REVOLVING CREDIT AGREEMENT

EXECUTION COPY

TXU ENERGY COMPANY LLC,

as Borrower

__________________________________________

REVOLVING CREDIT AGREEMENT

Dated as of March 1, 2007

__________________________________________

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as Administrative Agent

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

CITIBANK, N.A.

as Fronting Banks

CREDIT SUISSE SECURITIES (USA) LLC

CITIGROUP GLOBAL MARKETS INC.

Joint Lead Arrangers   and Bookrunners

Schedule 2.01     -   Commitments

Schedule 2.17(i)     -   LC Fronting Bank Commitments

Schedule 5.13     -   Restrictive Agreements

REVOLVING CREDIT AGREEMENT (this “ Agreement ”), dated as of March 1, 2007, among TXU Energy Company LLC, a Delaware limited liability company (the “ Borrower ”), the lenders listed in Schedule 2.01 (together with their successors and assigns, the “ Lenders ”), Credit Suisse, Cayman Islands Branch (“ CS ”), as administrative agent for the Lenders (in such capacity, the “ Agent ”) and as a fronting bank for letters of credit issued hereunder, and Citibank, N.A., as a fronting bank for letters of credit issued hereunder.

WHEREAS, the Borrower has requested that the Lenders and the Fronting Banks provide the revolving credit and letter of credit facilities hereinafter described in the amounts and on the terms and conditions set forth herein; and

WHEREAS, the Lenders and the Fronting Banks have agreed to provide such facilities on the terms and conditions set forth herein, and CS has agreed to act as Agent on behalf of the Lenders and the Fronting Banks on such terms and conditions.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.01. Defined Terms.

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

“ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.

“ ABR Loan ” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II or any Eurodollar Loan converted (pursuant to Section 2.03, 2.07 or 2.11(a)(ii)) to a loan bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquisition Date ” shall mean the date as of which a person or group of related persons first acquires more than 30% of any outstanding class of Voting Shares of TXU (within the meaning of Section 13(d) or 14(d) of the Exchange Act, and the applicable rules and regulations thereunder).

“ Administrative Fees ” shall have the meaning assigned to such term in Section 2.04(c).

“ Affiliate ” shall mean, when used with respect to a specified person, another person that directly or indirectly controls or is controlled by or is under common control with the person specified.

“ Agent ” shall have the meaning given such term in the preamble hereto.

“ Agreement ” shall have the meaning given such term in the preamble hereto.

“ Alternate Base Rate ” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (i) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (ii) the Prime Rate in effect on such day. For purposes hereof, “ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by CS as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as effective; and “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as released on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards to the next 1/100th of 1%), as determined by CS, of the quotations for the day of such transactions received by CS from three Federal funds brokers of recognized standing selected by it. If for any reason CS shall have determined (which determination shall be conclusive absent manifest error; provided that CS shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability of CS to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (i) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Applicable Margin ” shall mean, at any time and for any Type of Loan, the percentage per annum set forth below corresponding to such Type of Loan in the column under the Applicable Rating Level at such time. At any time an Event of Default has occurred and is continuing, the Applicable Margins set forth below shall be increased for each Applicable Rating Level by 2.00%.

“ Applicable Rating Level ” shall mean, at any time, the level set forth below in the row next to the then applicable Debt Ratings. If there is a difference of one level in the Debt Ratings, then the higher Debt Rating shall be used for purposes of determining the Applicable Rating Level, and if there is a difference of more than one level in the Debt

Ratings, then the Debt Rating one level higher than the lower Debt Rating will be used for purposes of determining the Applicable Rating Level. Any change in the Applicable Rating Level shall be effective on the date on which the applicable rating agency announces any change in the applicable Debt Rating.

* or unrated

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee in the form of Exhibit A.

“ Available Commitment ” shall mean, for each Lender, the excess of such Lender’s Commitment over such Lender’s Outstanding Credits. “ Available Commitments ” shall refer to the aggregate of the Lenders’ Available Commitments.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.

“ Board of Directors ” shall mean the board of directors of TXU or any duly authorized committee thereof.

“ Borrower ” shall have the meaning given such term in the preamble hereto.

“ Borrower Information ” shall have the meaning given to such term in Section 3.05(b).

“ Borrowing ” shall mean a group of Loans of a single Type made by the Lenders on a single date and as to which a single Interest Period is in effect.

“ Borrowing Request ” shall mean a request made pursuant to Section 2.03 in the form of Exhibit B.

“ Business Day ” shall mean any day (other than a day that is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided, however , that, when used in connection with a Eurodollar

Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Cash Collateral Account ” shall have the meaning assigned to such term in Article VI. 

a “ Change in Control ” shall be deemed to have occurred if (i) any person or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, as amended, and the rules and regulations promulgated thereunder) shall acquire beneficial ownership of more than 30% of any outstanding class of Voting Shares of TXU unless such acquisition shall have been approved prior to the applicable Acquisition Date by a majority of Disinterested Directors of TXU or (ii) during any period of 12 consecutive months, a majority of the members of the Board of Directors cease to be composed of individuals (A) who were members of Board of Directors on the first day of such period, (B) whose election or nomination to the Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the Board of Directors or (C) whose election or nomination to the Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of the Board of Directors.

“ Code ” shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

“ Commission ” shall mean the Public Utility Commission of the State of Texas.

“ Commitment ” shall mean, with respect to any Lender, the commitment of such Lender set forth in Schedule 2.01 hereto to make Loans and to purchase participations in Letters of Credit, as such Commitment may be permanently terminated or reduced from time to time pursuant to Section 2.08 or modified from time to time pursuant to Section 8.04. The Commitment of each Lender shall automatically and permanently terminate on the Commitment Termination Date if not terminated earlier pursuant to the terms hereof. “ Commitments ” shall mean the aggregate of the Lenders’ Commitments.

“ Commitment Fee ” shall have the meaning assigned to such term in Section 2.04(a).

“ Commitment Fee Percentage ” shall mean, at any time, the percentage per annum set forth below in the column under the Applicable Rating Level at such time.

“ Commitment Termination Date ” shall mean the earlier of (i) the date of any issuance by the Borrower of any debt or preferred equity securities or the entering into by the Borrower of any credit facility, including any extension or refinancing of any other debt of the Borrower, but excluding the issuance of pollution control revenue bonds, commercial paper and the Incremental Notes, borrowings and extensions of credit under uncommitted lines of credit and other credit facilities in place on February 24, 2007 and (ii) February 23, 2008.

“ Consolidated Earnings Available for Fixed Charges ” shall mean, for any twelve-month period, (i) consolidated net income, calculated after deducting preferred stock dividends and preferred securities distributions of Subsidiaries of the Borrower, but before any extraordinary items and before the effect in such twelve-month period of any change in GAAP becoming effective after December 31, 2006 less (ii) allowances for equity funds used during construction to the extent that such allowances, taken as a whole, increased such consolidated net income, plus (iii) provisions for Federal income taxes, to the extent that such provisions, taken as a whole, decreased such consolidated net income, plus (iv) Consolidated Fixed Charges, less (v) revenues arising from competitive transition charges, plus (vi) depreciation and amortization, all determined for such twelve-month period with respect to the Borrower and its Consolidated Subsidiaries on a consolidated basis; provided, however , that in computing Consolidated Earnings Available for Fixed Charges for any twelve-month period, the following shall be added to the extent that the following decreased consolidated net income: (A) any non-cash book losses or charges, (B) any cash charges,   in an amount of up to $500,000,000 (calculated on an aggregate basis throughout the term of this Agreement), as a result of (1) rulings by federal or state regulatory bodies having jurisdiction over the Borrower or its Consolidated Subsidiaries and (2) the early retirement, repurchase or termination of debt or other securities or financing arrangements, including premiums, relating to liability management activities and (3) initiatives implemented pursuant to the performance improvement programs of TXU and its Subsidiaries as described by TXU in the Spring of 2004, including, but not limited to, severance costs, plant or mine closings, asset dispositions, restructuring charges and transaction costs and (C) any losses incurred in connection with Preferred Membership Interest Repurchases.

“ Consolidated Fixed Charges ” shall mean, for any twelve-month period, the sum (without duplication) of (i) interest expense (excluding any such expense (A) in respect of the amortization of debt discount relating to the Preferred Membership Interests, (B) incurred in connection with Preferred Membership Interest Repurchases and (C) incurred in connection with any charges, write-offs or premiums resulting from the early retirement of debt relating to liability management activities, in each case to the extent included in the calculation of interest expense) and (ii) preferred stock dividends and preferred securities distributions (excluding any such dividends or distributions incurred in connection with Preferred Membership Interest Repurchases), all determined for such twelve-month period with respect to the Borrower and its Consolidated Subsidiaries on a consolidated basis.

“ Consolidated Senior Debt ” shall mean the Senior Debt of the Borrower and its Consolidated Subsidiaries determined on a consolidated basis, excluding, however, up to

$400,000,000 in the aggregate, at any time of determination, of Senior Debt described in clause (iii) of the definition of “Senior Debt”.

“ Consolidated Shareholders’ Equity ” shall mean the sum (without duplication) of (i) total common stock or common members’ interest plus (ii) preferred and preference stock or preferred members’ interest not subject to mandatory redemption, each (in the case of clauses (i) and (ii)) determined with respect to the Borrower and its Consolidated Subsidiaries on a consolidated basis, plus (iii) Equity-Credit Preferred Securities in an aggregate liquidation preference amount not in excess of $1,000,000,000, plus  (iv) Preferred Membership Interests; provided, however , that in computing Consolidated Shareholders’ Equity at any time, the following shall be added to the extent that the following decreased total common members’ interest: (1) any cash and non-cash charges, in an amount of up to $750,000,000 (calculated on an aggregate basis throughout the term of this Agreement), as a result of (x) rulings by federal or state regulatory bodies having jurisdiction over the Borrower or its Consolidated Subsidiaries and (y) the early retirement, repurchase or termination of debt or other securities or financing arrangements, including premiums, relating to liability management activities and (z) initiatives implemented pursuant to TXU’s 4+4 performance improvement program, including, but not limited to, severance costs, plant or mine closings, asset dispositions, restructuring charges and transaction costs and (2) any losses incurred in connection with Preferred Membership Interest Repurchases.

“ Consolidated Subsidiary ” of any person shall mean at any date any Subsidiary or other entity the accounts of which would be consolidated with those of such person in such person’s consolidated financial statements as of such date.

“ Consolidated Total Capitalization ” shall mean the sum of (i) Consolidated Shareholders’ Equity and (ii) Consolidated Senior Debt.  

“ Controlled Group ” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, is treated as a single employer under Section 414(b) or 414(c) of the Code.

“ CS ” shall have the meaning given such term in the preamble hereto.

“ Debt Ratings ” shall mean the ratings (whether explicit or implied) assigned by S&P and Moody’s to the senior unsecured non-credit enhanced long term debt of the Borrower.

“ Default ” shall mean any event or condition, which upon notice, lapse of time or both would constitute an Event of Default.

“ Disinterested Director ” shall mean any member of the Board of Directors who is not affiliated, directly or indirectly, with, or appointed by, a person or group of related persons (other than TXU, any Subsidiary of TXU   or any pension, savings or other employee benefit plan for the benefit of employees of TXU) acquiring the beneficial ownership of more than 30% of the outstanding Voting Shares of TXU (within the

meaning of Section 13(d) or 14(d) of the Exchange Act, and the applicable rules and regulations thereunder) and who either was a member of the Board of Directors prior to the Acquisition Date or was recommended for election by a majority of the Disinterested Directors in office prior to the Acquisition Date.

“ dollars ” or “ $ ” shall mean lawful money of the United States of America.

“ Drawdown Fee ” shall have the meaning assigned to such term in Section 2.04(e).

“ Equity-Credit Preferred Securities ” shall mean securities, however denominated, (i)  issued by the Borrower or a Consolidated Subsidiary of the Borrower, (ii) that are not subject to mandatory redemption or the underlying securities, if any, of which are not subject to mandatory redemption, (iii) that are perpetual or mature no less than 30 years from the date of issuance, (iv) the indebtedness issued in connection with which, including any guaranty, is subordinate in right of payment to the unsecured and unsubordinated indebtedness of the issuer of such indebtedness or guaranty, and (v) the terms of which permit the deferral of the payment of interest or distributions thereon to a date occurring after the Commitment Termination Date.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that is a member of a group of (i) organizations described in Section 414(b) or (c) of the Code and (ii) solely for purposes of the Lien created under Section 412(n) of the Code, organizations described in Section 414(m) or (o) of the Code of which the Borrower is a member.

“ ERISA Event ” shall mean (i) any Reportable Event; (ii) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (iii) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (iv) the receipt by the Borrower or any ERISA Affiliate from the PBGC of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (v) the receipt by the Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (vi) the occurrence of a nonexempt “prohibited transaction” as defined in Section 4975(c) of the Code or Section 406 of ERISA with respect to which the Borrower or any of its Subsidiaries is liable; and (vii) any other similar event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower other than a liability to pay premiums or benefits when due.

“ Eurodollar Borrowing ” shall mean a Borrowing comprised of Eurodollar Loans.

“ Eurodollar Loan ” shall mean any Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II.

“ Event of Default ” shall have the meaning assigned to such term in Article VI.

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

“ Existing Facility ” shall have the meaning ascribed to such term in Section 4.02(b).

“ Extension of Credit ” shall mean (i) the making of a Loan or (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“ Federal Funds Effective Rate ” shall have the meaning set forth in the definition of “Alternate Base Rate”.

“ Fees ” shall mean the Commitment Fee, the Administrative Fees, the Fronting Fee, the Drawdown Fee, the LC Fee and any other fees provided for in the Letter Agreement.

“ Financial Officer ” of any corporation or limited liability company shall mean the chief financial officer, principal accounting officer, treasurer, associate or assistant treasurer, or any responsible officer designated by one of the foregoing persons, of such corporation or limited liability company.

“ Fronting Banks ” shall mean (i) CS and Citibank, N.A., (ii) any Affiliate of any person listed in clause (i), and (iii) any Lender or Affiliate of any Lender, in each case, having a long-term credit rating acceptable to the Borrower (and, in the case of any such Affiliate, being otherwise reasonably acceptable to the Borrower) that delivers an instrument in form and substance satisfactory to the Borrower and the Agent whereby such other Lender or Affiliate agrees to act as a “Fronting Bank” hereunder and states the amount of its LC Fronting Bank Commitment.

“ Fronting Fee ” shall have the meaning assigned to such term in Section 2.04(d).

“ GAAP ” shall mean generally accepted accounting principles, applied on a consistent basis.

“ Governmental Authority ” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“ Holdings ” shall mean TXU US Holdings Company, a Texas corporation, and its successors.

“ Incremental Notes ” means up to $1 billion in unsecured notes issued by the Borrower after February 24, 2007 and maturing after March 3, 2008.

“ Indebtedness ” of any person shall mean (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such person (i) for borrowed money or evidenced by bonds, indentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services, (iii) as lessee under leases that are recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) in respect of Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a mortgage, lien, pledge, charge or other encumbrance on any asset of such person (with the Indebtedness of such person described in this clause (v) to be valued at the book value, net of accumulated depreciation, of such asset of such person securing such Indebtedness of others), (vi) all net payment obligations of such person in respect of interest rate swap agreements, currency swap agreements and other similar agreements designed to hedge against fluctuations in interest rates or foreign exchange rates and (vii) under direct or indirect guaranties in respect of, and to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, liabilities, obligations or indebtedness of others of the kinds referred to in clauses (i) through (vi) above; provided, however , that for all purposes, the following shall be excluded from the definition of “Indebtedness”: (A) amounts payable from the Borrower to TXU Delivery in connection with nuclear decommissioning costs, retail clawback or other regulatory transition issues and (B) any Indebtedness defeased by such person or by any Subsidiary of such person. 

“ Interest Payment Date ” shall mean, with respect to any Loan, the last day of the Interest Period applicable thereto and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months’ duration or 90 days’ duration, as the case may be, been applicable to such Loan and, in addition, the date of any prepayment of such Loan or conversion of such Loan to a Loan of a different Type.

“ Interest Period ” shall mean (i) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter; provided that, in the case of any Eurodollar Borrowing made during the 30-day period ending on the Commitment Termination Date, such period may end on the seventh or fourteenth day thereafter, as the relevant Borrower may elect and (ii) as to any ABR Borrowing, the period commencing on the date of such Borrowing and ending on the earliest of (A) the next succeeding March 31, June 30, September 30 or December 31, (B) the Commitment Termination Date, and (C) the date such Borrowing is repaid or prepaid in accordance with Section 2.05, Section 2.08(b) or Section 2.09; provided, however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Loans only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the

next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“ LC Fee ” shall have the meaning assigned to such term in Section 2.04(d).

“ LC Fronting Bank Commitment ” shall mean, with respect to any Fronting Bank, the aggregate stated amount of all Letters of Credit that such Fronting Bank agrees to issue, as modified from time to time pursuant to agreement among such Fronting Bank, the Borrower and the Agent. With respect to each person that is a Fronting Bank on the date hereof, such Fronting Bank’s LC Fronting Bank Commitment shall equal such Fronting Bank’s “LC Fronting Bank Commitment” listed on Schedule 2.17(i) (as modified from time to time in a written agreement between such LC Fronting Bank and the Borrower) and, with respect to any person that becomes a Fronting Bank after the date hereof, such person’s LC Fronting Bank Commitment shall equal the amount agreed upon between the Borrower and such person at the time such person becomes a Fronting Bank.

“ LC Outstandings ” shall mean, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date and (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the Fronting Banks under Letters of Credit (excluding reimbursement obligations that have been repaid with the proceeds of any Loan). A Lender’s “LC Outstandings” shall mean such Lender’s participation interest in undrawn Letters of Credit and its Percentage of all unpaid reimbursement obligations in respect of the Letters of Credit.

“ LC Payment Notice ” shall have the meaning assigned to such term in Section 2.17(d).

“ Lenders ” shall have the meaning given such term in the preamble hereto.

“ Letter Agreement ” shall mean the Commitment Letter, dated February 24, 2007, among the Borrower, Citigroup Global Markets Inc., CS and Credit Suisse Securities (USA) LLC, as amended, modified or supplemented from time to time.

“ Letter of Credit ” shall mean a letter of credit that is issued by a Fronting Bank pursuant to a Request for Issuance, as such letter of credit may from time to time be amended, modified or extended in accordance with the terms of this Agreement.

“ LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by CS from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason,

then the “ LIBO Rate ” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of CS in immediately available funds in the London interbank market at approximately 11:00 a.m. London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, any person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Loan ” shall mean a revolving loan made pursuant to Section 2.02, whether made as a Eurodollar Loan or as an ABR Loan.

“ Margin Regulations ” shall mean Regulations T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Margin Stock ” shall have the meaning given such term under Regulation U of the Board.

“ Material Adverse Change ” shall mean a materially adverse change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, that makes the Borrower unable to perform any of its obligations under this Agreement or that impairs the rights of, or benefits available to, the Lenders or any Fronting Bank under this Agreement.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or accruing an obligation to make, contributions, or has within any of the preceding five plan years made, or accrued an obligation to make, contributions.

“ Operating Agreements ” shall mean (i) the Operating Agreement, dated April 28, 1978, as amended by the Modification of Operating Agreement, dated April 20, 1979, among TXU Mining and Holdings (formerly TXU Electric Company, successor to Dallas Power & Light Company, Texas Electric Service Company and Texas Power & Light Company) and the Borrower, TXU Energy Retail Company LP and TXU Generation Company LP (pursuant to the Assumption Agreement, dated December 31, 2001, by and among Holdings, the Borrower, TXU Energy Retail Company LP and TXU Generation Company LP) (“TXU Mining Operating Agreement”), and as it may be amended from time to time, or (ii) the Operating Agreement, dated December 15, 1976, between TXU Fuel and Dallas Power & Light Company, Texas Electric Service Company and Texas Power & Light Company (“TXU Fuel Operating Agreement”), as it may be amended from time to time; provided that no amendment of the TXU Mining Operating Agreement or the TXU Fuel Operating Agreement shall increase the scope of any Lien permitted under Section 5.10(j).

“ Outstanding Credits ” of any Lender shall mean, on any date of determination, an amount equal to (i) the aggregate principal amount of all outstanding Loans made by such Lender plus (ii) such Lender’s LC Outstandings on such date.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Percentage ” shall mean, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such date by the Total Commitment on such date.

“ Permitted Encumbrances ” shall mean, as to any person at any date, any of the following:

(a)   (i)  Liens for taxes, assessments or governmental charges not then delinquent and Liens for workers’ compensation awards and similar obligations not then delinquent and undetermined Liens or charges incidental to construction, Liens for taxes, assessments or governmental charges then delinquent but the validity of which is being contested at the time by such person in good faith against which an adequate reserve has been established, with respect to which levy and execution thereon have been stayed and continue to be stayed and that do not impair the use of the property or the operation of such person’s business, (ii) Liens incurred or created in connection with or to secure the performance of bids, tenders, contracts (other than for the payment of money), leases, statutory obligations, surety bonds or appeal bonds, and mechanics’ or materialmen’s Liens, assessments or similar encumbrances, the existence of which does not impair the use of the property subject thereto for the purposes for which it was acquired, and other Liens of like nature incurred or created in the ordinary course of business;

(b)   Liens securing indebtedness, neither assumed nor guaranteed by such person nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by such person for any substation, transmission line, transportation line, distribution line, right of way or similar purpose;

(c)   rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of such person;

(d)   rights reserved to or vested in others to take or receive any part of the power, gas, oil, coal, lignite or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of such person and Liens upon the production from property of power, gas, oil, coal, lignite or other minerals or timber, and the by-products and proceeds thereof, to secure the obligations to pay all or a part of the expenses of exploration, drilling, mining or development of such property only out of such production or proceeds;

(e)   easements, restrictions, exceptions or reservations in any property and/or rights of way of such person for the purpose of roads, pipe lines, substations,

transmission lines, transportation lines, distribution lines, removal of oil, gas, lignite, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in titles of any property and/or rights of way, which do not materially impair the use of such property and/or rights of way for the purposes for which such property and/or rights of way are held by such person;

(f)   rights reserved to or vested in any municipality or public authority to use, control or regulate any property of such person;

(g)   any obligations or duties, affecting the property of such person, to any municipality or public authority with respect to any franchise, grant, license or permit;

(h)   as of any particular time any controls, Liens, restrictions, regulations, easements, exceptions or reservations of any municipality or public authority applying particularly to space satellites or nuclear fuel;

(i)   any judgment Lien against such person securing a judgment for an amount not exceeding 25% of Consolidated Shareholders’ Equity of such person, so long as the finality of such judgment is being contested by appropriate proceedings conducted in good faith and execution thereon is stayed; 

(j)   any Lien arising by reason of deposits with or giving of any form of security to any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable such person to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workers’ compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; or

(k)   any landlords’ Lien on fixtures or movable property located on premises leased by such person in the ordinary course of business so long as the rent secured thereby is not in default.

“ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership or government, or any agency or political subdivision thereof.

“ Plan ” shall mean any employee pension benefit plan described under Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA that is maintained by the Borrower or any ERISA Affiliate.

“ Preferred Membership Interest Repurchases ” shall mean the repurchase by TXU, directly or indirectly, of all or a portion of the Preferred Membership Interests and any subsequent purchase or purchases of Preferred Membership Interests by any affiliate of TXU.

“ Preferred Membership Interests ” shall mean the $750,000,000 aggregate liquidation preference amount of exchangeable preferred membership interests in the Borrower.

“ Prepayment Notice ” shall have the meaning given such term in Section 2.09(a).

“ Register ” shall have the meaning given such term in Section 8.04(d).

“ Reportable Event ” shall mean any reportable event as defined in Sections 4043(c)(1)-(8) of ERISA or the regulations issued thereunder (other than a reportable event for which the 30 day notice requirement has been waived) with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

“ Request for Issuance ” shall mean a request for issuance of a Letter of Credit pursuant to Section 2.17(a), in the form that is customary for such Fronting Bank.

“ Required Lenders ” shall mean, at any time, Lenders having Commitments representing in excess of 50% of the Total Commitment or, (i) for purposes of acceleration pursuant to clause (ii) of the first paragraph of Article VI, or (ii) if the Total Commitment has been terminated, Lenders with Outstanding Credits in excess of 50% of the aggregate amount of Outstanding Credits.

“ Responsible Officer ” of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer or similar official thereof responsible for the administration of the obligations of such corporation in respect of this Agreement.

“ S&P ” shall mean Standard & Poor’s Ratings Services (a division of The McGraw-Hill Companies, Inc.).

“ SEC ” shall mean the Securities and Exchange Commission.

“ Senior   Debt ” of any person shall mean (without duplication) (i) all Indebtedness of such person described in clauses (i) through (iii) of the definition of “Indebtedness”, (ii) all Indebtedness of such person described in clause (iv) of the definition of “Indebtedness” in respect of unreimbursed drawings under letters of credit described in such clause (iv), and (iii) all direct or indirect guaranties of such person in respect of, and to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, liabilities, obligations or indebtedness of others of the kinds referred to in clauses (i) and (ii) above; provided, however , that in calculating “Senior Debt” of the Borrower, (A) the aggregate amount of Preferred Membership Interests outstanding shall be excluded and (B) any amount of Equity Credit-Preferred Securities not included in the definition of “Consolidated Shareholders Equity” shall be included.

“ Significant Disposition ” shall mean a sale, lease, disposition or other transfer by a person, or any Subsidiary of such person, during any 12-month period commencing on or after the date hereof, of assets constituting, either individually or in the aggregate with

all other assets sold, leased, disposed or otherwise transferred by such person or any Subsidiary thereof during such period, 10% or more of the assets of such person and its Subsidiaries taken as a whole, excluding any such sale, lease, disposition or other transfer to a Wholly Owned Subsidiary of such person.

“ Significant Subsidiary ” shall mean, at any time, any Subsidiary of the Borrower that as of such time has total assets in excess of 10% of the total assets of the Borrower and its Consolidated Subsidiaries.

“ Solvent ” shall mean, with respect to any person as of a particular date, that on such date such person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed as the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Stated Amount ” shall mean the maximum amount available to be drawn by a beneficiary under a Letter of Credit.

“ Subsidiary ” shall mean, with respect to any person (the “ parent ”), any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such parent.

“ Substantial ” shall mean, an amount in excess of 10% of the consolidated assets of the Borrower and its Consolidated Subsidiaries taken as a whole.

“ Total Commitment ” shall mean, at any time, the aggregate amount of Commitments of all the Lenders, as in effect at such time. The initial amount of the Total Commitment is $1,500,000,000.

“ TXU ” shall mean TXU Corp., a Texas corporation.

“ TXU Delivery ” shall mean TXU Electric Delivery Company, a Texas corporation.

“ TXU Fuel ” shall mean TXU Fuel Company, a Texas corporation, and its successors.

“ TXU Mining ” shall mean TXU Mining Company LP, a Texas limited partnership, and its successors.

“ Type ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “ Rate ” shall include the LIBO Rate and the Alternate Base Rate.

“ Voting Shares ” shall mean, as to shares or other equity interests of a particular corporation or other type of person, outstanding shares of stock or other equity interests of any class of such corporation or other person entitled to vote in the election of directors or other comparable managers of such person, excluding shares or other interests entitled so to vote only upon the happening of some contingency.

“ Wholly Owned Subsidiary ” of any person shall mean any Consolidated Subsidiary of such person all the shares of common stock and other voting capital stock or other voting ownership interests having ordinary voting power to vote in the election of the board of directors or other governing body performing similar functions (except directors’ qualifying shares) of which are at the time directly or indirectly owned by such person.

“ Withdrawal Liability ” shall mean liability of the Borrower established under Section 4201 of ERISA as a result of a complete or partial withdrawal from a Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Terms Generally.

The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however , that for purposes of determining compliance with any covenant set forth in Article V, such terms shall be construed in accordance with GAAP as in effect on the date hereof applied on a basis consistent with the application used in preparing the Borrower’s audited financial statements referred to in Section 3.05.

SECTION 2.01. Commitments.

(a)   Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender and each Fronting Bank (as applicable) agrees, severally and not jointly, as follows: (i) each Lender agrees to make Loans to the Borrower at any time and from time to time until the Commitment Termination Date up to the amount of such Lender’s Available Commitment, (ii) each Fronting Bank agrees to issue Letters of Credit for the account of the Borrower at any time and from time to time until the fifth Business Day preceding the Commitment Termination Date in an aggregate stated amount at any time outstanding not to exceed such Fronting Bank’s LC Fronting Bank Commitment, and (iii) each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.17.

Notwithstanding the foregoing, at no time shall (A) the aggregate amount of Outstanding Credits exceed the aggregate amount of the Lenders’ Commitments, (B) any Lender’s Outstanding Credits exceed the amount of such Lender’s Commitment and (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Credits to exceed the aggregate amount of the Lenders’ Commitments or (y) the aggregate LC Outstandings relating to such Fronting Bank to exceed such Fronting Bank’s LC Fronting Bank Commitment. 

(b)   Within the foregoing limits, the Borrower may borrow, pay or prepay Loans and request new Extensions of Credit on and after the date hereof and prior to the Commitment Termination Date subject to the terms, conditions and limitations set forth herein.

Section 2.02. Loans.

(a)   Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments; provided, however , that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $25,000,000 (or an aggregate principal amount equal to the remaining balance of the Available Commitments).

(b)   Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time.

(c)   Subject to subsection (d) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in New York, New York, not later than noon, New York City time, and the Agent shall by 2:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this subsection (c) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the

Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(d)   The Borrower may refinance all or any part of any Borrowing with a Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with Section 2.05 or 2.09, as applicable, with the proceeds of a new Borrowing, and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the Borrower pursuant to subsection (c) above.

SECTION 2.03. Borrowing Procedure.

In order to request a Borrowing, the Borrower shall hand deliver or send via facsimile to the Agent a duly completed Borrowing Request (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before such Borrowing, and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before such Borrowing. Such notice shall be irrevocable and shall in each case specify (A) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing, (B) the date of such Borrowing (which shall be a Business Day) and the amount thereof, (C) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto, which shall not end after the Commitment Termination Date, and (D) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be deemed an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration (subject to the limitations set forth in the definition of “Interest Period”). If the Borrower shall not have given notice in accordance with this Section of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Commitment Termination Date. The Agent shall promptly advise the Lenders of any notice given pursuant to this Section and of each Lender’s portion of the requested Borrowing.

SECTION 2.04. Fees.

(a)   The Borrower agrees to pay to each Lender, through the Agent, on each March 31, June 30, September 30 and December 31 (with the first payment being due on March 31, 2007) and on each date on which the Commitment of such Lender shall be terminated or reduced as provided herein, a commitment fee (a “ Commitment Fee ”), at a rate per annum equal to the Commitment Fee Percentage on the unused portion of the Commitment of such Lender during

the preceding quarter (or other period commencing on the date of this Agreement or ending on the Commitment Termination Date or any date on which the Commitment of such Lender shall be terminated). 

(b)   All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date of this Agreement, and shall cease to accrue on the date of termination of the Commitment of such Lender as provided herein.

(c)   The Borrower agrees to pay the Agent the fees from time to time payable to it in its capacity as Agent pursuant to the Letter Agreement (the “ Administrative Fees ”). 

(d)   The Borrower agrees to pay the Agent, for the account of the Fronting Bank that issued any Letter of Credit, a fronting fee equal to 0.125% of the stated amount of such Letter of Credit (a “ Fronting Fee ”) and such other charges with respect to such Letter of Credit as are agreed upon with such Fronting Bank and as are customary. The Borrower agrees to pay to the Agent for the account of the Lenders a fee (the “ LC Fee ”) on the face amount of each Letter of Credit issued by any Fronting Bank, calculated at a rate per annum equal to the Applicable Margin for Eurodollar Loans (regardless of whether any such Loans are then outstanding). All Fronting Fees and LC Fees shall be computed on the basis of the actual number of days that each such Letter of Credit is outstanding, assuming a year of 360 days, payable in arrears on each March 31, June 30, September 30 and December 31, and on the date that such Letter of Credit expires or is drawn in full.

(e)   The Borrower agrees to pay to each Lender, through the Agent, on the date of the initial Extension of Credit, a fee equal to .55% of the Commitment of such Lender as of the date hereof (the “ Drawdown Fee ”).

(f)   All Fees shall be paid on the dates due, in immediately available funds, to the Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances. 

SECTION 2.05. Repayment of Loans; Evidence of Indebtedness.

(a)   The outstanding principal balance of each (i) Eurodollar Loan shall be due and payable on the last day of the Interest Period applicable thereto and on the Commitment Termination Date and (ii) ABR Loan shall be due and payable on the Commitment Termination Date.

(b)   Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Extension of Credit made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)   The Agent shall maintain accounts in which it will record (i) the amount of each Extension of Credit made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due

and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.

(d)   The entries made in the accounts maintained pursuant to subsections (b) and (c) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however , that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Outstanding Credits in accordance with their terms. 

SECTION 2.06. Interest on Loans.

(a)   The Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin from time to time in effect for Eurodollar Borrowings.

(b)   The Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of (i) 365 or 366 days, as the case may be, for periods during which the Alternate Base Rate is determined by reference to the Prime Rate and (ii) 360 days for other periods) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin from time to time in effect for ABR Borrowings.

(c)   Interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable LIBO Rate or Alternate Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by CS, and such determination shall be conclusive absent manifest error; provided that CS shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination. 

SECTION 2.07. Alternate Rate of Interest.

In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter, give facsimile notice of such determination to the Borrower and the Lenders. In the event of any such determination under clause (i) or (ii) above, until the Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall be deemed to be a request for an ABR Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing shall be deemed a request for an ABR

Borrowing. Each determination by the Agent hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Agent, shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination.

SECTION 2.08. Termination and Reduction of Commitments.

(a)   The Commitments shall terminate automatically on the Commitment Termination Date. 

(b)   Upon at least two Business Days’ prior irrevocable written notice to the Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, however, that (i) each partial reduction of the Commitments shall be in an integral multiple of $10,000,000 and in a minimum principal amount of $10,000,000 and (ii) no such termination or reduction shall be made that would reduce the Commitments to an amount less than (1) the aggregate amount of Outstanding Credits on the date of such termination or reduction (after giving effect to any prepayment made pursuant to Section 2.09) or (2) $50,000,000, unless the result of such termination or reduction referred to in this clause (2) is to reduce the Commitments to $0. The Agent shall advise the Lenders of any notice given pursuant to this subsection (b) and of each Lender’s portion of any such termination or reduction of the Commitments.

(c)   The Commitments shall, on each date on which the Borrower prepays or redeems all or any portion of the Incremental Notes, automatically and permanently reduce by a principal amount that is the same percentage of the Total Commitment on the date hereof as the principal amount of the Incremental Notes prepaid or redeemed on such date is of the original principal amount of Incremental Notes, determined on a cumulative basis, until the Total Commitment has been reduced to $500,000,000.

(d)   Upon any reduction of the “Commitments” (as such term is defined in the Existing Facility), the Total Commitment shall automatically and permanently reduce by an amount that is the same percentage of the Total Commitment as of the date hereof that the amount of such reduction of the “Commitments” under the Existing Facility is of the aggregate amount of the “Commitments” under the Existing Facility as of the date hereof.

(e)   Each reduction in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Agent for the account of the Lenders, on the date of each termination or reduction of the Commitments, the Commitment Fee on the amount of the Commitments so terminated or reduced, in each case accrued through the date of such termination or reduction.

Section 2.09. Prepayment.

(a)   The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon giving a written notice substantially in the form of Exhibit C (a “ Prepayment Notice ”) via facsimile (or telephone notice promptly confirmed by facsimile) to the Agent: (i) before 11:00 a.m., New York City time, three Business Days prior to prepayment, in the case of Eurodollar Loans, and (ii) before 11:00 a.m., New York City time, one Business Day prior to prepayment, in the case of ABR Loans; provided, however , that each

partial prepayment shall be in an amount which is an integral multiple of $10,000,000 and not less than $10,000,000. Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section shall be subject to Section 8.05 but otherwise without premium or penalty. All prepayments under this Section shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

(b)   On any date on which the Total Commitment shall be reduced pursuant to Section 2.08(c) or (d) above, the Borrower shall, with respect to outstanding Loans, prepay such Loans and/or, with respect to LC Outstandings, deliver cash collateral to be held by the Agent in the Cash Collateral Account to the extent and for the duration necessary to cause the Outstanding Credits minus the amount of cash held in the Cash Collateral Account to be no greater than the Total Commitment (after giving effect to any such reduction pursuant to Section 2.08(d) of (d)). At such time that cash is no longer required to be held by the Agent as collateral under this Section 2.09(b), the Agent will repay and reassign to the Borrower any such cash then on deposit in the Cash Collateral Account, and the Lien of the Agent on the Cash Collateral Account with respect to such cash shall automatically terminate.

SECTION 2.10. Reserve Requirements; Change in Circumstances.

(a)   Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered.

(b)   If any Lender or Fronting Bank shall have determined that the adoption of any law, rule, regulation or guideline arising out of the July 1988 report of the Basle Committee on

Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards,” or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained.

(c)   A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (a) or (b) above, as the case may be, and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant to this Section; provided , however , that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder.

(d)   Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital

with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however , that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless it shall have notified the Borrower that it will demand compensation for such costs or reductions under subsection (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. 

(e)   Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

SECTION 2.11. Change in Legality.

(a)   Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Agent, such Lender may:

(i)   declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and

(ii)   require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in subsection (b) below.

(b)   For purposes of this Section, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt. 

SECTION 2.12. Pro Rata Treatment.

Except as required under Sections 2.10 and 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment

of a reimbursement obligation in respect of a drawn Letter of Credit, each payment of the Commitment Fees, each reduction of the Total Commitment and each refinancing or conversion of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their Outstanding Credits). For purposes of determining the Available Commitments of the Lenders at any time, the LC Outstandings shall be deemed to have utilized the Commitments of the Lenders pro rata in accordance with their respective Commitments at such time. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION 2.13. Sharing of Setoffs.

Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loans or LC Outstandings as a result of which the unpaid principal portion of its Loans and LC Outstandings shall be proportionately less than the unpaid principal portion of the Loans and LC Outstandings of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans or LC Outstandings of such other Lender, so that the aggregate unpaid principal amount of the Loans and LC Outstandings and participations in the Loans and LC Outstandings held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and LC Outstandings then outstanding as the principal amount of its Loans and LC Outstandings prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and LC Outstandings outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however , that, if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or any LC Outstandings deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made an Extension of Credit in the amount of such participation.

SECTION 2.14. Payments.

(a)   The Borrower shall make each payment (including principal of or interest on any Outstanding Credit or any Fees or other amounts) hereunder from an account in the United States not later than 12:00 noon, New York City time, on the date when due in dollars to the Agent at its offices at Two Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Bank Loan Syndications, in immediately available funds. Each such payment shall be made without off-set,

deduction or counterclaim; provided , that the foregoing shall not constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, any Fronting Bank or any Lender.

(b)   Whenever any payment (including principal of or interest on any Outstanding Credit or any Fees or other amounts) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

SECTION 2.15. Taxes.

(a)