 14(d) of the Exchange Act, and the applicable rules

and regulations thereunder).

"ADMINISTRATIVE FEES" shall have the meaning assigned to such

term in Section 2.04(c).

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2

"AFFILIATE" shall mean, when used with respect to a specified

person, another person that directly or indirectly controls or is

controlled by or is under common control with the person specified.

"AGENT" shall have the meaning given such term in the preamble

hereto.

"AGREEMENT" shall have the meaning given such term in the

preamble hereto.

"ALTERNATE BASE RATE" shall mean, for any day, a rate per

annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to

the greater of (i) the Federal Funds Effective Rate in effect on such

day plus 1/2 of 1% and (ii) the Prime Rate in effect on such day. For

purposes hereof, "PRIME RATE" shall mean the rate of interest per annum

publicly announced from time to time by JPMorgan Chase as its prime

rate in effect at its principal office in New York City; each change in

the Prime Rate shall be effective on the date such change is publicly

announced as effective; and "FEDERAL FUNDS EFFECTIVE RATE" shall mean,

for any day, the weighted average of the rates on overnight Federal

funds transactions with members of the Federal Reserve System arranged

by Federal funds brokers, as released on the next succeeding Business

Day by the Federal Reserve Bank of New York, or, if such rate is not so

released for any day which is a Business Day, the arithmetic average

(rounded upwards to the next 1/100th of 1%), as determined by JPMorgan

Chase, of the quotations for the day of such transactions received by

JPMorgan Chase from three Federal funds brokers of recognized standing

selected by it. If for any reason JPMorgan Chase shall have determined

(which determination shall be conclusive absent manifest error;

provided that JPMorgan Chase shall, upon request, provide to the

applicable Borrower a certificate setting forth in reasonable detail

the basis for such determination) that it is unable to ascertain the

Federal Funds Effective Rate for any reason, including the inability of

JPMorgan Chase to obtain sufficient quotations in accordance with the

terms thereof, the Alternate Base Rate shall be determined without

regard to clause (i) of the first sentence of this definition until the

circumstances giving rise to such inability no longer exist. Any change

in the Alternate Base Rate due to a change in the Prime Rate or the

Federal Funds Effective Rate shall be effective on the effective date

of such change in the Prime Rate or the Federal Funds Effective Rate,

respectively.

"APPLICABLE COMMITMENT TERMINATION DATE" shall mean, with

respect to any Tranche A Borrowing or Tranche A Commitment, the Tranche

A Commitment Termination Date, with respect to any Tranche B Borrowing

or Tranche B Commitment, the Tranche B Commitment Termination Date, and

with respect to any Tranche C Borrowing or Tranche C Commitment, the

Tranche C Commitment Termination Date.

"APPLICABLE MARGIN" shall mean, for any Type of Loan made to

any Borrower at any time, the percentage per annum set forth below

corresponding to such Type of Loan in the column under the Applicable

Rating Level of such Borrower at such time. The Applicable Margins set

forth below with respect to each Applicable Rating Level shall be

increased with respect to Loans of each Tranche, by the percentage set

forth below in the row designated "Utilization Fee" during any period

(and for only such period) in which Outstanding Credits with respect to

such Tranche are at least 50% of the aggregate amount of the

<PAGE>

3

Commitments available with respect to such Tranche. At any time an

Event of Default has occurred and is continuing with respect to any

Borrower, the Applicable Margins set forth below for such Borrower

shall be increased for each Applicable Rating Level by 2.00%.

<TABLE>

<CAPTION>

================================================================================

Applicable Rating

Level 1 2 3 4 5

--------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>

Percentage Per Annum

--------------------------------------------------------------------------------

Eurodollar Loan 0.275% 0.350% 0.425% 0.575% 0.800%

--------------------------------------------------------------------------------

ABR Loan 0% 0% 0% 0% 0%

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Utilization Fee 0.125% 0.125% 0.125% 0.125% 0.125%

================================================================================

</TABLE>

"APPLICABLE RATING LEVEL" shall mean, for any Borrower at any

time, the level set forth below in the row next to the then applicable

Debt Ratings of such Borrower. If there is a difference of one level in

the Debt Ratings of such Borrower, then the higher Debt Rating shall be

used for purposes of determining the Applicable Rating Level for such

Borrower, and if there is a difference of more than one level in the

Debt Ratings for such Borrower, then the Debt Rating one level higher

than the lower Debt Rating will be used for purposes of determining the

Applicable Rating Level of such Borrower. Any change in the Applicable

Rating Level of any Borrower shall be effective on the date on which

the applicable rating agency announces any change in the applicable

Debt Rating of such Borrower.

<TABLE>

<CAPTION>

======================================================

S&P Debt Rating Applicable

Moody's Debt Rating Rating Level

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<S> <C>

A- or better 1

A3 or better

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BBB+ 2

Baa1

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BBB 3

Baa2

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BBB- 4

Baa3

------------------------------------------------------

Below BBB-* 5

Below Baa3*

======================================================

* or unrated

</TABLE>

"ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and

acceptance entered into by a Lender and an assignee in the form of

Exhibit A.

"AVAILABLE COMMITMENT" shall mean, with respect to any Lender,

the aggregate amount of such Lender's Tranche A Available Commitment,

<PAGE>

4

Tranche B Available Commitment and Tranche C Available Commitment.

"AVAILABLE COMMITMENTS" shall refer to the aggregate of the Lenders'

Available Commitments.

"BOARD" shall mean the Board of Governors of the Federal

Reserve System of the United States.

"BORROWER" and "BORROWERS" each shall have the meaning given

such term in the preamble hereto.

"BORROWER INFORMATION" shall have the meaning given to such

term in Section 3.05(b).

"BORROWING" shall mean any Tranche A Borrowing, Tranche B

Borrowing or Tranche C Borrowing.

"BORROWING REQUEST" shall mean a request made pursuant to

Section 2.03 in the form of Exhibit B.

"BUSINESS DAY" shall mean any day (other than a day that is a

Saturday, Sunday or legal holiday in the State of New York) on which

banks are open for business in New York City; provided, however, that,

when used in connection with a Eurodollar Loan, the term "Business Day"

shall also exclude any day on which banks are not open for dealings in

dollar deposits in the London interbank market.

"CASH COLLATERAL ACCOUNT" shall have the meaning assigned to

such term in Article VI.

a "CHANGE IN CONTROL" shall be deemed to have occurred if (i)

any person or "group" (within the meaning of Section 13(d) or 14(d) of

the Exchange Act, as amended) shall acquire beneficial ownership of

more than 30% of any outstanding class of Voting Shares of TXU unless

such acquisition shall have been approved prior to the applicable

Acquisition Date by a majority of Disinterested Directors of TXU or

(ii) during any period of 12 consecutive months, a majority of the

members of the board of directors of TXU cease to be composed of

individuals (A) who were members of board of directors of TXU on the

first day of such period, (B) whose election or nomination to the board

of directors of TXU was approved by individuals referred to in clause

(i) above constituting at the time of such election or nomination at

least a majority of the board of directors of TXU or (C) whose election

or nomination to the board of directors of TXU was approved by

individuals referred to in clauses (i) and (ii) above constituting at

the time of such election or nomination at least a majority of the

board of directors of TXU.

"CODE" shall mean the Internal Revenue Code of 1986, as the

same may be amended from time to time.

"COMMISSION" shall mean the Public Utility Commission of the

State of Texas.

"COMMITMENT" shall mean, with respect to any Lender, the

aggregate of such Lender's Tranche A Commitment, Tranche B Commitment

and Tranche C Commitment.

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5

"CONSOLIDATED EARNINGS AVAILABLE FOR FIXED CHARGES" shall

mean, for any Borrower for any twelve-month period, (i) consolidated

net income, calculated after deducting preferred stock dividends and

preferred securities distributions of Subsidiaries of such Borrower,

but before any extraordinary items and before the effect in such

twelve-month period of any change in GAAP becoming effective after

December 31, 2003 less (ii) allowances for equity funds used during

construction to the extent that such allowances, taken as a whole,

increased such consolidated net income, plus (iii) provisions for

Federal income taxes, to the extent that such provisions, taken as a

whole, decreased such consolidated net income, plus (iv) Consolidated

Fixed Charges, less (v) revenues arising from competitive transition

charges, plus (vi) depreciation and amortization, all determined for

such twelve-month period with respect to such Borrower and its

Consolidated Subsidiaries on a consolidated basis; provided, however,

that in computing Consolidated Earnings Available for Fixed Charges for

any twelve-month period, the following shall be added to the extent

that the following decreased consolidated net income: (A) any non-cash

book losses or charges, (B) any cash charges, in an amount of up to

$500,000,000 (calculated on an aggregate basis throughout the term of

this Agreement), as a result of (1) rulings by federal or state

regulatory bodies having jurisdiction over such Borrower or its

Consolidated Subsidiaries, (2) the early retirement, repurchase or

termination of debt or other securities or financing arrangements,

including premiums, relating to liability management activities and (3)

initiatives implemented pursuant to the performance improvement

programs of TXU and its Subsidiaries as described by TXU in the Spring

of 2004, including, but not limited to, severance costs, plant or mine

closings, asset dispositions, restructuring charges and transaction

costs and (C) any losses incurred in connection with Preferred

Membership Interest Repurchases.

"CONSOLIDATED FIXED CHARGES" shall mean, for any Borrower for

any twelve-month period, the sum (without duplication) of (i) interest

expense (excluding any such expense (A) in respect of the amortization

of debt discount relating to the Preferred Membership Interests, (B)

incurred in connection with Preferred Membership Interest Repurchases,

(C) in respect of Qualified Transition Bonds (including interest rate

swaps entered into by any Qualified Transition Bond Issuer in

connection with Qualified Transition Bonds issued by such Qualified

Transition Bond Issuer), (D) in the case of Delivery, in respect of

generation-related regulatory assets to the extent reimbursed by Energy

and (E) incurred in connection with any charges, write-offs or premiums

resulting from the early retirement of debt relating to liability

management activities, in each case to the extent included in the

calculation of interest expense) and (ii) preferred stock dividends and

preferred securities distributions (excluding any such dividends or

distributions incurred in connection with Preferred Membership Interest

Repurchases), all determined for such twelve-month period with respect

to such Borrower and its Consolidated Subsidiaries on a consolidated

basis.

"CONSOLIDATED SENIOR DEBT" shall mean, for any Borrower, the

Senior Debt of such Borrower and its Consolidated Subsidiaries

determined on a consolidated basis, excluding, however, in the case of

Energy, up to $400,000,000 in the aggregate at any time of

determination of such Senior Debt described in clause (iii) of the

definition of "Senior Debt".

<PAGE>

6

"CONSOLIDATED SHAREHOLDERS' EQUITY" shall mean, for each

Borrower, the sum (without duplication) of (i) total common stock or

common members' interest plus (ii) preferred and preference stock or

preferred members' interest not subject to mandatory redemption, each

(in the case of clauses (i) and (ii)) determined with respect to such

Borrower and its Consolidated Subsidiaries on a consolidated basis,

plus (iii) Equity-Credit Preferred Securities in an aggregate

liquidation preference amount not in excess of (A) $1,000,000,000, in

the case of Energy, and (B) $850,000,000, in the case of Delivery, plus

(iv) Preferred Membership Interests; provided, however, that in

computing Consolidated Shareholders' Equity at any time, the following

shall be added to the extent that the following decreased total common

stock or common members' interest: (1) any cash and non-cash charges,

in an amount of up to $750,000,000 (calculated on an aggregate basis

throughout the term of this Agreement), as a result of (x) rulings by

federal or state regulatory bodies having jurisdiction over such

Borrower or its Consolidated Subsidiaries, (y) the early retirement,

repurchase or termination of debt or other securities or financing

arrangements, including premiums, relating to liability management

activities and (z) initiatives implemented pursuant to the performance

improvement programs of TXU and its Subsidiaries as described by TXU in

Spring 2004, including, but not limited to, severance costs, plant or

mine closings, asset dispositions, restructuring charges and

transaction costs and (2) any losses incurred in connection with

Preferred Membership Interest Repurchases.

"CONSOLIDATED SUBSIDIARY" of any person shall mean at any date

any Subsidiary or other entity the accounts of which would be

consolidated with those of such person in such person's consolidated

financial statements as of such date.

"CONSOLIDATED TOTAL CAPITALIZATION" of any Borrower shall mean

the sum of (i) Consolidated Shareholders' Equity of such Borrower and

(ii) Consolidated Senior Debt of such Borrower.

"CONTROLLED GROUP" shall mean all members of a controlled

group of corporations and all trades or businesses (whether or not

incorporated) under common control which, together with either

Borrower, are treated as a single employer under Section 414(b) or

414(c) of the Code.

"DEBT RATINGS" shall mean, with respect to any Borrower, the

ratings (whether explicit or implied) assigned by S&P and Moody's to

the senior unsecured non-credit enhanced long term debt of such

Borrower.

"DEFAULT" shall mean any event or condition, which upon

notice, lapse of time or both would constitute an Event of Default.

"DELIVERY" shall have the meaning set forth in the preamble

hereto.

"DELIVERY MORTGAGE" shall mean the Mortgage and Deed of Trust,

dated as of December 1, 1983, from TXU Electric Company to Irving Trust

Company (now The Bank of New York), Trustee, as amended and

supplemented from time to time and as assumed by Delivery.

<PAGE>

7

"DISINTERESTED DIRECTOR" shall mean any member of the board of

directors of TXU who is not affiliated, directly or indirectly, with,

or appointed by, a person or group of related persons (other than TXU,

any Subsidiary of TXU, or any pension, savings or other employee

benefit plan for the benefit of employees of TXU and/or any Subsidiary

of TXU) acquiring the beneficial ownership of more than 30% of the

outstanding Voting Shares of TXU (within the meaning of Section 13(d)

or 14(d) of the Exchange Act, and the applicable rules and regulations

thereunder) and who either was a member of the board of directors of

TXU prior to the Acquisition Date or was recommended for election by a

majority of the Disinterested Directors in office prior to the

Acquisition Date.

"DOLLARS" or "$" shall mean lawful money of the United States of

America.

"ENERGY" shall have the meaning set forth in the preamble

hereto.

"EQUITY-CREDIT PREFERRED SECURITIES" shall mean securities,

however denominated, (i) issued by any Borrower or a Consolidated

Subsidiary of any Borrower, (ii) that are not subject to mandatory

redemption or the underlying securities, if any, of which are not

subject to mandatory redemption, (iii) that are perpetual or mature no

less than 30 years from the date of issuance, (iv) the indebtedness

issued in connection with which, including any guaranty, is subordinate

in right of payment to the unsecured and unsubordinated indebtedness of

the issuer of such indebtedness or guaranty, and (v) the terms of which

permit the deferral of the payment of interest or distributions thereon

to a date occurring after the Tranche C Commitment Termination Date.

"ERISA" shall mean the Employee Retirement Income Security Act

of 1974, as the same may be amended from time to time.

"ERISA AFFILIATE" shall mean any trade or business (whether or

not incorporated) that is a member of a group of (i) organizations

described in Section 414(b) or (c) of the Code and (ii) solely for

purposes of the Lien created under Section 412(n) of the Code,

organizations described in Section 414(m) or (o) of the Code of which

the applicable Borrower is a member.

"ERISA EVENT" shall mean (i) any Reportable Event; (ii) the

adoption of any amendment to a Plan that would require the provision of

security pursuant to Section 401(a)(29) of the Code or Section 307 of

ERISA; (iii) the incurrence of any liability under Title IV of ERISA

with respect to the termination of any Plan or the withdrawal or

partial withdrawal of any Borrower or any of its ERISA Affiliates from

any Plan or Multiemployer Plan; (iv) the receipt by any Borrower or any

ERISA Affiliate from the PBGC of any notice relating to the intention

to terminate any Plan or Plans or to appoint a trustee to administer

any Plan; (v) the receipt by any Borrower or any ERISA Affiliate of any

notice concerning the imposition of Withdrawal Liability or a

determination that a Multiemployer Plan is, or is expected to be,

insolvent or in reorganization, within the meaning of Title IV of

ERISA; (vi) the occurrence of a nonexempt "prohibited transaction" as

defined in Section 4975(c) of the Code or Section 406 of ERISA with

respect to which any Borrower or any of its Subsidiaries is liable; and

<PAGE>

8

(vii) any other similar event or condition with respect to a Plan or

Multiemployer Plan that could result in liability of any Borrower other

than a liability to pay premiums or benefits when due.

"EURODOLLAR BORROWING" shall mean a Borrowing comprised of

Eurodollar Loans.

"EURODOLLAR LOAN" shall mean any Loan bearing interest at a

rate determined by reference to the LIBO Rate in accordance with the

provisions of Article II.

"EVENT OF DEFAULT" shall have the meaning assigned to such

term in Article VI.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,

as amended.

"EXTENSION OF CREDIT" shall mean (i) the making of a Loan or

(ii) the issuance of a Letter of Credit or the amendment of any Letter

of Credit having the effect of extending the stated termination date

thereof or increasing the maximum amount available to be drawn

thereunder.

"FACILITY FEE" shall have the meaning assigned to such term in

Section 2.04(a).

"FACILITY FEE PERCENTAGE" shall mean, at any time, the

percentage per annum set forth below in the column under the Applicable

Rating Level of the Borrower with the lower Applicable Rating Level at

such time.

<TABLE>

<CAPTION>

===============================================================================

Applicable

Rating Level 1 2 3 4 5

-------------------------------------------------------------------------------

Percentage Per annum

===============================================================================

<S> <C> <C> <C> <C> <C>

Facility Fee 0.100% 0.125% 0.150% 0.175% 0.200%

===============================================================================

</TABLE>

"FEDERAL FUNDS EFFECTIVE RATE" shall have the meaning set

forth in the definition of "Alternate Base Rate".

"FEES" shall mean the Facility Fee, the Administrative Fees,

the Fronting Fee, the LC Fee and any other fees provided for in the

Letter Agreements.

"FINANCIAL OFFICER" of any corporation or limited liability

company shall mean the chief financial officer, principal accounting

officer, treasurer, associate or assistant treasurer, or any

responsible officer designated by one of the foregoing persons, of such

corporation or limited liability company.

"FIRST MORTGAGE" shall mean (i) the Delivery Mortgage, (ii)

any mortgage and deed of trust entered into by Delivery in order to

refund or replace, or in substitution for, the Delivery Mortgage, and

(iii) if and for so long as any first mortgage bonds are issued and

outstanding under the Delivery Mortgage, any other indenture or

instrument of Delivery pursuant to which Delivery issues debt

securities secured directly or indirectly by (A) the Lien created by

the Delivery Mortgage and/or (B) any property of Delivery.

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9

"FRONTING BANKS" shall mean (i) JPMorgan Chase, Citibank,

N.A., Wachovia Bank, National Association, Bank of America N.A. and

Calyon New York Branch and (ii) any Affiliate of any person listed in

clause (i) and any other Lender or Affiliate of any Lender, in each

case, having a long-term credit rating acceptable to the Borrowers

(and, in the case of any such Affiliate, being otherwise reasonably

acceptable to the Borrowers) that delivers an instrument in form and

substance satisfactory to the Borrowers and the Agent whereby such

other Lender or Affiliate agrees to act as a "Fronting Bank" hereunder

and states the amount of its LC Fronting Bank Commitment.

"FRONTING FEE" shall have the meaning assigned to such term in

Section 2.04(d).

"GAAP" shall mean generally accepted accounting principles,

applied on a consistent basis.

"GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local

or foreign court or governmental agency, authority, instrumentality or

regulatory body.

"HOLDINGS" shall mean TXU US Holdings Company, a Texas

corporation, and its successors.

"INDEBTEDNESS" of any person shall mean (without duplication)

all liabilities, obligations and indebtedness (whether contingent or

otherwise) of such person (i) for borrowed money or evidenced by bonds,

indentures, notes or other similar instruments, (ii) to pay the

deferred purchase price of property or services, (iii) as lessee under

leases that are recorded as capital leases, (iv) under reimbursement

agreements or similar agreements with respect to the issuance of

letters of credit (other than obligations in respect of letters of

credit opened to provide for the payment of goods or services purchased

in the ordinary course of business), (v) in respect of Indebtedness of

others secured by (or for which the holder of such Indebtedness has an

existing right, contingent or otherwise, to be secured by) a mortgage,

lien, pledge, charge or other encumbrance on any asset of such person

(with the Indebtedness of such person described in this clause (v) to

be valued at the book value, net of accumulated depreciation, of such

asset of such person securing such Indebtedness of others), (vi) all

net payment obligations of such person in respect of interest rate swap

agreements, currency swap agreements and other similar agreements

designed to hedge against fluctuations in interest rates or foreign

exchange rates and (vii) under direct or indirect guaranties in respect

of, and to purchase or otherwise acquire, or otherwise to assure a

creditor against loss in respect of, liabilities, obligations or

indebtedness of others of the kinds referred to in clauses (i) through

(vi) above; provided, however, that for all purposes, the following

shall be excluded from the definition of "Indebtedness": (A) Qualified

Transition Bonds (including, with respect to any Borrower, interest

rate swaps entered into by any Qualified Transition Bond Issuer of such

Borrower in connection with Qualified Transition Bonds issued by such

Qualified Transition Bond Issuer), (B) amounts payable from one

Borrower to the other in connection with nuclear decommissioning costs,

retail clawback or other regulatory transition issues and (C) any

Indebtedness defeased by such person or by any Subsidiary of such

person.

<PAGE>

10

"INTEREST PAYMENT DATE" shall mean, with respect to any Loan,

the last day of the Interest Period applicable thereto and, in the case

of a Eurodollar Loan with an Interest Period of more than three months'

duration, each day that would have been an Interest Payment Date for

such Loan had successive Interest Periods of three months' duration or

90 days' duration, as the case may be, been applicable to such Loan

and, in addition, the date of any prepayment of such Loan or conversion

of such Loan to a Loan of a different Type.

"INTEREST PERIOD" shall mean (i) as to any Eurodollar

Borrowing, the period commencing on the date of such Borrowing and

ending on the numerically corresponding day (or, if there is no

numerically corresponding day, on the last day) in the calendar month

that is 1, 2, 3 or 6 months thereafter; provided that, in the case of

any Eurodollar Borrowing made during the 30-day period ending on the

Applicable Commitment Termination Date, such period may end on the

seventh or fourteenth day thereafter, as the Borrower may elect and

(ii) as to any ABR Borrowing, the period commencing on the date of such

Borrowing and ending on the earliest of (A) the next succeeding March

31, June 30, September 30 or December 31, (B) the Applicable Commitment

Termination Date, and (C) the date such Borrowing is repaid or prepaid

in accordance with Section 2.05, Section 2.08(d) or Section 2.09;

provided, however, that if any Interest Period would end on a day other

than a Business Day, such Interest Period shall be extended to the next

succeeding Business Day unless, in the case of Eurodollar Loans only,

such next succeeding Business Day would fall in the next calendar

month, in which case such Interest Period shall end on the next

preceding Business Day. Interest shall accrue from and including the

first day of an Interest Period to but excluding the last day of such

Interest Period.

"JPMORGAN CHASE" shall have the meaning given such term in the

preamble hereto.

"LC FEE" shall have the meaning assigned to such term in

Section 2.04(d).

"LC FRONTING BANK COMMITMENT" shall mean, with respect to any

Fronting Bank, the aggregate of such Fronting Bank's Tranche A LC

Fronting Bank Commitment, Tranche B LC Fronting Bank Commitment and

Tranche C LC Fronting Bank Commitment. With respect to each person that

is a Fronting Bank on the date hereof, such Fronting Bank's LC Fronting

Bank Commitment shall equal such Fronting Bank's "LC Fronting Bank

Commitment" listed on Schedule 2.17(i) and, with respect to any person

that becomes a Fronting Bank after the date hereof, such person's LC

Fronting Bank Commitment shall equal the amount agreed upon between the

Borrower and such person at the time such person becomes a Fronting

Bank.

"LC OUTSTANDINGS" shall mean, on any date of determination,

the Tranche A LC Outstandings, Tranche B LC Outstandings and Tranche C

LC Outstandings on such date.

"LC PAYMENT NOTICE" shall have the meaning assigned to such

term in Section 2.17(d).

<PAGE>

11

"LENDERS" shall have the meaning given such term in the

preamble hereto.

"LETTER AGREEMENTS" shall mean (i) the Commitment Letter, dated

February 25, 2005, among the Borrowers, J.P. Morgan Securities, Inc.,

JPMorgan Chase, Citigroup Global Markets Inc. and Citibank, N.A. and

(ii) the Fee Letter, dated February 25, 2005, among Energy, J.P.

Morgan Securities, Inc., JPMorgan Chase, Citigroup Global Markets Inc.

and Citibank, N.A., each as amended, modified or supplemented from

time to time.

"LETTER OF CREDIT" shall mean any Tranche A Letter of Credit,

Tranche B Letter of Credit or Tranche C Letter of Credit.

"LIBO RATE" shall mean, with respect to any Eurodollar

Borrowing for any Interest Period, the rate appearing on Page 3750 of

the Telerate Service (or on any successor or substitute page of such

service, or any successor to or substitute for such service, providing

rate quotations comparable to those currently provided on such page of

such service, as determined by JPMorgan Chase from time to time for

purposes of providing quotations of interest rates applicable to dollar

deposits in the London interbank market) at approximately 11:00 a.m.,

London time, two Business Days prior to the commencement of such

Interest Period as the rate for dollar deposits with a maturity

comparable to such Interest Period. In the event that such rate is not

available at such time for any reason, then the "LIBO RATE" with

respect to such Eurodollar Borrowing for such Interest Period shall be

the rate at which dollar deposits of $5,000,000 and for a maturity

comparable to such Interest Period are offered by the principal London

office of JPMorgan Chase in immediately available funds in the London

interbank market at approximately 11:00 a.m. London time, two Business

Days prior to the commencement of such Interest Period.

"LIEN" shall mean, with respect to any asset, any mortgage,

lien, pledge, charge, security interest or encumbrance of any kind in

respect of such asset. For the purposes of this Agreement, any person

shall be deemed to own subject to a Lien any asset which it has

acquired or holds subject to the interest of a vendor or lessor under

any conditional sale agreement, capital lease or other title retention

agreement relating to such asset.

"LOAN" shall mean any Tranche A Loan, Tranche B Loan or

Tranche C Loan.

"MARGIN REGULATIONS" shall mean Regulations T, U and X of the

Board as from time to time in effect, and all official rulings and

interpretations thereunder or thereof.

"MARGIN STOCK" shall have the meaning given such term under

Regulation U of the Board.

"MATERIAL ADVERSE CHANGE" shall mean, with respect to any

Borrower, a materially adverse change in the business, assets,

operations or financial condition of such Borrower and its Subsidiaries

taken as a whole that makes such Borrower unable to perform any of its

obligations under this Agreement or that impairs the rights of, or

benefits available to, the Lenders or any Fronting Bank under this

Agreement.

<PAGE>

12

"MOODY'S" shall mean Moody's Investors Service, Inc.

"MULTIEMPLOYER PLAN" shall mean a multiemployer plan as

defined in Section 4001(a)(3) of ERISA to which any Borrower or any

ERISA Affiliate is making, or accruing an obligation to make,

contributions, or has within any of the preceding five plan years made,

or accrued an obligation to make, contributions.

"OPERATING AGREEMENTS" shall mean (i) the Operating Agreement,

dated April 28, 1978, as amended by the Modification of Operating

Agreement, dated April 20, 1979, among TXU Mining and Holdings

(formerly TXU Electric Company, successor to Dallas Power & Light

Company, Texas Electric Service Company and Texas Power & Light

Company) and Energy, TXU Energy Retail Company LP and TXU Generation

Company LP (pursuant to the Assumption Agreement, dated December 31,

2001, by and among Holdings, Energy, TXU Energy Retail Company LP and

TXU Generation Company LP) ("TXU Mining Operating Agreement"), and as

it may be amended from time to time, or (ii) the Operating Agreement,

dated December 15, 1976, between TXU Fuel and Dallas Power & Light

Company, Texas Electric Service Company and Texas Power & Light Company

("TXU Fuel Operating Agreement"), as it may be amended from time to

time; provided that no amendment of the TXU Mining Operating Agreement

or the TXU Fuel Operating Agreement shall increase the scope of any

Lien permitted under Section 5.10(j).

"ORIGINAL AGREEMENT" shall mean that certain Revolving Credit

Agreement, dated as of June 24, 2004, among the Borrowers, as

borrowers, the lenders party thereto, JPMorgan Chase Bank, as agent and

as a fronting bank, and Citibank, N.A., as a fronting bank.

"OUTSTANDING CREDITS" shall mean, on any date of

determination, the aggregate amount of the Tranche A Outstanding

Credits, the Tranche B Outstanding Credits and the Tranche C

Outstanding Credits on such date.

"PBGC" shall mean the Pension Benefit Guaranty Corporation or

any entity succeeding to any or all of its functions under ERISA.

"PERCENTAGE" shall mean, for any Lender on any date of

determination, the percentage obtained by dividing such Lender's

Commitment on such date by the Total Commitment on such date and, for

any Lender with respect to such Lender's Tranche A Commitment, Tranche

B Commitment or Tranche C Commitment on any date of determination, the

percentage obtained by dividing the relevant Commitment of such Lender

by the Tranche A Commitments, Tranche B Commitments or Tranche C

Commitments, as applicable.

"PERMITTED ENCUMBRANCES" shall mean, as to any person at any

date, any of the following:

(a) (i) Liens for taxes, assessments or governmental charges not

then delinquent and Liens for workers' compensation awards and similar

obligations not then delinquent and undetermined Liens or charges

incidental to construction, Liens for taxes, assessments or

<PAGE>

13

governmental charges then delinquent but the validity of which is

being contested at the time by such person in good faith against which

an adequate reserve has been established, with respect to which levy

and execution thereon have been stayed and continue to be stayed and

that do not impair the use of the property or the operation of such

person's business, (ii) Liens incurred or created in connection with

or to secure the performance of bids, tenders, contracts (other than

for the payment of money), leases, statutory obligations, surety bonds

or appeal bonds, and mechanics' or materialmen's Liens, assessments or

similar encumbrances, the existence of which does not impair the use

of the property subject thereto for the purposes for which it was

acquired, and other Liens of like nature incurred or created in the

ordinary course of business;

(b) Liens securing indebtedness, neither assumed nor guaranteed

by such person nor on which it customarily pays interest, existing

upon real estate or rights in or relating to real estate acquired by

such person for any substation, transmission line, transportation

line, distribution line, right of way or similar purpose;

(c) rights reserved to or vested in any municipality or public

authority by the terms of any right, power, franchise, grant, license

or permit, or by any provision of law, to terminate such right, power,

franchise, grant, license or permit or to purchase or recapture or to

designate a purchaser of any of the property of such person;

(d) rights reserved to or vested in others to take or receive any

part of the power, gas, oil, coal, lignite or other minerals or timber

generated, developed, manufactured or produced by, or grown on, or

acquired with, any property of such person and Liens upon the

production from property of power, gas, oil, coal, lignite or other

minerals or timber, and the by-products and proceeds thereof, to

secure the obligations to pay all or a part of the expenses of

exploration, drilling, mining or development of such property only out

of such production or proceeds;

(e) easements, restrictions, exceptions or reservations in any

property and/or rights of way of such person for the purpose of roads,

pipe lines, substations, transmission lines, transportation lines,

distribution lines, removal of oil, gas, lignite, coal or other

minerals or timber, and other like purposes, or for the joint or

common use of real property, rights of way, facilities and/or

equipment, and defects, irregularities and deficiencies in titles of

any property and/or rights of way, which do not materially impair the

use of such property and/or rights of way for the purposes for which

such property and/or rights of way are held by such person;

(f) rights reserved to or vested in any municipality or public

authority to use, control or regulate any property of such person;

(g) any obligations or duties, affecting the property of such

person, to any municipality or public authority with respect to any

franchise, grant, license or permit;

(h) as of any particular time any controls, Liens, restrictions,

regulations, easements, exceptions or reservations of any municipality

or public authority applying particularly to space satellites or

nuclear fuel;

<PAGE>

14

(i) any judgment Lien against such person securing a judgment for

an amount not exceeding 25% of Consolidated Shareholders' Equity of

such person, so long as the finality of such judgment is being

contested by appropriate proceedings conducted in good faith and

execution thereon is stayed;

(j) any Lien arising by reason of deposits with or giving of any

form of security to any federal, state, municipal or other

governmental department, commission, board, bureau, agency or

instrumentality, domestic or foreign, for any purpose at any time as

required by law or governmental regulation as a condition to the

transaction of any business or the exercise of any privilege or

license, or to enable such person to maintain self-insurance or to

participate in any fund for liability on any insurance risks or in

connection with workers' compensation, unemployment insurance, old age

pensions or other social security or to share in the privileges or

benefits required for companies participating in such arrangements; or

(k) any landlords' Lien on fixtures or movable property located

on premises leased by such person in the ordinary course of business

so long as the rent secured thereby is not in default.

"PERSON" shall mean any natural person, corporation, business

trust, joint venture, association, company, limited liability company,

partnership or government, or any agency or political subdivision

thereof.

"PLAN" shall mean any employee pension benefit plan described

under Section 3(2) of ERISA (other than a Multiemployer Plan) subject

to the provisions of Title IV of ERISA that is maintained by any

Borrower or any ERISA Affiliate.

"PREFERRED MEMBERSHIP INTEREST REPURCHASES" shall mean the

repurchase by TXU of Preferred Membership Interests and any subsequent

purchase or purchases of Preferred Membership Interests by any

affiliate of TXU.

"PREFERRED MEMBERSHIP INTERESTS" shall mean the $750,000,000

aggregate liquidation preference amount of exchangeable preferred

membership interests in Energy.

"PREPAYMENT NOTICE" shall have the meaning given such term in

Section 2.09(a).

"QUALIFIED TRANSITION BOND ISSUER" shall mean, with respect to any

Borrower, (i) TXU Electric Delivery Transition Bond Company LLC (formerly

known as Oncor Electric Delivery Transition Bond Company LLC), (ii) such

Borrower, (iii) a Subsidiary of such Borrower formed and operating solely

for the purpose of (A) purchasing and owning transition property created

under a "financing order" (as such term is defined in the Texas Utilities

Code) issued by the Commission, (B) issuing such securities pursuant to

such order, (C) pledging its interests in such transition property to

secure such securities and (D) engaging in activities ancillary to those

described in (A), (B) and (C) or (iv) any directly or indirectly held

Subsidiary of such Borrower formed and operating for purposes that include

owning TXU Electric Delivery Transition Bond Company LLC.

<PAGE>

15

"QUALIFIED TRANSITION BONDS" of any Borrower shall mean securities,

however denominated, that are (i) issued by a Qualified Transition Bond

Issuer of such Borrower, (ii) secured by or otherwise payable from

transition charges authorized pursuant to the financing order referred to

in clause (iii)(A) of the definition of "Qualified Transition Bond Issuer",

and (iii) non-recourse to such Borrower or any of its Consolidated

Subsidiaries (other than the issuer of such securities).

"REGISTER" shall have the meaning given such term in Section 8.04(d).

"REPORTABLE EVENT" shall mean any reportable event as defined in

Sections 4043(c)(1)-(8) of ERISA or the regulations issued thereunder

(other than a reportable event for which the 30 day notice requirement has

been waived) with respect to a Plan (other than a Plan maintained by an

ERISA Affiliate that is considered an ERISA Affiliate only pursuant to

subsection (m) or (o) of Code Section 414).

"REQUEST FOR ISSUANCE" shall mean a request for issuance of a Letter

of Credit pursuant to Section 2.17(a), in a form substantially similar to

Exhibit C-1, if JPMorgan Chase is the applicable Fronting Bank, C-2, if

Citibank, N.A. is the applicable Fronting Bank, and, in the case of any

other Fronting Bank, the form that is customary for such Fronting Bank.

"REQUIRED LENDERS" shall mean, at any time, Lenders having Commitments

representing in excess of 50% of the Total Commitment or, (i) for purposes

of acceleration pursuant to clause (ii) of the first paragraph of Article

VI, or (ii) if the Total Commitment has been terminated, Lenders with

Outstanding Credits in excess of 50% of the aggregate amount of Outstanding

Credits.

"RESPONSIBLE OFFICER" of any corporation shall mean any executive

officer or Financial Officer of such corporation and any other officer or

similar official thereof responsible for the administration of the

obligations of such corporation in respect of this Agreement.

"S&P" shall mean Standard & Poor's Ratings Services (a division of The

McGraw-Hill Companies, Inc.).

"SEC" shall mean the Securities and Exchange Commission.

"SENIOR DEBT" of any person shall mean (without duplication) (i) all

Indebtedness of such person described in clauses (i) through (iii) of the

definition of "Indebtedness", (ii) all Indebtedness of such person

described in clause (iv) of the definition of "Indebtedness" in respect of

unreimbursed drawings under letters of credit described in such clause

(iv), and (iii) all direct or indirect guaranties of such person in respect

of, and to purchase or otherwise acquire, or otherwise to assure a creditor

against loss in respect of, liabilities, obligations or indebtedness of

others of the kinds referred to in clauses (i) and (ii) above; provided,

however, that in calculating "Senior Debt" of any Borrower, (A) the

aggregate amount of Preferred Membership Interests outstanding shall be

excluded and (B) any amount of Equity Credit-Preferred Securities not

included in the definition of "Consolidated Shareholders Equity" shall be

included.

<PAGE>

16

"SIGNIFICANT DISPOSITION" shall mean a sale, lease, disposition or

other transfer by a person, or any Subsidiary of such person, during any

12-month period commencing on or after the date hereof, of assets

constituting, either individually or in the aggregate with all other assets

sold, leased, disposed or otherwise transferred by such person or any

Subsidiary thereof during such period, 10% or more of the assets of such

person and its Subsidiaries taken as a whole, excluding any such sale,

lease, disposition or other transfer to a Wholly Owned Subsidiary of such

person.

"SIGNIFICANT SUBSIDIARY" shall mean, with respect to any Borrower at

any time, any Subsidiary of such Borrower that as of such time has total

assets in excess of 10% of the total assets of such Borrower and its

Consolidated Subsidiaries.

"SOLVENT" shall mean, with respect to any person as of a particular

date, that on such date such person is able to pay its debts and other

liabilities, contingent obligations and other commitments as they mature in

the normal course of business. In computing the amount of contingent

liabilities at any time, it is intended that such liabilities will be

computed as the amount which, in light of all the facts and circumstances

existing at such time, represents the amount that can reasonably be

expected to become an actual or matured liability.

"STATED AMOUNT" shall mean the maximum amount available to be drawn by

a beneficiary under a Letter of Credit.

"SUBSIDIARY" shall mean, with respect to any person (the "PARENT"),

any corporation or other entity of which securities or other ownership

interests having ordinary voting power to elect a majority of the board of

directors or other persons performing similar functions are at the time

directly or indirectly owned by such parent; provided, however, that

Qualified Transition Bond Issuers and Subsidiaries of Qualified Transition

Bond Issuers shall not be deemed to be Subsidiaries of any Borrower.

"SUBSTANTIAL" shall mean, for any Borrower, an amount in excess of 10%

of the consolidated assets of such Borrower and its Consolidated

Subsidiaries taken as a whole.

"TOTAL COMMITMENT" shall mean, at any time, the aggregate amount of

Commitments of all the Lenders, as in effect at such time. The initial

amount of the Total Commitment is $3,500,000,000.

"TRANCHE" shall mean, with respect to the Commitments, the Tranche A

Commitments, Tranche B Commitments or Tranche C Commitments, as applicable,

and with respect to any Outstanding Credit, any Tranche A Loan, Tranche B

Loan, Tranche C Loan, Tranche A Letter of Credit, Tranche B Letter of

Credit or Tranche C Letter of Credit, as applicable.

"TRANCHE A AVAILABLE COMMITMENT" shall mean, for each Lender, the

excess of such Lender's Tranche A Commitment over such Lender's Tranche A

Outstanding Credits. "TRANCHE A AVAILABLE Commitments" shall refer to the

aggregate of the Lenders' Tranche A Available Commitments hereunder.

<PAGE>

17

"TRANCHE A BORROWING" shall mean a group of Tranche A Loans of a

single Type made by the Lenders on a single date and as to which a single

Interest Period is in effect.

"TRANCHE A COMMITMENT" shall mean, with respect to any Lender, the

commitment of such Lender set forth in Schedule 2.01 hereto to make Tranche

A Loans and to purchase participations in Tranche A Letters of Credit, as

such Tranche A Commitment may be permanently terminated or reduced from

time to time pursuant to Section 2.08 or modified from time to time

pursuant to Section 8.04. The Tranche A Commitment of each Lender shall

automatically and permanently terminate on the Tranche A Commitment

Termination Date if not terminated earlier pursuant to the terms hereof.

"TRANCHE A COMMITMENTS" shall mean the aggregate of the Lenders' Tranche A

Commitments.

"TRANCHE A COMMITMENT TERMINATION DATE" shall mean March 31, 2010.

"TRANCHE A LC FRONTING BANK COMMITMENT" shall mean, with respect to

any Fronting Bank, the aggregate stated amount of all Tranche A Letters of

Credit that such Fronting Bank agrees to issue hereunder, as modified from

time to time pursuant to agreement among such Fronting Bank, the Borrowers

and the Agent.

"TRANCHE A LC OUTSTANDINGS" shall mean, on any date of determination,

the sum of (i) the undrawn stated amounts of all Tranche A Letters of

Credit that are outstanding on such date and (ii) the aggregate principal

amount of all unpaid reimbursement obligations of the Borrowers on such

date with respect to payments made by the Fronting Banks under Tranche A

Letters of Credit (excluding reimbursement obligations that have been

repaid with the proceeds of any Loan). A Lender's "Tranche A LC

Outstandings" shall mean such Lender's participation interest in undrawn

Tranche A Letters of Credit and its Percentage of all unpaid reimbursement

obligations in respect of the Tranche A Letters of Credit.

"TRANCHE A LETTER OF CREDIT" shall mean a letter of credit that is

issued by a Fronting Bank pursuant to a Request for Issuance specifying

that such letter of credit is to use the Tranche A Commitments, as such

letter of credit may from time to time be amended, modified or extended in

accordance with the terms of this Agreement.

"TRANCHE A LOAN" shall mean a revolving loan made pursuant to Section

2.02(a)(i), whether made as a Eurodollar Loan or as an ABR Loan.

"TRANCHE A OUTSTANDING CREDITS" of any Lender shall mean, on any date

of determination, an amount equal to (i) the aggregate principal amount of

all outstanding Tranche A Loans made by such Lender plus (ii) such Lender's

Tranche A LC Outstandings on such date.

"TRANCHE B AVAILABLE COMMITMENT" shall mean, for each Lender, the

excess of such Lender's Tranche B Commitment over such Lender's Tranche B

Outstanding Credits. "TRANCHE B AVAILABLE Commitments" shall refer to the

aggregate of the Lenders' Tranche B Available Commitments hereunder.

<PAGE>

18

"TRANCHE B BORROWING" shall mean a group of Tranche B Loans of a

single Type made by the Lenders on a single date and as to which a single

Interest Period is in effect.

"TRANCHE B COMMITMENT" shall mean, with respect to any Lender, the

commitment of such Lender set forth in Schedule 2.01 hereto to make Tranche

B Loans and to purchase participations in Tranche B Letters of Credit, as

such Tranche B Commitment may be permanently terminated or reduced from

time to time pursuant to Section 2.08 or modified from time to time

pursuant to Section 8.04. The Tranche B Commitment of each Lender shall

automatically and permanently terminate on the Tranche B Commitment

Termination Date if not terminated earlier pursuant to the terms hereof.

"TRANCHE B COMMITMENTS" shall mean the aggregate of the Lenders' Tranche B

Commitments.

"TRANCHE B COMMITMENT TERMINATION DATE" shall mean June 24, 2008.

"TRANCHE B LC FRONTING BANK COMMITMENT" shall mean, with respect to

any Fronting Bank, the aggregate stated amount of all Tranche B Letters of

Credit that such Fronting Bank agrees to issue hereunder, as modified from

time to time pursuant to agreement among such Fronting Bank, the Borrowers

and the Agent.

"TRANCHE B LC OUTSTANDINGS" shall mean, on any date of determination,

the sum of (i) the undrawn stated amounts of all Tranche B Letters of

Credit that are outstanding on such date and (ii) the aggregate principal

amount of all unpaid reimbursement obligations of the Borrowers on such

date with respect to payments made by the Fronting Banks under Tranche B

Letters of Credit (excluding reimbursement obligations that have been

repaid with the proceeds of any Loan). A Lender's "Tranche B LC

Outstandings" shall mean such Lender's participation interest in undrawn

Tranche B Letters of Credit and its Percentage of all unpaid reimbursement

obligations in respect of the Tranche B Letters of Credit.

"TRANCHE B LETTER OF CREDIT" shall mean a letter of credit that is

issued by a Fronting Bank pursuant to a Request for Issuance specifying

that such letter of credit is to use the Tranche B Commitments, as such

letter of credit may from time to time be amended, modified or extended in

accordance with the terms of this Agreement.

"TRANCHE B LOAN" shall mean a revolving loan made pursuant to Section

2.02(a)(ii), whether made as a Eurodollar Loan or as an ABR Loan.

"TRANCHE B OUTSTANDING CREDITS" of any Lender shall mean, on any date

of determination, an amount equal to (i) the aggregate principal amount of

all outstanding Tranche B Loans made by such Lender plus (ii) such Lender's

Tranche B LC Outstandings on such date.

"TRANCHE C AVAILABLE COMMITMENT" shall mean, for each Lender, the

excess of such Lender's Tranche C Commitment over such Lender's Tranche C

Outstanding Credits. "TRANCHE C AVAILABLE Commitments" shall refer to the

aggregate of the Lenders' Tranche C Available Commitments hereunder.

<PAGE>

19

"TRANCHE C BORROWING" shall mean a group of Tranche C Loans of a

single Type made by the Lenders on a single date and as to which a single

Interest Period is in effect.

"TRANCHE C COMMITMENT" shall mean, with respect to any Lender, the

commitment of such Lender set forth in Schedule 2.01 hereto to make Tranche

C Loans and to purchase participations in Tranche C Letters of Credit, as

such Tranche C Commitment may be permanently terminated or reduced from

time to time pursuant to Section 2.08 or modified from time to time

pursuant to Section 8.04. The Tranche C Commitment of each Lender shall

automatically and permanently terminate on the Tranche C Commitment

Termination Date if not terminated earlier pursuant to the terms hereof.

"TRANCHE C COMMITMENTS" shall mean the aggregate of the Lenders' Tranche C

Commitments.

"TRANCHE C COMMITMENT TERMINATION DATE" shall mean June 24, 2010.

"TRANCHE C LC FRONTING BANK COMMITMENT" shall mean, with respect to

any Fronting Bank, the aggregate stated amount of all Tranche C Letters of

Credit that such Fronting Bank agrees to issue hereunder, as modified from

time to time pursuant to agreement among such Fronting Bank, the Borrowers

and the Agent.

"TRANCHE C LC OUTSTANDINGS" shall mean, on any date of determination,

the sum of (i) the undrawn stated amounts of all Tranche C Letters of

Credit that are outstanding on such date and (ii) the aggregate principal

amount of all unpaid reimbursement obligations of the Borrowers on such

date with respect to payments made by the Fronting Banks under Tranche C

Letters of Credit (excluding reimbursement obligations that have been

repaid with the proceeds of any Loan). A Lender's "Tranche C LC

Outstandings" shall mean such Lender's participation interest in undrawn

Tranche C Letters of Credit and its Percentage of all unpaid reimbursement

obligations in respect of the Tranche C Letters of Credit.

"TRANCHE C LETTER OF CREDIT" shall mean a letter of credit that is

issued by a Fronting Bank pursuant to a Request for Issuance specifying

that such letter of credit is to use the Tranche C Commitments, as such

letter of credit may from time to time be amended, modified or extended in

accordance with the terms of this Agreement.

"TRANCHE C LOAN" shall mean a revolving loan made pursuant to Section

2.02(a)(iii), whether made as a Eurodollar Loan or as an ABR Loan.

"TRANCHE C OUTSTANDING CREDITS" of any Lender shall mean, on any date

of determination, an amount equal to (i) the aggregate principal amount of

all outstanding Tranche C Loans made by such Lender plus (ii) such Lender's

Tranche C LC Outstandings on such date.

"TXU" shall mean TXU Corp., a Texas corporation, and its successors.

"TXU FUEL" shall mean TXU Fuel Company, a Texas corporation, and its

successors.

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20

"TXU MINING" shall mean TXU Mining Company LP, a Texas limited

partnership, and its successors.

"TYPE", when used in respect of any Loan or Borrowing, shall refer to

the Rate by reference to which interest on such Loan or on the Loans

comprising such Borrowing is determined. For purposes hereof, "RATE" shall

include the LIBO Rate and the Alternate Base Rate.

"VOTING SHARES" shall mean, as to shares or other equity interests of

a particular corporation or other type of person, outstanding shares of

stock or other equity interests of any class of such corporation or other

person entitled to vote in the election of directors or other comparable

managers of such person, excluding shares or other interests entitled so to

vote only upon the happening of some contingency.

"WHOLLY OWNED SUBSIDIARY" of any person shall mean any Consolidated

Subsidiary of such person all the shares of common stock and other voting

capital stock or other voting ownership interests having ordinary voting

power to vote in the election of the board of directors or other governing

body performing similar functions (except directors' qualifying shares) of

which are at the time directly or indirectly owned by such person.

"WITHDRAWAL LIABILITY" shall mean liability of a Borrower established

under Section 4201 of ERISA as a result of a complete or partial withdrawal

from a Multiemployer Plan, as such terms are defined in Part I of Subtitle

E of Title IV of ERISA.

SECTION 1.02. TERMS GENERALLY.

The definitions in Section 1.01 shall apply equally to both the singular and

plural forms of the terms defined. Whenever the context may require, any pronoun

shall include the corresponding masculine, feminine and neuter forms. The words

"include," "includes" and "including" shall be deemed to be followed by the

phrase "without limitation." All references herein to Articles, Sections,

Exhibits and Schedules shall be deemed references to Articles and Sections of,

and Exhibits and Schedules to, this Agreement unless the context shall otherwise

require. Except as otherwise expressly provided herein, all terms of an

accounting or financial nature shall be construed in accordance with GAAP, as in

effect from time to time; provided, however, that for purposes of determining

compliance with any covenant set forth in Article V, such terms shall be

construed in accordance with GAAP as in effect on the date hereof applied on a

basis consistent with the application used in preparing any Borrower's audited

financial statements referred to in Section 3.05.

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21

ARTICLE II

THE CREDITS

SECTION 2.01. COMMITMENTS.

(a) Subject to the terms and conditions and relying upon the representa-

tions and warranties herein set forth, each Lender and each Fronting Bank (as

applicable) agrees, severally and not jointly, as follows: (i) each Lender

agrees to make Tranche A Loans to any Borrower at any time and from time to time

until the Tranche A Commitment Termination Date up to the amount of such

Lender's Tranche A Available Commitment, each Fronting Bank agrees to issue

Tranche A Letters of Credit for the account of any Borrower at any time and from

time to time until the fifth Business Day preceding the Tranche A Commitment

Termination Date in an aggregate stated amount at any time outstanding not to

exceed such Fronting Bank's Tranche A LC Fronting Bank Commitment, and each

Lender agrees to purchase participations in such Letters of Credit as more fully

set forth in Section 2.17; (ii) each Lender agrees to make Tranche B Loans to

any Borrower at any time and from time to time until the Tranche B Commitment

Termination Date up to the amount of such Lender's Tranche B Available

Commitment, each Fronting Bank agrees to issue Tranche B Letters of Credit for

the account of any Borrower at any time and from time to time until the fifth

Business Day preceding the Tranche B Commitment Termination Date in an aggregate

stated amount at any time outstanding not to exceed such Fronting Bank's Tranche

B LC Fronting Bank Commitment, and each Lender agrees to purchase participations

in such Letters of Credit as more fully set forth in Section 2.17; and (iii)

each Lender agrees to make Tranche C Loans to any Borrower at any time and from

time to time until the Tranche C Commitment Termination Date up to the amount of

such Lender's Tranche C Available Commitment, each Fronting Bank agrees to issue

Tranche C Letters of Credit for the account of any Borrower at any time and from

time to time until the fifth Business Day preceding the Tranche C Available

Commitment Date in an aggregate stated amount at any time outstanding not to

exceed such Fronting Bank's Tranche C LC Fronting Bank Commitment, and each

Lender agrees to purchase participations in such Letters of Credit as more fully

set forth in Section 2.17. Notwithstanding the foregoing, at no time shall (A)

the Outstanding Credits for any Tranche exceed the aggregate amount of the

Lenders' Commitments for such Tranche, (B) any Lender's Outstanding Credits for

any Tranche exceed the amount of such Lender's Commitment for such Tranche, (C)

any Fronting Bank make any Extension of Credit relating to a Letter of Credit if

such Extension of Credit would cause (x) the aggregate amount of Outstanding

Credits for any Tranche to exceed the aggregate amount of the Lenders'

Commitments for such Tranche, or (y) the aggregate LC Outstandings for such

Tranche relating to such Fronting Bank to exceed such Fronting Bank's LC

Fronting Bank Commitment for such Tranche and (D) any Extension of Credit be

made to Delivery if such Extension of Credit would cause the amount of

Outstanding Credits to Delivery to exceed $2,800,000,000.

(b) Within the foregoing limits, the Borrowers may borrow, pay or prepay

Loans of any Tranche and request new Extensions of Credit of any Tranche on and

after the date hereof and prior to the Applicable Commitment Termination Date

subject to the terms, conditions and limitations set forth herein.

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22

SECTION 2.02. LOANS.

(a) Each (i) Tranche A Loan shall be made as part of a Borrowing consisting

of Tranche A Loans made by the Lenders ratably in accordance with their

respective Tranche A Commitments, (ii) Tranche B Loan shall be made as part of a

Borrowing consisting of Tranche B Loans made by the Lenders ratably in

accordance with their respective Tranche B Commitments and (iii) Tranche C Loan

shall be made as part of a Borrowing consisting of Tranche C Loans made by the

Lenders ratably in accordance with their respective Tranche C Commitments;

provided, however, that the failure of any Lender to make any Loan shall not in

itself relieve any other Lender of its obligation to lend hereunder (it being

understood, however, that no Lender shall be responsible for the failure of any

other Lender to make any Loan required to be made by such other Lender). The

Loans comprising any Borrowing shall be in an aggregate principal amount that is

an integral multiple of $5,000,000 and not less than $25,000,000 (or an

aggregate principal amount equal to the remaining balance of the Available

Commitments).

(b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR

Loans, as the applicable Borrower may request pursuant to Section 2.03. Each

Lender may at its option make any Eurodollar Loan by causing any domestic or

foreign branch or Affiliate of such Lender to make such Loan; provided that any

exercise of such option shall not affect the obligation of any Borrower to repay

such Loan in accordance with the terms of this Agreement. Borrowings of more

than one Type may be outstanding at the same time.

(c) Subject to subsection (d) below, each Lender shall make each Loan to be

made by it hereunder on the proposed date thereof by wire transfer of

immediately available funds to the Agent in New York, New York, not later than

noon, New York City time, and the Agent shall by 2:00 p.m., New York City time,

credit the amounts so received to the account or accounts specified from time to

time in one or more notices delivered by the applicable Borrower to the Agent

or, if a Borrowing shall not occur on such date because any condition precedent

herein specified shall not have been met, return the amounts so received to the

respective Lenders. Loans shall be made by the Lenders pro rata in accordance

with Section 2.12. Unless the Agent shall have received notice from a Lender

prior to the date of any Borrowing that such Lender will not make available to

the Agent such Lender's portion of such Borrowing, the Agent may assume that

such Lender has made such portion available to the Agent on the date of such

Borrowing in accordance with this subsection (c) and the Agent may, in reliance

upon such assumption, make available to the applicable Borrower on such date a

corresponding amount. If and to the extent that such Lender shall not have made

such portion available to the Agent, such Lender and the applicable Borrower

(without waiving any claim against such Lender for such Lender's failure to make

such portion available) severally agree to repay to the Agent forthwith on

demand such corresponding amount together with interest thereon, for each day

from the date such amount is made available to such Borrower until the date such

amount is repaid to the Agent, at (i) in the case of such Borrower, the interest

rate applicable at the time to the Loans comprising such Borrowing and (ii) in

the case of such Lender, the Federal Funds Effective Rate. If such Lender shall

repay to the Agent such corresponding amount, such amount shall constitute such

Lender's Loan as part of such Borrowing for purposes of this Agreement.

(d) A Borrower may refinance all or any part of any Borrowing with a

Borrowing of the same or a different Type, subject to the conditions and

limitations set forth in this Agreement.

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23

Any Borrowing or part thereof so refinanced shall be deemed to be repaid or

prepaid in accordance with Section 2.05 or 2.09, as applicable, with the

proceeds of a new Borrowing, and the proceeds of the new Borrowing, to the

extent they do not exceed the principal amount of the Borrowing being

refinanced, shall not be paid by the Lenders to the Agent or by the Agent to

such Borrower pursuant to subsection (c) above.

SECTION 2.03. BORROWING PROCEDURE.

In order to request a Borrowing, a Borrower shall hand deliver or send via

facsimile to the Agent a duly completed Borrowing Request (i) in the case of a

Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three

Business Days before such Borrowing, and (ii) in the case of an ABR Borrowing,

not later than 11:00 a.m., New York City time, one Business Day before such

Borrowing. Such notice shall be irrevocable and shall in each case specify (A)

whether the Borrowing then being requested is to be a Eurodollar Borrowing or an

ABR Borrowing, (B) the Tranche of such Borrowing, (C) the date of such Borrowing

(which shall be a Business Day) and the amount thereof, and (D) if such

Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect

thereto, which shall not end after the Applicable Commitment Termination Date.

If no election as to the Type of Borrowing is specified in any such notice, then

the requested Borrowing shall be deemed an ABR Borrowing. If no Interest Period

with respect to any Eurodollar Borrowing is specified in any such notice, then

the Borrower shall be deemed to have selected an Interest Period of one month's

duration (subject to the limitations set forth in the definition of "Interest

Period"). If a Borrower shall not have given notice in accordance with this

Section of its election to refinance a Borrowing prior to the end of the

Interest Period in effect for such Borrowing, then such Borrower shall (unless

such Borrowing is repaid at the end of such Interest Period) be deemed to have

given notice of an election to refinance such Borrowing with an ABR Borrowing.

Notwithstanding any other provision of this Agreement to the contrary, no

Borrowing shall be requested if the Interest Period with respect thereto would

end after the Applicable Commitment Termination Date. The Agent shall promptly

advise the Lenders of any notice given pursuant to this Section and of each

Lender's portion of the requested Borrowing.

SECTION 2.04. FEES.

(a) Energy agrees to pay to each Lender, through the Agent, on each March

31, June 30, September 30 and December 31 (with the first payment being due on

June 30, 2005) and on each date on which the Commitment of such Lender shall be

terminated or reduced as provided herein, a facility fee (a "FACILITY FEE"), at

a rate per annum equal to the Facility Fee Percentage from time to time in

effect on the Commitment of such Lender (without regard to usage) during the

preceding quarter (or other period commencing on the date of this Agreement or

ending on the Applicable Commitment Termination Date or any date on which the

Commitment of such Lender shall be terminated).

(b) All Facility Fees shall be computed on the basis of the actual number

of days elapsed in a year of 360 days. The Facility Fees due to each Lender

shall commence to accrue on the date of this Agreement, and shall cease to

accrue on the date of termination of such Lender's Commitment, as provided

herein.

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24

(c) Energy agrees to pay the Agent the fees from time to time payable to it

in its capacity as Agent pursuant to the Letter Agreements (the "ADMINISTRATIVE

FEES").

(d) Each Borrower for the account of which a Letter of Credit is issued

agrees to pay the Agent, for the account of the Fronting Bank that issued such

Letter of Credit, a fronting fee equal to 0.125% of the stated amount of such

Letter of Credit (a "FRONTING FEE") and such other charges with respect to such

Letter of Credit as are agreed upon with such Fronting Bank and as are

customary. Each Borrower for the account of which a Letter of Credit is issued

agrees to pay to the Agent for the account of the Lenders a fee (the "LC FEE")

on the face amount of each Letter of Credit issued by any Fronting Bank for the

account of such Borrower, calculated at a rate per annum equal to the Applicable

Margin for Eurodollar Loans (regardless of whether any such Loans are then

outstanding). All Fronting Fees and LC Fees shall be computed on the basis of

the actual number of days that each such Letter of Credit is outstanding,

assuming a year of 360 days, payable in arrears on each March 31, June 30,

September 30 and December 31, and on the date that such Letter of Credit expires

or is drawn in full.

(e) All Fees shall be paid on the dates due, in immediately available

funds, to the Agent for distribution, if and as appropriate, among the Lenders.

Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.05. REPAYMENT OF LOANS; EVIDENCE OF INDEBTEDNESS.

(a) The outstanding principal balance of each (i) Eurodollar Loan shall be

due and payable on the last day of the Interest Period applicable thereto and on

the Applicable Commitment Termination Date and (ii) ABR Loan shall be due and

payable on the Applicable Commitment Termination Date.

(b) Each Lender shall maintain in accordance with its usual practice an

account or accounts evidencing the indebtedness to such Lender resulting from

each Extension of Credit made by such Lender from time to time, including the

amounts of principal and interest payable and paid to such Lender from time to

time under this Agreement.

(c) The Agent shall maintain accounts in which it will record (i) the

amount of each Extension of Credit made hereunder, the Type of each Loan made

and the Interest Period applicable thereto, (ii) the amount of any principal or

interest due and payable or to become due and payable from each Borrower to each

Lender hereunder and (iii) the amount of any sum received by the Agent hereunder

from each Borrower and each Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to subsections (b)

and (c) above shall, to the extent permitted by applicable law, be prima facie

evidence of the existence and amounts of the obligations therein recorded;

provided, however, that the failure of any Lender or the Agent to maintain such

accounts or any error therein shall not in any manner affect the obligations of

the Borrowers to repay the Outstanding Credits in accordance with their terms.

<PAGE>

25

SECTION 2.06. INTEREST ON LOANS.

(a) The Loans comprising each Eurodollar Borrowing shall bear interest

(computed on the basis of the actual number of days elapsed over a year of 360

days) at a rate per annum equal to the LIBO Rate for the Interest Period in

effect for such Borrowing plus the Applicable Margin from time to time in effect

for Eurodollar Borrowings.

(b) The Loans comprising each ABR Borrowing shall bear interest (computed

on the basis of the actual number of days elapsed over a year of (i) 365 or 366

days, as the case may be, for periods during which the Alternate Base Rate is

determined by reference to the Prime Rate and (ii) 360 days for other periods)

at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin

from time to time in effect for ABR Borrowings.

(c) Interest on each Loan shall be payable on each Interest Payment Date

applicable to such Loan except as otherwise provided in this Agreement. The

applicable LIBO Rate or Alternate Base Rate for each Interest Period or day

within an Interest Period, as the case may be, shall be determined by JPMorgan

Chase, and such determination shall be conclusive absent manifest error;

provided that JPMorgan Chase shall, upon request, provide to the applicable

Borrower a certificate setting forth in reasonable detail the basis for such

determination.

SECTION 2.07. ALTERNATE RATE OF INTEREST.

In the event, and on each occasion, that on the day two Business Days prior

to the commencement of any Interest Period for a Eurodollar Borrowing the Agent

shall have determined (i) that dollar deposits in the principal amounts of the

Eurodollar Loans comprising such Borrowing are not generally available in the

London interbank market or (ii) that reasonable means do not exist for

ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter,

give facsimile notice of such determination to the Borrowers and the Lenders. In

the event of any such determination under clause (i) or (ii) above, until the

Agent shall have advised the Borrowers and the Lenders that the circumstances

giving rise to such notice no longer exist, any request by a Borrower for a

Eurodollar Borrowing pursuant to Section 2.03 shall be deemed to be a request

for an ABR Borrowing. In the event the Required Lenders notify the Agent that

the rates at which dollar deposits are being offered will not adequately and

fairly reflect the cost to such Lenders of making or maintaining Eurodollar

Loans during such Interest Period, the Agent shall notify the applicable

Borrower of such notice and until the Required Lenders shall have advised the

Agent that the circumstances giving rise to such notice no longer exist, any

request by such Borrower for a Eurodollar Borrowing shall be deemed a request

for an ABR Borrowing. Each determination by the Agent hereunder shall be made in

good faith and shall be conclusive absent manifest error; provided that the

Agent, shall, upon request, provide to the applicable Borrower a certificate

setting forth in reasonable detail the basis for such determination.

SECTION 2.08. TERMINATION AND REDUCTION OF COMMITMENTS.

(a) The Tranche A Commitments shall be terminated automatically on the

Tranche A Commitment Termination Date, the Tranche B Commitments shall be

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26

terminated automatically on the Tranche B Commitment Termination Date, and the

Tranche C Commitments shall be terminated automatically on the Tranche C

Commitment Termination Date.

(b) Upon at least two Business Days' prior irrevocable written notice to

the Agent, the Borrowers, acting jointly, may, without premium or penalty, at

any time in whole permanently terminate, or from time to time in part

permanently reduce, the Tranche A Commitments, Tranche B Commitments or Tranche

C Commitments; provided, however, that (i) each partial reduction of the

Commitments for any Tranche shall be in an integral multiple of $10,000,000 and

in a minimum principal amount of $10,000,000 and (ii) no such termination or

reduction shall be made that would reduce the Commitments for any Tranche to an

amount less than (1) the aggregate amount of Outstanding Credits for such

Tranche on the date of such termination or reduction (after giving effect to any

prepayment made pursuant to Section 2.09) or (2) $50,000,000, unless the result

of such termination or reduction referred to in this clause (2) is to reduce the

Commitments for such Tranche to $0. The Agent shall advise the Lenders of any

notice given pursuant to this subsection (b) and of each Lender's portion of any

such termination or reduction of the Tranche A Commitments, Tranche B

Commitments or Tranche C Commitments.

(c) Each reduction in the Commitments for any Tranche shall be made ratably

among the Lenders in accordance with their respective Commitments for such

Tranche. Energy shall pay to the Agent for the account of the Lenders, on the

date of each termination or reduction of the Commitments, the Facility Fee on

the amount of the Commitments so terminated or reduced, in each case accrued

through the date of such termination or reduction.

(d) Upon at least one Business Day's prior written notice to the Agent, any

Borrower may at any time terminate the Commitment available to it, without

premium or penalty (other than as described in Section 8.05(b)(ii)), on the date

of such termination, provided that (i) all Advances made to such Borrower shall

have been repaid or prepaid in full, all Letters of Credit issued for the

account of such Borrower shall have been cancelled and terminated and all

amounts due and owing by such Borrower hereunder shall have been paid in full

and (ii) any and all obligations of such Borrower that survive such termination

shall be assumed by the remaining Borrower. On and as of the date of termination

of the Commitment available to any Borrower pursuant to this subsection (d),

such Borrower shall be deemed no longer to be a party to this Agreement and

shall have no continuing rights or obligations hereunder and all references

herein to the Borrowers shall be deemed to be a reference to the remaining

Borrower.

SECTION 2.09. PREPAYMENT.

(a) Each Borrower shall have the right at any time and from time to time to

prepay any Borrowing, in whole or in part, upon giving a written notice

substantially in the form of Exhibit D (a "PREPAYMENT NOTICE") via facsimile (or

telephone notice promptly confirmed by facsimile) to the Agent: (i) before 11:00

a.m., New York City time, three Business Days prior to prepayment, in the case

of Eurodollar Loans, and (ii) before 11:00 a.m., New York City time, one

Business Day prior to prepayment, in the case of ABR Loans; provided, however,

that each partial prepayment shall be in an amount which is an integral multiple

of $10,000,000 and not less than $10,000,000.

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27

(b) Each Prepayment Notice shall specify the prepayment date and the

principal amount of each Borrowing (or portion thereof) to be prepaid, shall be

irrevocable and shall commit the Borrower to prepay such Borrowing (or portion

thereof) by the amount stated therein on the date stated therein. All

prepayments under this Section shall be subject to Section 8.05 but otherwise

without premium or penalty. All prepayments under this Section shall be

accompanied by accrued interest on the principal amount being prepaid to the

date of payment.

SECTION 2.10. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES.

(a) Notwithstanding any other provision herein, if after the date of this

Agreement any change in applicable law or regulation or in the interpretation or

administration thereof by any Governmental Authority charged with the

interpretation or administration thereof (whether or not having the force of

law) shall change the basis of taxation of payments to any Lender or any

Fronting Bank hereunder (except for changes in respect of taxes on the overall

net income of such Lender or such Fronting Bank (as the case may be) or its

lending office imposed by the jurisdiction in which such Lender's or such

Fronting Bank's (as the case may be) principal executive office or lending

office is located), or shall result in the imposition, modification or

applicability of any reserve, special deposit or similar requirement against

assets of, deposits with or for the account of or credit extended by any Lender

or such Fronting Bank (as the case may be) or shall result in the imposition on

any Lender, any Fronting Bank or the London interbank market of any other

condition affecting this Agreement, such Lender's Commitment or any Extension of

Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and

the result of any of the foregoing shall be to increase the cost to such Lender

or such Fronting Bank (as the case may be) of making or maintaining any

Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum

received or receivable by such Lender or such Fronting Bank (as the case may be)

hereunder (whether of principal, interest or otherwise) by an amount deemed by

such Lender or such Fronting Bank (as the case may be) to be material, then the

applicable Borrower or, if the foregoing circumstances do not relate to a

particular Borrowing, Energy shall, upon receipt of the notice and certificate

provided for in subsection (c) below promptly pay to such Lender or such

Fronting Bank (as the case may be) such additional amount or amounts as will

compensate such Lender or such Fronting Bank (as the case may be) for such

additional costs incurred or reduction suffered.

(b) If any Lender or Fronting Bank shall have determined that the adoption

of any law, rule, regulation or guideline arising out of the July 1988 report of

the Basle Committee on Banking Regulations and Supervisory Practices entitled

"International Convergence of Capital Measurement and Capital Standards," or the

adoption after the date hereof of any other law, rule, regulation or guideline

regarding capital adequacy, or any change in any of the foregoing or in the

interpretation or administration of any of the foregoing by any Governmental

Authority, central bank or comparable agency charged with the interpretation or

administration thereof, or compliance by any Lender or Fronting Bank (or any

lending office of such Lender or such Fronting Bank) or any Lender's or any

Fronting Bank's holding company with any request or directive regarding capital

adequacy (whether or not having the force of law) of any such authority, central

bank or comparable agency, has or would have the effect of reducing the rate of

return on such Lender's or such Fronting Bank's (as the case may be) capital or

on the capital of such Lender's or such Fronting Bank's (as the case may be)

holding company, if any, as a consequence of this Agreement, such Lender's

Commitment or the Extensions of Credit made by such Lender or such Fronting Bank

<PAGE>

28

(as the case may be) pursuant hereto to a level below that which such Lender or

such Fronting Bank (as the case may be) or such Lender's or such Fronting Bank's

(as the case may be) holding company could have achieved but for such adoption,

change or compliance (taking into consideration such Lender's or such Fronting

Bank's (as the case may be) policies and the policies of such Lender's or such

Fronting Bank's (as the case may be) holding company with respect to capital

adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case

may be) to be material, then from time to time such additional amount or amounts

as will compensate such Lender or such Fronting Bank (as the case may be) for

any such reduction suffered will be paid to such Lender or such Fronting Bank

(as the case may be) by the applicable Borrower or, if the foregoing

circumstances do not relate to a particular Borrower, by Energy. It is

acknowledged that this Agreement is being entered into by the Lenders and the

Fronting Banks on the understanding that neither the Lenders nor the Fronting

Banks will be required to maintain capital against their Commitments or

agreements to issue Letters of Credit, as the case may be, under currently

applicable laws, regulations and regulatory guidelines. In the event the Lenders

or any Fronting Bank shall otherwise determine that such understanding is

incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may

be, will be entitled to make claims under this subsection (b) based upon market

requirements prevailing on the date hereof for commitments under comparable

credit facilities against which capital is required to be maintained.

(c) A certificate of each Lender or the applicable Fronting Bank setting

forth such amount or amounts as shall be necessary to compensate such Lender or

such Fronting Bank (as the case may be) or its holding company as specified in

subsection (a) or (b) above, as the case may be, and containing an explanation

in reasonable detail of the manner in which such amount or amounts shall have

been determined, shall be delivered to the applicable Borrower or the Borrowers,

as the case may be, and shall be conclusive absent manifest error. The

applicable Borrower shall pay each Lender or Fronting Bank (as the case may be)

the amount shown as due on any such certificate delivered by it within 10 days

after its receipt of the same. Each Lender and each Fronting Bank shall give

prompt notice to the applicable Borrower of any event of which it has knowledge,

occurring after the date hereof, that it has determined will require

compensation by such Borrower pursuant to this Section; provided, however, that

failure by such Lender or such Fronting Bank to give such notice shall not

constitute a waiver of such Lender's or such Fronting Bank's (as the case may

be) right to demand compensation hereunder.

(d) Failure on the part of any Lender or Fronting Bank to demand

compensation for any increased costs or reduction in amounts received or

receivable or reduction in return on capital with respect to any period shall

not constitute a waiver of such Lender's or such Fronting Bank's (as the case

may be) right to demand compensation with respect to such period or any other

period; provided, however, that no Lender or Fronting Bank shall be entitled to

compensation under this Section for any costs incurred or reductions suffered

with respect to any date unless it shall have notified the applicable Borrower

that it will demand compensation for such costs or reductions under subsection

(c) above not more than 90 days after the later of (i) such date and (ii) the

date on which it shall have become aware of such costs or reductions. The

protection of this Section shall be available to each Lender and each Fronting

Bank regardless of any possible contention of the invalidity or inapplicability

of the law, rule, regulation, guideline or other change or condition which shall

have occurred or been imposed.

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29

(e) Each Lender and each Fronting Bank agrees that it will designate a

different lending office if such designation will avoid the need for, or reduce

the amount of, such compensation and will not, in the reasonable judgment of

such Lender or such Fronting Bank (as the case may be), be disadvantageous to

such Lender or such Fronting Bank (as the case may be).

SECTION 2.11. CHANGE IN LEGALITY.

(a) Notwithstanding any other provision herein, if any change in any law or

regulation or in the interpretation thereof by any Governmental Authority

charged with the administration or interpretation thereof shall make it unlawful

for any Lender to make or maintain any Eurodollar Loan or to give effect to its

obligations as contemplated hereby with respect to any Eurodollar Loan, then, by

written notice to the Borrowers and to the Agent, such Lender may:

(i) declare that Eurodollar Loans will not thereafter be made by such

Lender hereunder, whereupon any request for a Eurodollar Borrowing shall,

as to such Lender only, be deemed a request for an ABR Loan unless such

declaration shall be subsequently withdrawn (any Lender delivering such a

declaration hereby agreeing to withdraw such declaration promptly upon

determining that such event of illegality no longer exists); and

(ii) require that all outstanding Eurodollar Loans made by it be

converted to ABR Loans, in which event all such Eurodollar Loans shall be

automatically converted to ABR Loans as of the effective date of such

notice as provided in subsection (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all

payments and prepayments of principal which would otherwise have been applied to

repay the Eurodollar Loans that would have been made by such Lender or the

converted Eurodollar Loans of such Lender shall instead be applied to repay the

ABR Loans made by such Lender in lieu of, or resulting from the conversion of,

such Eurodollar Loans.

(b) For purposes of this Section, a notice by any Lender shall be effective

as to each Eurodollar Loan, if lawful, on the last day of the Interest Period

currently applicable to such Eurodollar Loan; in all other cases such notice

shall be effective on the date of receipt.

SECTION 2.12. PRO RATA TREATMENT.

Except as required under Sections 2.10 and 2.15, each Extension of Credit,

each payment or prepayment of principal of any Borrowing, each payment of

i