TXU CORP /TX/
$4,400,000,000 FIVE-YEAR
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>8
<FILENAME>dex10b.txt
<DESCRIPTION>$4,400,000,000 FIVE-YEAR
<TEXT>
<PAGE>

                                                                  Exhibit 10 (b)

                                                             [EXECUTION VERSION]

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

                             TXU US HOLDINGS COMPANY

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

                                 $1,400,000,000

            FIVE YEAR THIRD AMENDED AND RESTATED COMPETITIVE ADVANCE
                     AND REVOLVING CREDIT FACILITY AGREEMENT

                            Dated as of July __, 2002

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

                              JPMORGAN CHASE BANK,
         as Administrative Agent and Competitive Advance Facility Agent

                         Lead Arranger and Book Manager
                            JPMORGAN SECURITIES, INC.

                              Co-Syndication Agents
                              BANK OF AMERICA, N.A.
                                 CITIBANK, N.A.

                               Documentation Agent
                              THE BANK OF NEW YORK

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
                                    ARTICLE I
                            DEFINITIONS; CONSTRUCTION
<S>             <C>                                                                                           <C>
SECTION 1.01.   Defined Terms..................................................................................1
SECTION 1.02.   Terms Generally...............................................................................17

                                   ARTICLE II
                                   THE CREDITS
SECTION 2.01.   Commitments...................................................................................17
SECTION 2.02.   Loans.........................................................................................18
SECTION 2.03.   Competitive Bid Procedure.....................................................................19
SECTION 2.04.   Standby Borrowing Procedure...................................................................22
SECTION 2.05.   Letters of Credit.............................................................................22
SECTION 2.06.   Fees..........................................................................................26
SECTION 2.07.   Repayment of Outstanding Credits; Evidence of Indebtedness....................................26
SECTION 2.08.   Interest On Loans.............................................................................27
SECTION 2.09.   Default Interest..............................................................................28
SECTION 2.10.   Alternate Rate of Interest....................................................................28
SECTION 2.11.   Termination and Reduction of Commitments......................................................28
SECTION 2.12.   Prepayment....................................................................................29
SECTION 2.13.   Reserve Requirements; Change in Circumstances.................................................29
SECTION 2.14.   Change in Legality............................................................................31
SECTION 2.15.   Pro Rata Treatment............................................................................32
SECTION 2.16.   Sharing of Setoffs............................................................................32
SECTION 2.17.   Payments......................................................................................33
SECTION 2.18.   Taxes.........................................................................................33
SECTION 2.19.   Assignment of Commitments Under Certain Circumstances.........................................36

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.   Organization; Powers..........................................................................37
SECTION 3.02.   Authorization.................................................................................37
SECTION 3.03.   Enforceability................................................................................37
SECTION 3.04.   Governmental Approvals........................................................................37
SECTION 3.05.   Financial Statements..........................................................................38
SECTION 3.06.   Litigation....................................................................................38
SECTION 3.07.   Federal Reserve Regulations...................................................................38
SECTION 3.08.   Investment Company Act; Public Utility Holding Company Act....................................39
SECTION 3.09.   No Material Misstatements.....................................................................39
SECTION 3.10.   Taxes.........................................................................................39
SECTION 3.11.   Employee Benefit Plans........................................................................39
SECTION 3.12.   Significant Subsidiaries......................................................................40
</TABLE>

                                        i

<PAGE>

<TABLE>
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<S>             <C>                                                                                           <C>
SECTION 3.13.   Environmental Matters.........................................................................40
SECTION 3.14.   Solvency......................................................................................40

                                   ARTICLE IV
                                   CONDITIONS

SECTION 4.01.   Restatement Date..............................................................................41
SECTION 4.02.   Conditions for All Extensions of Credit.......................................................42

                                    ARTICLE V
                                    COVENANTS

SECTION 5.01.   Existence.....................................................................................43
SECTION 5.02.   Business and Properties.......................................................................43
SECTION 5.03.   Financial Statements, Reports, Etc............................................................43
SECTION 5.04.   Insurance.....................................................................................45
SECTION 5.05.   Taxes, Etc....................................................................................45
SECTION 5.06.   Maintaining Records; Access to Properties and Inspections.....................................45
SECTION 5.07.   Erisa.........................................................................................45
SECTION 5.08.   Use of Proceeds...............................................................................45
SECTION 5.09.   Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries.....45
SECTION 5.10.   Limitations On Liens..........................................................................46
SECTION 5.11.   Fixed Charge Coverage.........................................................................48
SECTION 5.12.   Equity Capitalization Ratio...................................................................48
SECTION 5.13.   Restrictive Agreements........................................................................48

                                   ARTICLE VI
                                EVENTS OF DEFAULT

                                   ARTICLE VII
                                   THE AGENTS

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.01.   Notices.......................................................................................54
SECTION 8.02.   Survival of Agreement.........................................................................54
SECTION 8.03.   Binding Effect................................................................................55
SECTION 8.04.   Successors and Assigns........................................................................55
SECTION 8.05.   Expenses; Indemnity...........................................................................58
SECTION 8.06.   Right of Setoff...............................................................................59
SECTION 8.07.   Applicable Law................................................................................60
SECTION 8.08.   Waivers; Amendment............................................................................60
SECTION 8.09.   Entire Agreement..............................................................................60
SECTION 8.10.   Severability..................................................................................61
SECTION 8.11.   Counterparts..................................................................................61
SECTION 8.12.   Headings......................................................................................61
SECTION 8.13.   Interest Rate Limitation......................................................................61
SECTION 8.14.   Jurisdiction; Venue...........................................................................62
</TABLE>

                                       ii

<PAGE>

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<S>             <C>                                                                                           <C>
SECTION 8.15.   Confidentiality...............................................................................62
SECTION 8.16.   Transition Provisions.........................................................................62
</TABLE>

EXHIBITS AND SCHEDULES

Exhibit A-1    -   Form of Competitive Bid Request
Exhibit A-2    -   Form of Notice of Competitive Bid Request
Exhibit A-3    -   Form of Competitive Bid
Exhibit A-4    -   Form of Competitive Bid Accept/Reject Letter
Exhibit A-5    -   Form of Standby Borrowing Request
Exhibit A-6        Form of Request for Issuance
Exhibit B      -   Form of Assignment and Acceptance

Schedule 2.01  -   Commitments
Schedule 5.13  -   Restrictive Agreements

                                       iii

<PAGE>

               FIVE-YEAR THIRD AMENDED AND RESTATED COMPETITIVE
               ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the
               "Agreement"), dated as of July __, 2002, among TXU US
               HOLDINGS COMPANY, a Texas corporation ("Holdings", and
               in its capacity as borrower hereunder, the "Borrower"),
               the lenders listed in Schedule 2.01 (together with
               their successors and assigns, the "Lenders"), JPMORGAN
               CHASE BANK ("JPMorgan Chase"), as competitive advance
               facility agent (in such capacity, the "CAF Agent"), as
               administrative agent for the Lenders (in such capacity,
               the "Administrative Agent", and, together with the CAF
               Agent, the "Agents") and as fronting bank for the
               letters of credit issued hereunder.

                              PRELIMINARY STATEMENT

          Pursuant to the terms of that certain Five-Year Second Amended and
Restated Competitive Advance and Revolving Credit Facility Agreement, dated as
of February 25, 2000 and amended as of February 23, 2001, February 22, 2002 and
April 24, 2002 (the "Original Agreement"), among TXU Corp., a Texas corporation
("TXU"), the Borrower (formerly TXU Electric Company) (together with TXU, the
"Original Borrowers"), the lenders party thereto (the "Original Lenders") and
JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as competitive advance
facility agent and administrative agent for the Original Lenders and fronting
bank for the letters of credit issued thereunder, the Original Lenders agreed to
extend credit in the form of Standby Borrowings to the Original Borrowers in an
aggregate principal amount at any time outstanding not in excess of
$1,400,000,000. The Original Lenders also agreed to provide a procedure pursuant
to which the Original Borrowers may invite the Original Lenders to bid on an
uncommitted basis on short-term borrowings by the Original Borrowers, and to
provide a facility for the issuance of letters of credit in an aggregate amount
not in excess of $500,000,000. The parties hereto wish to designate Holdings as
the sole borrower hereunder, to remove TXU as a borrower and to make certain
other amendments to the Original Agreement.

          Accordingly, in order to reflect the foregoing as well as certain
other modifications to the Original Agreement, the parties hereto now wish to
amend and restate the Original Agreement as herein set forth.

                                    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.

<PAGE>

                                                                               2

               "ABR Loan" shall mean any Standby 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 2.10 or 2.14(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 Agent" shall have the meaning given such term in
          the preamble hereto.

               "Administrative Fees" shall have the meaning assigned to such
          term in Section 2.06(b).

               "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.

               "Agents" 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 0.50% 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 that 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 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

<PAGE>

                                                                               3

          effective date of such change in the Prime Rate or the Federal Funds
          Effective Rate, respectively.

               "Applicable Margin" shall mean the percentage per annum set forth
          in the column identified as Level 1, Level 2, Level 3 or Level 4
          below, based upon the Level corresponding to the higher Debt Rating of
          the Borrower at the time of determination, provided, that the
          Applicable Margins set forth below with respect to each Level shall be
          increased by .125% with respect to Eurodollar Loans outstanding at any
          time during a Utilization Period, provided further, that the
          Applicable Margin with respect to ABR Loans outstanding at any time
          during a Utilization Period shall be equal to, for each Level, the
          then-effective Applicable Margin for Eurodollar Loans less 1.00% (but
          not negative). Any change in the Applicable Margin shall be effective
          on the date on which the applicable rating agency announces any change
          in the Debt Rating.

            ====================================================================
                                  Level 1     Level 2    Level 3      Level 4
                              --------------  -------    -------   -------------
            S&P               BBB+ or better    BBB        BBB-    BB+ or below*
            Moody's           Baa1 or better    Baa2       Baa3    Ba1 or below*
            --------------------------------------------------------------------
            Percentage Per Annum
            --------------------------------------------------------------------
               Eurodollar          .450%       .675%      .875%       1.025%
                 Margin
            --------------------------------------------------------------------
                  ABR                 0           0          0         .025%
                 Margin
            ====================================================================

          * or unrated

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

               "Auction Fees" shall mean the competitive loan fees provided for
          in the Letter Agreement, payable to the CAF Agent by the Borrower at
          the time of delivery of each Competitive Bid Request by the Borrower
          to the CAF Agent pursuant to Section 2.03.

               "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 the
          Borrower or any duly authorized committee thereof.

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

               "Borrower Approval Date" shall mean any date on which the
          following shall have occurred: the Borrower shall have delivered to
          the Administrative Agent (in sufficient copies for each of the
          Lenders) (i) a certificate of the Secretary or Assistant Secretary of
          the Borrower certifying that (A) attached thereto are true and correct
          copies of all corporate resolutions and all orders, consents and
          approvals required by any Governmental Authority in order to permit or
          authorize the Borrower to borrow from banks, financial institutions
          and other lenders from time to time, by the issuance of

<PAGE>

                                                                               4

          promissory notes, debentures or other evidences of indebtedness
          (including, but not limited to, bank loans, notes, senior notes and
          commercial paper), in each case on a secured or unsecured basis, in an
          aggregate principal amount to be outstanding exceeding the aggregate
          principal amount authorized to be outstanding pursuant to resolutions
          of the Board of Directors adopted on November, 3, 2000 or any other
          Borrower Approval Date and (B) that all such resolutions, orders,
          consents and approvals are in full force and effect, sufficient for
          their purpose and, in the case of such orders, consents and approvals,
          not subject to any pending or, to the knowledge of such Secretary or
          Assistant Secretary (as the case may be), threatened appeal or other
          proceeding seeking reconsideration or review thereof and (ii) an
          opinion of counsel to the Borrower, in form and substance satisfactory
          to the Administrative Agent, as to such orders, consents and approvals
          and as to the enforceability of the obligations of the Borrower
          hereunder on and after such date.

               "Bridge Facility" shall mean the Credit Agreement, dated as of
          July 15, 2002, among the Borrower, the lenders listed in Schedule 2.01
          thereto and JPMorgan Chase, as administrative agent.

               "Borrowing" shall mean a group of Loans of a single Type made by
          the Lenders (or, in the case of a Competitive Borrowing, by the Lender
          or Lenders whose Competitive Bids have been accepted pursuant to
          Section 2.03) on a single date and as to which a single Interest
          Period is in effect.

               "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.

               "CAF Agent" shall have the meaning given such term in the
          preamble hereto.

               "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) 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 such 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.

<PAGE>

                                                                               5

               "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 each Lender, the
          commitment of such Lender set forth in Schedule 2.01 hereto to make
          Loans and to purchase participations in the reimbursement obligations
          of the Borrower to the Fronting Bank, as such Commitment may be
          permanently terminated or reduced from time to time pursuant to
          Section 2.11 or modified from time to time pursuant to Section 8.04.
          The Commitment of each Lender shall automatically and permanently
          terminate on the Maturity Date if not terminated earlier pursuant to
          the terms hereof.

               "Competitive Bid" shall mean an offer by a Lender to make a
          Competitive Loan pursuant to Section 2.03.

               "Competitive Bid Accept/Reject Letter" shall mean a notification
          made by the Borrower pursuant to Section 2.03(d) in the form of
          Exhibit A-4.

               "Competitive Bid Margin" shall mean, as to any Eurodollar
          Competitive Loan, the margin (expressed as a percentage rate per annum
          in the form of a decimal to no more than four decimal places) to be
          added to or subtracted from the LIBO Rate in order to determine the
          interest rate applicable to such Loan, as specified in the Competitive
          Bid relating to such Loan.

               "Competitive Bid Rate" shall mean, as to any Competitive Bid, (i)
          in the case of a Eurodollar Loan, the LIBO Rate for the Interest
          Period requested in such Competitive Bid plus the Competitive Bid
          Margin and (ii) in the case of a Fixed Rate Loan, the fixed rate of
          interest offered by the Lender making such Competitive Bid.

               "Competitive Bid Request" shall mean a request made pursuant to
          Section 2.03 in the form of Exhibit A-1.

               "Competitive Borrowing" shall mean a Borrowing consisting of a
          Competitive Loan or concurrent Competitive Loans from the Lender or
          Lenders whose Competitive Bids for such Borrowing have been accepted
          under the bidding procedure described in Section 2.03.

               "Competitive Loan" shall mean a Loan made pursuant to the bidding
          procedure described in Section 2.03. Each Competitive Loan shall be a
          Eurodollar Competitive Loan or a Fixed Rate Loan.

               "Consolidated Earnings Available for Fixed Charges" for any
          twelve-month period shall mean (i) consolidated net income, calculated
          after deducting preferred stock dividends and preferred securities
          distributions of Subsidiaries, but before any extraordinary items and
          before the effect in such twelve-month period of any change in
          accounting principles promulgated by the Financial Accounting
          Standards Board becoming effective after December 31, 2001, less (ii)
          allowances for equity funds used

<PAGE>

                                                                               6

          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, 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 amounts shall be excluded to the extent otherwise
          included pursuant to the foregoing: (A) the effect of any regulatory
          disallowances resolving fuel or other issues in any proceeding before
          the Commission or the Railroad Commission of Texas in an aggregate
          amount not to exceed $100,000,000, (B) any non-cash book losses
          relating to the sale or write-down of assets, (C) one-time costs of up
          to $100,000,000 incurred in connection with the restructuring of
          certain subsidiaries of TXU in connection with the 1999 Texas electric
          industry restructuring legislation (as described in TXU's filings with
          the SEC) and (D) up to $100,000,000 of costs incurred in connection
          with write-offs relating to the regulatory settlement plan, initially
          filed with the Commission on December 31, 2001, of the Borrower and
          certain of its Subsidiaries (as described in TXU's filings with the
          SEC).

               "Consolidated Fixed Charges" for any twelve-month period shall
          mean the sum (without duplication) of (i) interest on mortgage bonds,
          (ii) interest on other long-term debt, (iii) other interest expense,
          including interest on short-term debt and the current portion of
          long-term debt, and (iv) preferred stock dividends and preferred
          securities distributions of Subsidiaries, all determined for such
          twelve-month period with respect to the Borrower and its Consolidated
          Subsidiaries on a consolidated basis. For purposes of such
          calculation, long-term debt shall not include the principal amount of,
          or interest on, Qualified Transition Bonds.

               "Consolidated Shareholders' Equity" shall mean the sum (without
          duplication) of (i) total common stock equity plus (ii) preferred
          stock 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 $1,750,000,000.

               "Consolidated Subsidiary" of a person shall mean at any date any
          Subsidiary or other entity the accounts of which would be consolidated
          with those of such person in its consolidated financial statements as
          of such date.

               "Consolidated Total Capitalization" shall mean the sum of (i)
          total common stock equity, (ii) preferred stock and preferred
          securities, (iii) long-term debt (less amounts due currently) and (iv)
          short-term debt consisting of commercial paper, notes payable to
          unaffiliated entities and long-term debt due currently to the extent
          such short-term debt exceeds $2,000,000,000, determined with respect
          to the Borrower and its Consolidated Subsidiaries on a consolidated
          basis. For purposes of such calculation, long-term debt shall not
          include the principal amount of, or interest on, Qualified Transition
          Bonds.

<PAGE>

                                                                               7

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

               "Debt Rating" shall mean the ratings (whether explicit or
          implied) assigned by S&P and Moody's to the Borrower's senior
          unsecured non-credit enhanced long term debt.

               "Default" shall mean any event or condition that upon notice,
          lapse of time or both would constitute an Event of Default.

               "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 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) 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 mean TXU Energy Company LLC, a Delaware limited
          liability company.

               "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 Maturity 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)

<PAGE>

                                                                               8

          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 "prohibited transaction" 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 Competitive Loan" shall mean any Competitive Loan
          bearing interest at a rate determined by reference to the LIBO Rate in
          accordance with the provisions of Article II.

               "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or
          Eurodollar Standby Loan.

               "Eurodollar Standby Loan" shall mean any Standby 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" means (i) the making of a Loan, (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 or (iii) the funding of a participation in the unpaid
          reimbursement obligation of the Borrower with respect to a payment
          made by the Fronting Bank under a Letter of Credit issued for the
          account of the Borrower (excluding any reimbursement obligation that
          has been repaid with the proceeds of any Loan), and the Outstanding
          Credits resulting from any of the foregoing actions.

               "Facility Fee" shall have the meaning assigned to such term in
          Section 2.06(a).

               "Facility Fee Percentage" shall mean the percentage per annum set
          forth in the column identified as Level 1, Level 2, Level 3 or Level 4
          below, based upon the Level corresponding to the higher Debt Rating of
          the Borrower at the time of determination. Any change in the Facility
          Fee Percentage shall be effective on the date on which the applicable
          rating agency announces any change in the applicable Debt Rating.

<PAGE>

                                                                               9

            ====================================================================
                                  Level 1     Level 2    Level 3      Level 4
                              --------------  -------    -------   -------------
            S&P               BBB+ or better    BBB        BBB-    BB+ or below*
            Moody's           Baa1 or better    Baa2       Baa3    Ba1 or below*
            --------------------------------------------------------------------
            Percentage Per Annum
            --------------------------------------------------------------------
            Facility Fee           0.175%      0.200%     0.250%      0.350%

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

          * or unrated

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

               "Fees" shall mean the Facility Fee, the LC Fee, the Fronting Fee,
          the Auction Fees, the Administrative Fees and any other fees provided
          for in the Letter Agreement.

               "Financial Officer" of any corporation 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.

               "First Mortgage" shall mean (i) the Oncor Mortgage, (ii) any
          mortgage and deed of trust entered into by Oncor in order to refund or
          replace, or in substitution for, the Oncor Mortgage and (iii) if and
          for so long as any first mortgage bonds are issued and outstanding
          under the Oncor Mortgage, any other indenture or instrument of Oncor
          pursuant to which Oncor issues debt securities secured directly or
          indirectly by (A) the Lien created by the Oncor Mortgage and/or (B)
          any property of Oncor.

               "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed
          Rate Loans.

               "Fixed Rate Loan" shall mean any Competitive Loan bearing
          interest at a fixed percentage rate per annum (the "Fixed Rate")
          (expressed in the form of a decimal to no more than four decimal
          places) specified by the Lender making such Loan in its Competitive
          Bid.

               "Fronting Bank" shall mean JPMorgan Chase, in its capacity as
          issuer of any Letter of Credit, provided, that JPMorgan Chase may, in
          its discretion, arrange for one or more Letters of Credit to be issued
          by any of its Affiliates, in which case the term "Fronting Bank" shall
          include any such Affiliate with respect to Letters of Credit issued by
          such Affiliate.

               "Fronting Fee" shall have the meaning assigned to such term in
          Section 2.06(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 have the meaning assigned to such term in the
          preamble hereto.

<PAGE>

                                                                              10

               "Indebtedness" of any person shall mean all indebtedness
          representing money borrowed that is created, assumed, incurred or
          guaranteed in any manner by such person or for which such person is
          responsible or liable (whether by agreement to purchase indebtedness
          of, or to supply funds to or invest in, others or otherwise).

               "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 or a Fixed Rate Loan with an Interest Period of more than 90
          days' 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 each 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
          Maturity Date, such period may end on the seventh or fourteenth day
          thereafter, as the Borrower may elect, (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 Maturity Date and (C) the date such Borrowing is
          repaid or prepaid in accordance with Section 2.07 or Section 2.12 and
          (iii) as to any Fixed Rate Borrowing, the period commencing on the
          date of such Borrowing and ending on the date specified in the
          Competitive Bids in which the offers to make the Fixed Rate Loans
          comprising such Borrowing were extended, which shall not be earlier
          than seven days after the date of such Borrowing or later than 360
          days after the date of such Borrowing; 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 Commitment Amount" shall mean $500,000,000.

               "LC Fee" shall have the meaning assigned to such term in Section
          2.06(d).

               "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 Bank 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

<PAGE>

                                                                              11

          undrawn Letters of Credit and its Percentage of all unpaid
          reimbursement obligations in respect of the Letters of Credit.

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

               "Letter Agreement" shall mean, collectively, (i) the Commitment
          Letter, dated February 3, 2000, among TXU, JPMorgan Chase and Chase
          Securities, Inc. and (ii) the Fee Letter, dated July __, 2002 among
          the Borrower, JPMorgan Chase and JPMorgan Securities, Inc., each as
          amended, modified or supplemented from time to time.

               "Letter of Credit" means a letter of credit that is issued by the
          Fronting Bank pursuant to Section 2.05, 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 the Administrative Agent 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 that 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 Competitive Loan or a Standby Loan, whether
          made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as
          permitted hereby.

               "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

<PAGE>

                                                                              12

          this Agreement or that impairs the rights of, or benefits available
          to, the Lenders or Fronting Bank under this Agreement.

               "Maturity Date" shall mean the earlier to occur of (i) February
          25, 2005 and (ii) the date of termination or reduction in whole of the
          Commitments pursuant to Section 2.11 or Article VI.

               "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.

               "Notice of Competitive Bid Request" shall mean a notification
          made pursuant to Section 2.03 in the form of Exhibit A-2.

               "Oncor" shall mean Oncor Electric Delivery Company, a Texas
          corporation.

               "Oncor Mortgage" shall mean the Mortgage and Deed of Trust, dated
          as of December 1, 1983, from the Borrower to Irving Trust Company (now
          The Bank of New York), Trustee, as amended and supplemented from time
          to time and as assumed by Oncor.

               "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 the Borrower
          (formerly TXU Electric Company, successor to Dallas Power and Light
          Company, Texas Electric Service Company and Texas Power and 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 the Borrower, 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 have the meaning given such term in
          the recitals hereto.

               "Original Lenders" shall have the meaning given such term in the
          recitals hereto.

               "Outstanding Credits" means, on any date of determination, an
          amount equal to (i) the aggregate principal amount of all Loans
          outstanding on such date plus (ii) the LC Outstandings on such date.
          The "Outstanding Credits" of any Lender shall mean, on any date of
          determination, an amount equal to (i) the aggregate principal amount
          of all

<PAGE>

                                                                              13

          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" means, for any Lender on any date of determination,
          the percentage obtained by dividing such Lender's Commitment on such
          day 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

<PAGE>

                                                                              14

          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 the Borrower, 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 Borrower
          or any ERISA Affiliate.

               "Qualified Transition Bonds" shall mean securities, however
          denominated, that are (i) issued by the Borrower or a Consolidated
          Subsidiary of the 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

<PAGE>

                                                                              15

          interests in such transition property to secure such securities and
          (D) engaging in activities ancillary to those described in clauses
          (A), (B) and (C) above, (ii) secured by or otherwise payable from
          transition charges authorized pursuant to such order and (iii)
          non-recourse to the 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 made pursuant to
          Section 2.05(a) in the form of Exhibit A-6.

               "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 Article
          VI, or (ii) if the Total Commitment has been terminated, Lenders
          holding Outstanding Credits representing in excess of 50% of the
          aggregate principal amount of the 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.

               "Restatement Date" shall have the meaning assigned to that term
          in Section 4.01.

               "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.

               "Significant Disposition" shall mean a sale, lease, disposition
          or other transfer by the Borrower, or any Subsidiary of the Borrower,
          during any 12-month period, of assets constituting, either
          individually or in the aggregate with all other assets sold, leased,
          disposed or otherwise transferred by the Borrower or any Subsidiary
          thereof during such period, 10% or more of the assets of the Borrower
          and its Subsidiaries taken as a whole excluding any such sale, lease,
          disposition or other transfer to a Wholly Owned Subsidiary of the
          Borrower.

               "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;
          provided, that each of Energy and Oncor shall at all times be
          considered a Significant Subsidiary of the Borrower.

<PAGE>

                                                                              16

               "Solvent" means, 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 that, 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.

               "Standby Borrowing" shall mean a Borrowing consisting of
          simultaneous Standby Loans from each of the Lenders.

               "Standby Borrowing Request" shall mean a request made pursuant to
          Section 2.04 in the form of Exhibit A-5.

               "Standby Loans" shall mean the revolving loans made pursuant to
          Section 2.04. Each Standby Loan shall be a Eurodollar Standby Loan or
          an ABR Loan.

               "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.

               "364-Day Credit Agreement" shall mean the 364-Day Revolving
          Credit Facility Agreement, dated as of April 24, 2002, among the
          Borrower, Energy, Oncor, the lenders listed in Schedule 2.01 thereto,
          JPMorgan Chase, as administrative agent for the lenders thereunder,
          and Bank of America, N.A. and JPMorgan Chase, as fronting banks for
          the letters of credit issued thereunder, as amended, modified or
          supplemented from time to time.

               "Total Commitment" shall mean, at any time, the aggregate amount
          of Commitments of all the Lenders, as in effect at such time.

               "TXU" shall have the meaning set forth in the recitals.

               "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, the Alternate Base Rate
          and the Fixed Rate.

<PAGE>

                                                                              17

               "Utilization Period" shall mean any day or days during which the
          aggregate amount of Outstanding Credits is greater than 33-1/3% of the
          Total Commitment for such day or days.

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

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

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

          SECTION 1.02.  TERMS GENERALLY.

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

                                   ARTICLE II
                                   THE CREDITS

          SECTION 2.01.  COMMITMENTS.

          Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make Standby Loans to the Borrower and to purchase
participations in the reimbursement obligations of the Borrower to the Fronting
Bank, at any time and from time to time until the earlier of the Maturity Date
and the termination of the Commitment of such Lender, in an aggregate principal
amount at any time

<PAGE>

                                                                              18

outstanding not to exceed such Lender's Commitment, and the 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 Maturity Date in
aggregate stated amount at any time outstanding not to exceed the LC Commitment
Amount, subject, however, to the conditions that (i) at no time shall the sum of
(x) the outstanding aggregate principal amount of all Standby Loans plus (y) the
outstanding aggregate principal amount of all Competitive Loans plus (z) LC
Outstandings exceed the Total Commitment, (ii) at no time shall the sum of (x)
the outstanding aggregate principal amount of all Extensions of Credit plus (y)
the outstanding aggregate amount of all "Extensions of Credit" and "Borrowings"
under and as defined in the 364-Day Credit Agreement and the Bridge Facility,
respectively plus (z) the outstanding borrowings and other extensions of credit
under other credit agreements or loan agreements that the Borrower is a party
to, for the account of, or owing by, the Borrower exceed $2,000,000,000 or such
different amount reflected in the orders, resolutions and approvals referenced
in (i)(A) of the definition of "Borrower Approval Date", (iii) at no time shall
(x) the outstanding aggregate principal amount of all Standby Loans made by any
Lender plus (y) the amount by which the Competitive Loans made to the Borrower
and outstanding at such time shall be deemed to have used the Commitment of such
Lender pursuant to Section 2.15 plus (z) such Lender's Percentage of the LC
Outstandings exceed the amount of such Lender's Commitment and (iv) at all
times, the outstanding aggregate principal amount of all Standby Loans made by
each Lender to the Borrower shall equal the product of (A) the percentage that
such Lender's Commitment represents of the Total Commitment times (B) the
outstanding aggregate principal amount of all Standby Loans made to the
Borrower.

          Within the foregoing limits, the Borrower may borrow, pay or prepay
and, subject to the limitations set forth in Section 2.12(a), reborrow Standby
Loans hereunder, on and after the Restatement Date and prior to the Maturity
Date, subject to the terms, conditions and limitations set forth herein.

          SECTION 2.02.  LOANS.

          (a)  Each Standby 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
Standby 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). Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.03. The Standby Loans or Competitive
Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in
an aggregate principal amount that is an integral multiple of $1,000,000 and not
less than $5,000,000 and (ii) in the case of Standby Loans, 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 Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing
shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the
Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each
Lender may at its option make any Eurodollar Loan by causing any

<PAGE>

                                                                              19

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 paragraph (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 Administrative Agent in New York, New York,
not later than noon, New York City time, and the Administrative 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 Administrative 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. Competitive Loans
shall be made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans
shall be made by the Lenders pro rata in accordance with Section 2.15. Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's portion of such Borrowing, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with this
paragraph (c) and the Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative 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 Standby
Borrowing with a Standby Borrowing of the same or a different Type, subject to
the conditions and limitations set forth in this Agreement. Any Standby
Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid
in accordance with Section 2.07 or 2.12, as applicable, with the proceeds of a
new Standby Borrowing, and the proceeds of the new Standby Borrowing, to the
extent they do not exceed the principal amount of the Standby Borrowing being
refinanced, shall not be paid by the Lenders to the Administrative Agent or by
the Administrative Agent to the Borrower pursuant to paragraph (c) above.

          SECTION 2.03.  COMPETITIVE BID PROCEDURE.

          (a)  In order to request Competitive Bids, the Borrower shall hand
deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in
the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case
of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City
time, four Business Days before a proposed Competitive Borrowing and (ii) in the
case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before a proposed Competitive

<PAGE>

                                                                              20

Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive
Bid Request. A Competitive Bid Request that does not conform substantially to
the format of Exhibit A-1 may be rejected in the CAF Agent's sole discretion,
and the CAF Agent shall promptly notify the Borrower of such rejection by
telecopy. Each Competitive Bid Request shall refer to this Agreement and specify
(w) whether the Borrowing then being requested is to be a Eurodollar Borrowing
or a Fixed Rate Borrowing, (x) the date of such Borrowing (which shall be a
Business Day) and the aggregate principal amount thereof, which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of
$1,000,000, and (y) the Interest Period with respect thereto (which may not end
after the Maturity Date). Promptly after its receipt of a Competitive Bid
Request that is not rejected as aforesaid, the CAF Agent shall telecopy to each
Lender a Notice of Competitive Bid Request in the form of Exhibit A-2 inviting
the Lenders to bid, on the terms and conditions of this Agreement, to make
Competitive Loans.

          (b)  Each Lender invited to bid may, in its sole discretion, make one
or more Competitive Bids to the Borrower responsive to the Borrower's
Competitive Bid Request. Each Competitive Bid by a Lender must be received by
the CAF Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of
a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City
time, three Business Days before a proposed Competitive Borrowing and (ii) in
the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City
time, on the day of a proposed Competitive Borrowing. Multiple bids will be
accepted by the CAF Agent. Competitive Bids that do not conform substantially to
the format of Exhibit A-3 may be rejected by the CAF Agent, and the CAF Agent
shall notify the Lender making such nonconforming bid of such rejection as soon
as practicable. Each Competitive Bid shall refer to this Agreement and specify
(x) the principal amount (which shall be in a minimum principal amount of
$5,000,000 and in an integral multiple of $1,000,000 and which may equal the
entire principal amount of the Competitive Borrowing requested by the Borrower)
of the Competitive Loan or Loans that the Lender is willing to make to the
Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared
to make the Competitive Loan or Loans and (z) the Interest Period and the last
day thereof. If any Lender invited to bid shall elect not to make a Competitive
Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of
Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time,
three Business Days before a proposed Competitive Borrowing, and (II) in the
case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the
day of a proposed Competitive Borrowing; provided, however, that failure by any
Lender to give such notice shall not cause such Lender to be obligated to make
any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid
submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

          (c)  The CAF Agent shall notify the Borrower by telecopy of all the
Competitive Bids made, the Competitive Bid Rate and the principal amount of each
Competitive Loan in respect of which such Competitive Bid was made and the
identity of the Lender that made each such bid by (i) in the case of a
Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time,
three Business Days before a proposed Competitive Borrowing and (ii) in the case
of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the
day of a proposed Competitive Borrowing. The CAF Agent shall send a copy of all
Competitive Bids to the

<PAGE>

                                                                              21

Borrower for its records as soon as practicable after the completion of the
bidding process set forth in this Section 2.03.

          (d)  The Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any or all
Competitive Bids referred to in paragraph (c) above. The Borrower shall notify
the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive
Bid Accept/Reject Letter, whether and to what extent it has decided to accept or
reject any or all of the bids referred to in paragraph (c) above by (i) in the
case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York
City time, three Business Days before a proposed Competitive Borrowing and (ii)
in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City
time, on the day of a proposed Competitive Borrowing; provided, however, that
(i) the failure by the Borrower to give such notice shall be deemed to be a
rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower
shall not accept a bid made at a particular Competitive Bid Rate if it has
decided to reject a bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the principal amount specified in the Competitive Bid Request, (iv) if
the Borrower shall accept a bid or bids made at a particular Competitive Bid
Rate but the amount of such bid or bids shall cause the total amount of bids to
be accepted by the Borrower to exceed the amount specified in the Competitive
Bid Request, then the Borrower shall accept a portion of such bid or bids in an
amount equal to the amount specified in the Competitive Bid Request less the
amount of all other Competitive Bids accepted with respect to such Competitive
Bid Request, which acceptance, in the case of multiple bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such bid
at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no
bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further, however, that if a Competitive Loan must be in an amount less
than $5,000,000 because of the provisions of clause (iv) above, such Competitive
Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple bids
at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall
be rounded to integral multiples of $1,000,000 in a manner which shall be in the
discretion of the Borrower. A notice given by the Borrower pursuant to this
paragraph (d) shall be irrevocable.

          (e)  The CAF Agent shall promptly notify each bidding Lender (and the
Administrative Agent), by telecopy, whether or not its Competitive Bid has been
accepted (and if so, in what amount and at what Competitive Bid Rate) and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loan in respect of which its bid has
been accepted.

          (f)  No Competitive Borrowing shall be requested or made hereunder if
after giving effect thereto any of the conditions set forth in clauses (i), (ii)
and (iii) of Section 2.01 would not be met.

          (g)  If either the Administrative Agent or CAF Agent shall elect to
submit a Competitive Bid in its capacity as a Lender, such party shall submit
such bid directly to the Borrower one quarter of an hour earlier than the latest
time at which the other Lenders are required to submit their bids to the CAF
Agent pursuant to paragraph (b) above.

<PAGE>

                                                                              22

          (h)  The Borrower and the CAF Agent shall deliver to the
Administrative Agent by telecopy copies of all notices delivered by it pursuant
to this Section 2.03 at the same times such notices are delivered hereunder. All
notices required by this Section 2.03 shall be given in accordance with Section
8.01.

          (i)  A Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid that was accepted by the
Borrower pursuant to paragraph (d) above.

          SECTION 2.04.  STANDBY BORROWING PROCEDURE.

          In order to request a Standby Borrowing, the Borrower shall hand
deliver or telecopy to the Administrative Agent a duly completed Standby
Borrowing Request in the form of Exhibit A-5 (a) in the case of a Eurodollar
Standby Borrowing, not later than 11:00 a.m., New York City time, three Business
Days before such Borrowing, and (b) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before such Borrowing. No
Fixed Rate Loan shall be requested or made pursuant to a Standby Borrowing
Request. Such notice shall be irrevocable and shall in each case specify (i)
whether the Borrowing then being requested is to be a Eurodollar Standby
Borrowing or an ABR Borrowing; (ii) the date of such Standby Borrowing (which
shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is
to be a Eurodollar Standby Borrowing, the Interest Period with respect thereto,
which shall not end after the Maturity Date. If no election as to the Type of
Standby Borrowing is specified in any such notice, then the requested Standby
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurodollar Standby 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 2.04
of its election to refinance a Standby 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
Standby Borrowing shall be requested if the Interest Period with respect thereto
would end after the Maturity Date. The Administrative Agent shall promptly
advise the Lenders of any notice given pursuant to this Section 2.04 and of each
Lender's portion of the requested Borrowing.

          SECTION 2.05.  LETTERS OF CREDIT

          (a)  Subject to the terms and conditions hereof, each Letter of Credit
shall be issued (or the stated maturity thereof extended or terms thereof
modified or amended) on not less than three Business Days' prior notice thereof
by the delivery by the Borrower of a Request for Issuance to the Administrative
Agent (which shall promptly distribute copies thereof to the Lenders) and the
Fronting Bank. Each Request for Issuance shall specify (i) the date (which shall
be a Business Day) of issuance of such Letter of Credit (or the date of
effectiveness of such extension, modification or amendment) and the stated
expiry date thereof (which shall be no later than the earlier of (A) the first
anniversary of its date of issuance and (B) the fifth Business Day preceding the
Maturity Date, provided, that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which shall in
no event extend

<PAGE>

                                                                              23

beyond the date referred to in clause (B) above)), (ii) the proposed stated
amount (denominated in dollars) of such Letter of Credit (which shall not be
less than $1,000,000, unless otherwise agreed to by the Fronting Bank), (iii)
the name and address of the beneficiary of such Letter of Credit and (iv) a
statement of drawing conditions applicable to such Letter of Credit, and if such
Request for Issuance relates to an amendment or modification of a Letter of
Credit, it shall be accompanied by the consent of the beneficiary of the Letter
of Credit thereto. Each Request for Issuance shall be irrevocable unless
modified or rescinded by the Borrower that delivered such request not less than
two days prior to the proposed date of issuance (or effectiveness) specified
therein. Not later than 12:00 noon (New York City time) on the proposed date of
issuance (or effectiveness) specified in such Request for Issuance, and upon
fulfillment of the applicable conditions precedent and the other requirements
set forth herein, the Fronting Bank shall issue (or extend, amend or modify)
such Letter of Credit and provide notice and a copy thereof to the
Administrative Agent, which shall promptly furnish copies thereof to the
Lenders. Each Lender shall, upon the issuance of any Letter of Credit, acquire a
participation interest in such Letter of Credit, automatically and without any
action on its part or the part of the Fronting Bank, whereby such Lender shall
become obligated to perform such obligations in respect of such Letter of Credit
as are expressly set forth herein. The Fronting Bank shall not at any time be
obligated to issue any Letter of Credit if such issuance would conflict with any
applicable requirement of law.

          (b)  No Letter of Credit shall be requested or issued hereunder if,
after the issuance thereof, (i) the Outstanding Credits would exceed the Total
Commitment, (ii) the aggregate undrawn stated amounts of all Letters of Credit
outstanding would exceed the LC Commitment Amount or (ii) the sum of (x) the
outstanding aggregate principal amount of all Extensions of Credit plus (y) the
outstanding aggregate amount of all "Extensions of Credit" and "Borrowings"
under and as defined in the 364-Day Credit Agreement and the Bridge Facility,
respectively plus (z) the outstanding borrowings and other extensions of credit
under other credit agreements or loan agreements that the Borrower is a party
to, for the account of, or owing by, the Borrower exceed $2,000,000,000 or such
different amount reflected in the orders, resolutions and approvals referenced
in (i)(A) of the definition of "Borrower Approval Date". Furthermore, no Letter
of Credit shall be requested by, or issued to, the Borrower hereunder prior to
the Borrower Approval Date if, after the issuance thereof, the sum of (A) the
outstanding aggregate principal amount of all Loans made to the Borrower plus
(B) the aggregate amount of LC Outstandings for the account of, or owing by, the
Borrower plus (C) the outstanding aggregate principal amount of all "Loans"
under and as defined in the 364-Day Credit Agreement made to the Borrower plus
(D) the aggregate amount of "LC Outstandings" for the account of, or owing by,
the Borrower under and as defined in the 364-Day Credit Agreement would exceed
$2,000,000,000.

          (c)  The Borrower hereby agrees to pay to the Administrative Agent for
the account of the Fronting Bank and, if they shall have purchased
participations in the reimbursement obligations of the Borrower pursuant to
subsection (d) below, the Lenders, on demand made by the Fronting Bank to the
Borrower, on and after each date on which the Fronting Bank shall pay any amount
under any Letter of Credit issued by the Fronting Bank for the account of the
Borrower, a sum equal to the amount so paid plus interest on such amount from
the date so paid by the Fronting Bank until repayment to the Fronting Bank in
full at a fluctuating interest rate per annum equal to the Alternate Base Rate
plus the Applicable Margin for ABR Loans plus, if any amount paid by the
Fronting Bank under a Letter of Credit is not reimbursed by the Borrower within
three Business Days, 2%.

<PAGE>

                                                                              24

          (d)  If the Fronting Bank shall not have been reimbursed in full by
the Borrower for any payment made by the Fronting Bank under a Letter of Credit
issued by the Fronting Bank for the account of the Borrower on the date of such
payment, the Fronting Bank shall give the Administrative Agent and each Lender
prompt notice thereof (an "LC Payment Notice") no later than 12:00 noon (New
York City time) on the Business Day immediately succeeding the date of such
payment by the Fronting Bank. Notwithstanding any provision of this Agreement to
the contrary, each Lender severally agrees to purchase a participation in the
reimbursement obligation of the Borrower to the Fronting Bank by paying to the
Administrative Agent for the account of the Fronting Bank an amount equal to
such Lender's Percentage of such unreimbursed amount paid by the Fronting Bank,
plus interest on such amount at a rate per annum equal to the Federal Funds
Effective Rate from the date of the payment by the Fronting Bank to the date of
payment to the Fronting Bank by such Lender. Each such payment by a Lender shall
be made not later than 3:00 p.m. (New York City time) on the later to occur of
(i) the Business Day immediately following the date of such payment by the
Fronting Bank and (ii) the Business Day on which the Lender shall have received
an LC Payment Notice from the Fronting Bank. Each Lender's obligation to make
each such payment to the Administrative Agent for the account of the Fronting
Bank shall be several and shall not be affected by the occurrence or continuance
of a Default or Event of Default or the failure of any other Lender to make any
payment under this Section 2.05(d). Each Lender further agrees that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

          (e)  The failure of any Lender to make any payment to the
Administrative Agent for the account of the Fronting Bank in accordance with
subsection (d) above, shall not relieve any other Lender of its obligation to
make payment, but no Lender shall be responsible for the failure of any other
Lender. If any Lender (a "non-performing Lender") shall fail to make any payment
to the Administrative Agent for the account of the Fronting Bank in accordance
with subsection (d) above within five Business Days after the LC Payment Notice
relating thereto, then, for so long as such failure shall continue, the Fronting
Bank shall be deemed, for purposes of Section 2.16 and Article VI hereof, to be
a Lender hereunder owed a Loan in an amount equal to the outstanding principal
amount due and payable by such non-performing Lender to the Administrative Agent
for the account of the Fronting Bank pursuant to subsection (d) above. Any
non-performing Lender and the Borrower for the account of which the relevant
Letter of Credit was issued (without waiving any claim against such Lender for
such Lender's failure to purchase a participation in the reimbursement
obligations of the Borrower under subsection (d) above) severally agree to pay
to the Administrative Agent for the account of the Fronting Bank forthwith on
demand such amount, together with interest thereon for each day from the date
the Lender would have purchased its participation had it complied with the
requirements of subsection (d) above until the date such amount is paid to the
Administrative Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to ABR Loans (or the interest rate that would be
applicable if ABR Loans were outstanding) and (ii) in the case of such Lender,
the Federal Funds Effective Rate.

          (f)  The payment obligations of each Lender under Section 2.05(d) and
of the Borrower under this Agreement in respect of any payment under any Letter
of Credit shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including,
without limitation, the following circumstances:

<PAGE>

                                                                              25

               (i)       any lack of validity or enforceability of this
          Agreement or any other agreement or instrument relating hereto or to
          such Letter of Credit;

               (ii)      any amendment or waiver of, or any consent to departure
          from, the terms of this Agreement or such Letter of Credit;

               (iii)     the existence of any claim, set-off, defense or other
          right that the Borrower may have at any time against any beneficiary,
          or any transferee, of such Letter of Credit (or any persons for whom
          any such beneficiary or any such transferee may be acting), the
          Fronting Bank, or any other person, whether in connection with this
          Agreement, the transactions contemplated hereby or by such Letter of
          Credit, or any unrelated transaction;

               (iv)      any statement or any other document presented under
          such Letter of Credit proving to be forged, fraudulent, invalid or
          insufficient in any respect or any statement therein being untrue or
          inaccurate in any respect;

               (v)       payment in good faith by the Fronting Bank under the
          Letter of Credit issued by the Fronting Bank against presentation of a
          draft or certificate that does not comply with the terms of such
          Letter of Credit; or

               (vi)      any other circumstance or happening whatsoever, whether
          or not similar to any of the foregoing.

          (g)  The Borrower assumes all risks of the acts and omissions of any
beneficiary or transferee of any Letter of Credit. Neither the Fronting Bank,
the Lenders nor any of their respective officers, directors, employees, agents
or Affiliates shall be liable or responsible for (i) the use that may be made of
such Letter of Credit or any acts or omissions of any beneficiary or transferee
thereof in connection therewith; (ii) the validity, sufficiency or genuineness
of documents, or of any endorsement thereon, even if such documents should prove
to be in any or all respects invalid, insufficient, fraudulent or forged; (iii)
payment by the Fronting Bank against presentation of documents that do not
comply with the terms of such Letter of Credit, including failure of any
documents to bear any reference or adequate reference to such Letter of Credit;
or (iv) any other circumstances whatsoever in making or failing to make payment
under such Letter of Credit, except that the Borrower and each Lender shall have
the right to bring suit against the Fronting Bank, and the Fronting Bank shall
be liable to the Borrower and any Lender, to the extent of any direct, as
opposed to consequential, damages suffered by the Borrower or such Lender, which
the Borrower or such Lender proves were caused by the Fronting Bank's wilful
misconduct or gross negligence, including, in the case of the Borrower, the
Fronting Bank's wilful failure to make timely payment under such Letter of
Credit following the presentation to it by the beneficiary thereof of a draft
and accompanying certificate(s) that strictly comply with the terms and
conditions of such Letter of Credit. In furtherance and not in limitation of the
foregoing, the Fronting Bank may accept sight drafts and accompanying
certificates presented under any Letter of Credit issued by the Fronting Bank
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and
payment against such documents shall not constitute wilful misconduct or gross
negligence by the Fronting Bank. Notwithstanding the foregoing, no Lender shall
be obligated to

<PAGE>

                                                                              26

indemnify the Borrower for damages caused by the Fronting Bank's wilful
misconduct or gross negligence.

          SECTION 2.06.  FEES.

          (a)  The Borrower agrees to pay to each Lender, through the
Administrative Agent, on each March 31, June 30, September 30 and December 31
(with the first payment being due on September 30, 2002) 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 amount of the sum of
the unused Commitment of such Lender plus the principal amount of outstanding
Extensions of Credit made by such Lender (without regard, in either case, to any
Competitive Loans made by any Lender), during the preceding quarter (or other
period commencing on the Restatement Date or ending on the Maturity Date or any
date on which the Commitment of such Lender shall be terminated). All Facility
Fees shall be computed on the basis of the actual number of days elapsed in a
year of 360 days. The Facility Fee due to each Lender shall commence to accrue
on the Restatement Date, and shall cease to accrue on the date of termination of
the Commitment of such Lender as provided herein.

          (b)  The Borrower agrees to pay the Administrative Agent, for its own
account, the administrative fees provided for in the Letter Agreement (the
"Administrative Fees").

          (c)  The Borrower agrees to pay the CAF Agent, for its own account,
the Auction Fees.

          (d)  The Borrower agrees to pay the Administrative Agent for the
account of the Fronting Bank a fronting fee (a "Fronting Fee") and such other
charges with respect to such Letter of Credit as are set forth in the Fee Letter
or otherwise agreed upon with the Fronting Bank, and agrees to pay to the
Administrative Agent for the account of the Lenders a fee (the "LC Fee") on the
face amount of each Letter of Credit issued by the Fronting Bank for the account
of the Borrower calculated at a rate per annum equal to the Applicable Margin
for Eurodollar Standby Loans, 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 Administrative Agent for distribution, if and as appropriate,
among the Lenders or to the CAF Agent or the Fronting Bank. Once paid, none of
the Fees shall be refundable under any circumstances.

          SECTION 2.07.  REPAYMENT OF OUTSTANDING CREDITS; EVIDENCE OF
                         INDEBTEDNESS.

          (a)  The principal balance of each Outstanding Credit shall be due and
payable on the last day of the Interest Period applicable thereto and on the
Maturity 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

<PAGE>

                                                                              27

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 Administrative 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 Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

          (d)  The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 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 Administrative 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 2.08.  INTEREST ON LOANS.

          (a)  Subject to the provisions of Section 2.09, 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 and in the case of each Eurodollar
Competitive Loan, the LIBO Rate for the Interest Period in effect for such
Borrowing plus the Competitive Bid Margin offered by the Lender making such Loan
and accepted by the Borrower pursuant to Section 2.03.

          (b)  Subject to the provisions of Section 2.09, 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.

          (c)  Subject to the provisions of Section 2.09, each Fixed Rate Loan
shall bear interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the fixed rate of
interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

          (d)  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 Borrower a
certificate setting forth in reasonable detail the basis for such determination.

<PAGE>

                                                                              28

          SECTION 2.09.  DEFAULT INTEREST.

          If the Borrower shall default in the payment of the principal of or
interest on any Loan or any other amount becoming due hereunder (except for
reimbursement obligations in respect of Letters of Credit that have been
refunded with Loans), whether by scheduled maturity, notice of prepayment,
acceleration or otherwise, the Borrower shall on demand from time to time from
the Administrative Agent pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed as provided in Section
2.08(b)) equal to the Alternate Base Rate plus the Applicable Margin for ABR
Loans plus 1%.

          SECTION 2.10.  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
Administrative 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 Administrative Agent shall, as
soon as practicable thereafter, give telecopy 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 Administrative Agent shall have advised the
Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (x) any request by the Borrower for a Eurodollar Competitive
Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be
denied by the Administrative Agent and (y) any request by the Borrower for a
Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a
request for an ABR Borrowing. In the event the Required Lenders notify the
Administrative 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 Administrative
Agent shall notify the Borrower of such notice and until the Required Lenders
shall have advised the Administrative Agent that the circumstances giving rise
to such notice no longer exist, any request by the Borrower for a Eurodollar
Standby Borrowing shall be deemed a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be made in good faith
and shall be conclusive absent manifest error; provided that the Administrative
Agent, shall, upon request, provide to the Borrower a certificate setting forth
in reasonable detail the basis for such determination.

          SECTION 2.11.  TERMINATION AND REDUCTION OF COMMITMENTS.

          (a)  The Commitments shall be automatically terminated on the Maturity
Date.

          (b)  Upon at least two Business Days' prior irrevocable written notice
to the Administrative Agent, the Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Total
Commitment; provided, however, that (i) each partial reduction of the Total
Commitment 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 Total Commitment to an amount less than (A) the
aggregate amount of Outstanding Credits on the date of such termination or
reduction (after giving effect to any

<PAGE>

                                                                              29

prepayment made pursuant to Section 2.12) or (B) $50,000,000, unless the result
of such termination or reduction referred to in this clause (B) is to reduce the
Total Commitment to $0. The Administrative Agent shall advise the Lenders of any
notice given pursuant to this Section 2.11(b) and of each Lender's portion of
any such termination or reduction of the Total Commitment.

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

          SECTION 2.12.  PREPAYMENT.

          (a)  The Borrower shall have the right at any time and from time to
time to prepay any Standby Borrowing, in whole or in part, upon giving telecopy
notice (or telephone notice promptly confirmed by telecopy) to the
Administrative 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
that is an integral multiple of $10,000,000 and not less than $10,000,000. No
prepayment may be made in respect of any Competitive Borrowing.

          (b)  On the date of any termination or reduction of the Commitments
pursuant to Section 2.11, the Borrower shall pay or prepay so much of the
Standby Borrowings and/or deposit funds in the Cash Collateral Account in
respect of undrawn Letters of Credit outstanding on such date as shall be
necessary in order that the Outstanding Credits will not exceed the Total
Commitment, after giving effect to such termination or reduction.

          (c)  Each notice of prepayment 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 2.12 shall be subject to Section 8.05 but
otherwise without premium or penalty. All prepayments under this Section 2.12
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.

          SECTION 2.13.  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
the Fronting Bank hereunder (except for changes in respect of taxes on the
overall net income of such Lender or the Fronting Bank (as the case may be) or
its lending office imposed by the jurisdiction in which such Lender's or the
Fronting Bank's (as the case may be) principal executive office or lending
office is located), or shall result in the imposition, modification or

<PAGE>

                                                                              30

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 the Fronting Bank, or shall result in the imposition on any Lender, the
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 the Fronting Bank, and the result of any of
the foregoing shall be to increase the cost to such Lender or the Fronting Bank
(as the case may be) of making or maintaining any Extension of Credit (other
than an ABR Loan) or to reduce the amount of any sum received or receivable by
such Lender or the Fronting Bank (as the case may be) hereunder (whether of
principal, interest or otherwise) by an amount deemed by such Lender or the
Fronting Bank (as the case may be) to be material, then the Borrower shall, upon
receipt of the notice and certificate provided for in Section 2.13(c), promptly
pay to such Lender or the Fronting Bank (as the case may be) such additional
amount or amounts as will compensate such Lender or the Fronting Bank (as the
case may be) for such additional costs incurred or reduction suffered.
Notwithstanding the foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Loan if the
change giving rise to such request was applicable to such Lender at the time of
submission of the Competitive Bid pursuant to which such Competitive Loan was
made.

          (b)  If any Lender or the 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 the
Fronting Bank (or any lending office of such Lender or the Fronting Bank) or any
Lender's or the 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 the Fronting Bank's (as the case
may be) capital or on the capital of such Lender's or the 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 the
Fronting Bank (as the case may be) pursuant hereto to a level below that which
such Lender or the Fronting Bank (as the case may be) or such Lender's or the
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
the Fronting Bank's (as the case may be) policies and the policies of such
Lender's or the Fronting Bank's (as the case may be) holding company with
respect to capital adequacy) by an amount deemed by such Lender or the 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 the Fronting Bank (as the
case may be) for any such reduction suffered will be paid by the Borrower to
such Lender or the Fronting Bank (as the case may be). It is acknowledged that
this Agreement is being entered into by the Lenders and the Fronting Bank on the
understanding that neither the Lenders nor the Fronting Bank will be required to
maintain capital against their Commitments or agreement 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 Bank shall
otherwise determine that such understanding is incorrect, it is agreed that the
Lenders or the Fronting Bank, as the case may be, will be entitled

<PAGE>

                                                                              31

to make claims under this paragraph (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 Fronting Bank setting forth
such amount or amounts as shall be necessary to compensate such Lender or the
Fronting Bank (as the case may be) or its holding company as specified in
paragraph (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 the 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 the 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 the Fronting Bank to give such notice shall not
constitute a waiver of such Lender's or the Fronting Bank's (as the case may be)
right to demand compensation hereunder.

          (d)  Failure on the part of any Lender or the 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 the Fronting Bank's (as the case may
be) right to demand compensation with respect to such period or any other
period; provided, however, that neither any Lender nor the Fronting Bank shall
be entitled to compensation under this Section 2.13 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
paragraph (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 the
Fronting Bank regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition that shall have occurred or been imposed.

          (e)  Each Lender and the 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 the Fronting Bank (as the case may be), be disadvantageous to
such Lender or the Fronting Bank (as the case may be).

          SECTION 2.14.  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 Agents, such Lender may:

               (i)       declare that Eurodollar Loans will not thereafter be
          made by such Lender hereunder, whereupon such Lender shall not submit
          a Competitive Bid in response to a request for Eurodollar Competitive
          Loans and any request for a Eurodollar Standby Borrowing shall, as to
          such Lender only, be deemed a request for an ABR Loan unless

<PAGE>

                                                                              32

          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 paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that 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 2.14, 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 2.15.  PRO RATA TREATMENT.

          Except as provided below in this Section 2.15 with respect to
Competitive Borrowings and as required under Sections 2.14 and 2.19, each
Standby Borrowing, each payment or prepayment of principal of any Standby
Borrowing, each payment of interest on the Standby Loans, each payment of the
Facility Fees, each reduction of the Commitments and each refinancing or
conversion of any Borrowing with a Standby 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 Standby
Loans). Each payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing. Each payment of interest on any
Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Competitive Loans comprising
such Borrowing. For purposes of determining the available Commitments of the
Lenders at any time, each outstanding Competitive Borrowing shall be deemed to
have utilized the Commitments of the Lenders (including those Lenders that shall
not have made Loans as part of such Competitive Borrowing) pro rata in
accordance with such respective Commitments, and the LC Outstandings shall be
deemed to have utilized the Commitments of the Lenders pro rata in accordance
with their respective Commitments. Each Lender agrees that in computing such
Lender's portion of any Borrowing to be made hereunder, the Administrative Agent
may, in its discretion, round each Lender's percentage of such Borrowing to the
next higher or lower whole dollar amount.

          SECTION 2.16.  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

<PAGE>

                                                                              33

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 Standby Loans or LC
Outstandings as a result of which the unpaid principal portion of its Standby
Loans and LC Outstandings shall be proportionately less than the unpaid
principal portion of the Standby 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 Standby Loans or LC Outstandings of such other Lender, so
that the aggregate unpaid principal amount of the Standby Loans and LC
Outstandings and participations in the Standby Loans and LC Outstandings held by
each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Standby Loans and LC Outstandings then outstanding as the
principal amount of its Standby 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 Standby 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 2.16 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
Standby Loan or 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 2.17.  PAYMENTS.

          (a)  The Borrower shall make each payment (including principal of or
interest on any Extension of 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 Administrative Agent at its offices at
One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention: Loan
and Agency Services Group, 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 either Agent,
the Fronting Bank or any Lender.

          (b)  Whenever any payment (including principal of or interest on any
Extension of 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 2.18.  TAXES.

          (a)  Any and all payments of principal and interest on any of the
Outstanding Credits, or of any Fees or indemnity or expense reimbursements by
the Borrower hereunder ("Borrower

<PAGE>

                                                                              34

Payments") shall be made, in accordance with Section 2.17, free and clear of and
without deduction for any and all current or future United States Federal, state
and local taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect to such Borrower Payments, but only to the extent
reasonably attributable to such Borrower Payments, excluding (i) income taxes
imposed on the net income of the Administrative Agent, the CAF Agent, the
Fronting Bank or any Lender (or any transferee or assignee thereof, including a
participation holder (any such entity a "Transferee")) and (ii) franchise taxes
imposed on the net income of the Administrative Agent, the CAF Agent, the
Fronting Bank or any Lender (or Transferee), in each case by the jurisdiction
under the laws of which the Administrative Agent, the CAF Agent, the Fronting
Bank or such Lender (or Transferee) is organized or doing business through
offices or branches located therein, or any political subdivision thereof (all
such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities, collectively or individually, "Taxes"). If the Borrower shall be
required to deduct any Taxes from or in respect of any sum payable hereunder to
any Lender (or any Transferee) or the Agents or the Fronting Bank, (i) the sum
payable shall be increased by the amount (an "additional amount") necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.18) such Lender (or Transferee) or
Agent or the Fronting Bank (as the case may be) shall receive an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

          (b)  In addition, the Borrower shall pay to the relevant United States
Governmental Authority in accordance with applicable law any current or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or the
Letter Agreement ("Other Taxes").

          (c)  The Borrower shall indemnify each Lender (or Transferee thereof),
each Agent and the Fronting Bank for the full amount of Taxes and Other Taxes
with respect to Borrower Payments paid by such person, and any liability
(including penalties, interest and expenses (including reasonable attorney's
fees and expenses)) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted by the relevant
United States Governmental Authority. A certificate setting forth and containing
an explanation in reasonable detail of the manner in which such amount shall
have been determined and the amount of such payment or liability prepared by a
Lender, the CAF Agent, the Fronting Bank, or the Administrative Agent on their
behalf, absent manifest error, shall be final, conclusive and binding for all
purposes. Such indemnification shall be made within 30 days after the date the
Lender (or Transferee) or any Agent or the Fronting Bank, as the case may be,
makes written demand therefor.

          (d)  If a Lender (or Transferee) or any Agent or the Fronting Bank
shall become aware that it is entitled to claim a refund from a United States
Governmental Authority in respect of Taxes or Other Taxes as to which it has
been indemnified by the Borrower, or with respect to which the Borrower has paid
additional amounts, pursuant to this Section 2.18, it shall promptly notify the
Borrower of the availability of such refund claim and shall, within 30 days
after receipt of a request by the Borrower, make a claim to such United States
Governmental Authority

<PAGE>

                                                                              35

for such refund at the Borrower's expense. If a Lender (or Transferee) or any
Agent or the Fronting Bank receives a refund (including pursuant to a claim for
refund made pursuant to the preceding sentence) in respect of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower had paid additional amounts pursuant to this Section 2.18, it
shall within 30 days from the date of such receipt pay over such refund to the
Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.18 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
such Lender (or Transferee) or such Agent or the Fronting Bank and without
interest (other than interest paid by the relevant United States Governmental
Authority with respect to such refund); provided, however, that the Borrower,
upon the request of such Lender (or Transferee) or such Agent or the Fronting
Bank, agrees to repay the amount paid over to the Borrower (plus penalties,
interest or other charges) to such Lender (or Transferee) or such Agent or the
Fronting Bank in the event such Lender (or Transferee) or such Agent or the
Fronting Bank is required to repay such refund to such United States
Governmental Authority.

          (e)  As soon as practicable, but in any event within 30 days, after
the date of any payment of Taxes or Other Taxes by the Borrower to the relevant
United States Governmental Authority, the Borrower will deliver to the
Administrative Agent, at its address referred to in Section 8.01, the original
or a certified copy of a receipt issued by such United States Governmental
Authority evidencing payment thereof.

          (f)  Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.18
shall survive the payment in full of the principal of and interest on all
Extensions of Credit made hereunder.

          (g)  Each of the Agents, the Fronting Bank and each Lender (or
Transferee) that is organized under the laws of a jurisdiction other than the
United States, any State thereof or the District of Columbia (a "Non-U.S.
Lender" or "Non U.S. Agent", as applicable) shall deliver to the Borrower and
the Administrative Agent two copies of either United States Internal Revenue
Service Form W-8BEN or Form W-8ECI, properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or reduced rate of, United
States Federal withholding tax on payments by the Borrower under this Agreement.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of a Transferee that is a
participation holder, on or before the date such participation holder becomes a
Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender
changes its applicable lending office by designating a different lending office
(a "New Lending Office"). In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. Notwithstanding any other provision of this
Section 2.18(g), a Non-U.S. Lender shall not be required to deliver any form
pursuant to this Section 2.18(g) that such Non-U.S. Lender is not legally able
to deliver.

          (h)  The Borrower shall not be required to indemnify any Non-U.S.
Lender or Non-U.S. Agent (including any Transferee), or to pay any additional
amounts to any Non-U.S. Lender or Non-U.S. Agent (including any Transferee), in
respect of United States Federal, state or local withholding tax pursuant to
paragraph (a) or (c) above to the extent that (i) the obligation to

<PAGE>

                                                                              36

withhold amounts with respect to United States Federal, state or local
withholding tax existed on the date such Non-U.S. Lender became a party to this
Agreement (or, in the case of a Transferee that is a participation holder, on
the date such participation holder became a Transferee hereunder) or, with
respect to payments to a New Lending Office, the date such Non-U.S. Lender
designated such New Lending Office with respect to an Extension of Credit;
provided, however, that this clause (i) shall not apply to any Transferee or New
Lending Office that becomes a Transferee or New Lending Office as a result of an
assignment, participation, transfer or designation made at the request of the
Borrower; and provided further, however, that this clause (i) shall not apply to
the extent the indemnity payment or additional amounts any Transferee, or the
Fronting Bank or any Lender (or Transferee) through a New Lending Office, would
be entitled to receive (without regard to this clause (i)) do not exceed the
indemnity payment or additional amounts that the person making the assignment,
participation or transfer to such Transferee, or the Fronting Bank or Lender (or
Transferee) making the designation of such New Lending Office, would have been
entitled to receive in the absence of such assignment, participation, transfer
or designation or (ii) the obligation to pay such additional amounts or such
indemnity payments would not have arisen but for a failure by such Non-U.S.
Lender (including any Transferee) to comply with the provisions of paragraph (g)
above and (i) below.

          (i)  Any of the Fronting Bank or any Lender (or Transferee) claiming
any indemnity payment or additional amounts payable pursuant to this Section
2.18 shall use reasonable efforts (consistent with legal and regulatory
restrictions) to file any certificate or document reasonably requested in
writing by the Borrower or to change the jurisdiction of its applicable lending
office if the making of such a filing or change would avoid the need for or
reduce the amount of any such indemnity payment or additional amounts that may
thereafter accrue and would not, in the good faith determination of the Fronting
Bank or such Lender (or Transferee) (as the case may be), be otherwise
disadvantageous to the Fronting Bank or such Lender (or Transferee) (as the case
may be).

          (j)  Nothing contained in this Section 2.18 shall require any Lender
(or Transferee) or any Agent or the Fronting Bank to make available to the
Borrower any of its tax returns (or any other information) that it deems to be
confidential or proprietary.

          SECTION 2.19.  ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES.

          In the event that any Lender or the Fronting Bank shall have delivered
a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrower shall
be required to make additional payments to any Lender or the Fronting Bank under
Section 2.18, the Borrower shall have the right, at its own expense, upon notice
to such Lender or the Fronting Bank (as the case may be) and the Agents, to
require such Lender or the Fronting Bank (as the case may be) to transfer and
assign without recourse (in accordance with and subject to the restrictions
contained in Section 8.04) all such Lender's or the Fronting Bank's (as the case
may be) interests, rights and obligations contained hereunder to another
financial institution approved by the Agents and the Borrower (which approval
shall not be unreasonably withheld) which shall assume such obligations;
provided that (i) no such assignment shall conflict with any law, rule or
regulation or order of any Governmental Authority and (ii) the assignee shall
pay to the affected Lender or the Fronting Bank (as the case may be) in
immediately available funds on the date of such assignment the principal of and
interest accrued to the date of payment on the Extensions of

<PAGE>

                                                                              37

Credit made by it hereunder and all other amounts accrued for its account or
owed to it hereunder and the Borrower shall pay the processing and recordation
fee due pursuant to Section 8.04.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to each of the Lenders and the
Fronting Bank as follows:

          SECTION 3.01.  ORGANIZATION; POWERS.

          The Borrower (i) is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (ii)
has all requisite power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (iii) is
qualified to do business in every jurisdiction where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Change, and (iv) has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement and to request and
receive Extensions of Credit hereunder.

          SECTION 3.02.  AUTHORIZATION.

          The execution, delivery and performance by the Borrower of this
Agreement and the Extensions of Credit hereunder (i) have been duly authorized
by all requisite corporate action and (ii) will not (A) violate (x) any
provision of any law, statute, rule or regulation (including, without
limitation, the Margin Regulations) or of the certificate of incorporation or
other constitutive documents or by-laws of the Borrower or any of its
Subsidiaries to which the Borrower is subject, (y) any order of any Governmental
Authority or (z) any provision of any indenture, agreement or other instrument
to which the Borrower or any of its Subsidiaries is a party or by which it or
any of its property is or may be bound, (B) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (C) result in
the creation or imposition of any Lien upon any property or assets of the
Borrower.

          SECTION 3.03.  ENFORCEABILITY.

          This Agreement constitutes a legal, valid and binding obligation of
the Borrower enforceable in accordance with its terms except to the extent that
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally.

          SECTION 3.04.  GOVERNMENTAL APPROVALS.

          No action, consent or approval of, registration or filing with or
other action by any Governmental Authority is or will be required in connection
with the execution, delivery and performance by the Borrower of this Agreement,
except those as have been duly obtained and as are (i) in full force and effect,
(ii) sufficient for their purpose and (iii) not subject to any pending

<PAGE>

                                                                              38

or, to the knowledge of the Borrower, threatened appeal or other proceeding
seeking reconsideration or review thereof.

          SECTION 3.05.  FINANCIAL STATEMENTS.

          (a)  The consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 31, 2001 and the related consolidated
statements of income, retained earnings and cash flows for the fiscal year then
ended, reported on by Deloitte & Touche LLP and set forth in the Borrower's 2001
Annual Report on Form 10-K, copies of which have been delivered to each of the
Lenders, fairly present, in conformity with GAAP, the consolidated financial
position of the Borrower and its Consolidated Subsidiaries as of such date and
their consolidated results of operations and cash flows for such period ending
on such date. The unaudited consolidated balance sheets of the Borrower and its
Consolidated Subsidiaries as of March 31, 2002 and the related consolidated
statements of income and cash flows for the three-month period ending on such
date, certified by a Responsible Officer of the Borrower, copies of which have
been delivered to each of the Lenders, fairly present (subject to year-end
adjustments), in conformity with GAAP, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as of such dates and their
consolidated results of operations and cash flows for the periods ending on such
dates.

          (b)  Except as set forth in the financial statements or other reports
of the type referred to in Section 5.03 hereof and that have been delivered to
the Lenders on or prior to the date hereof, since December 31, 2001, there has
been no Material Adverse Change with respect to the Borrower, other than as a
result of the matters excluded from the computation of Consolidated Earnings
Available for Fixed Charges as set forth in the definition thereof.

          SECTION 3.06.  LITIGATION.

          Except as set forth in the financial statements or other reports of
the type referred to in Section 5.03 hereof and that have been delivered to the
Lenders on or prior to the date hereof, there is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision that could materially adversely
affect the ability of the Borrower to pay its obligations hereunder or that in
any manner draws into question the validity of this Agreement.

          SECTION 3.07.  FEDERAL RESERVE REGULATIONS.

          (a)  Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock.

          (b)  No part of the proceeds of any Extension of Credit will be used
by the Borrower, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry Margin Stock or to refund
indebtedness originally incurred for such purpose, or for any other purpose that
entails a violation of, or that is inconsistent with, the provisions of the
Margin Regulations.

<PAGE>

                                                                              39

          (c)  Not more than 25% of the value of the assets of the Borrower
subject to the restrictions of Sections 5.09 and 5.10 are represented by Margin
Stock.

          SECTION 3.08.  INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
                         ACT.

          (a)  Neither the Borrower nor any of its Subsidiaries is an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940.

          (b)  The Borrower and each of its Subsidiaries is exempt from all
provisions of the Public Utility Holding Company Act of 1935 and rules and
regulations thereunder, except for Sections 9(a)(2) and 33 of such Act and the
rules and regulations thereunder, and the execution, delivery and performance by
the Borrower of this Agreement and its obligations hereunder do not violate any
provision of such Act or any rule or regulation thereunder.

          SECTION 3.09.  NO MATERIAL MISSTATEMENTS.

          No report, financial statement or other written information furnished
by or on behalf of the Borrower to the Agents or any Lender pursuant to or in
connection with this Agreement contains or will contain any material
misstatement of fact or omits or will omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were or will be made, not misleading.

          SECTION 3.10.  TAXES.

          The Borrower and its Subsidiaries have filed or caused to be filed
within 3 days of the date on which due, all material Federal, state and local
tax returns that to their knowledge are required to be filed by them, and have
paid or caused to be paid all material taxes shown to be due and payable on such
returns or on any assessments received by them, other than any taxes or
assessments the validity of which is being contested in good faith by
appropriate proceedings and with respect to which appropriate accounting
reserves have to the extent required by GAAP been set aside.

          SECTION 3.11.  EMPLOYEE BENEFIT PLANS.

          With respect to each Plan, the Borrower and its ERISA Affiliates are
in compliance in all material respects with the applicable provisions of ERISA
and the Code and the final regulations and published interpretations thereunder.
No ERISA Event has occurred that alone or together with any other ERISA Event
has resulted or could reasonably be expected to result in a Material Adverse
Change. Neither the Borrower nor any ERISA Affiliate has incurred any Withdrawal
Liability that could result in a Material Adverse Change. Neither the Borrower
nor any ERISA Affiliate has received any notification that any Multiemployer
Plan is in reorganization or has been terminated within the meaning of Title IV
of ERISA, which such reorganization or termination could result in a Material
Adverse Change, and no Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated where such reorganization or termination has
resulted or can reasonably be expected to result, through an increase in the
contributions required to be made to such Plan or otherwise, in a Material
Adverse Change.

<PAGE>

                                                                              40

          SECTION 3.12.  SIGNIFICANT SUBSIDIARIES.

          Each of the Borrower's Significant Subsidiaries is a corporation,
limited liability company or other type of person duly incorporated or formed
(as the case may be), validly existing and in good standing under the laws of
its jurisdiction of incorporation or formation (as the case may be) and has all
corporate, limited liability company, partnership or other (as the case may be)
powers necessary to carry on its business substantially as now conducted. The
Borrower's Significant Subsidiaries have all material governmental licenses,
authorizations, consents and approvals required to carry on the business of the
Significant Subsidiaries substantially as now conducted.

          SECTION 3.13.  ENVIRONMENTAL MATTERS.

          Except as set forth in or contemplated by the financial statements or
other reports of the type referred to in Section 5.03 hereof, which have been
delivered to the Lenders on or prior to the date hereof, the Borrower and each
of its Subsidiaries has complied in all material respects with all Federal,
state, local and other statutes, ordinances, orders, judgments, rulings and
regulations relating to environmental pollution or to environmental or nuclear
regulation or control, except to the extent that failure to so comply could not
reasonably be expected to result in a Material Adverse Change. Except as set
forth in or contemplated by such financial statements or other reports, neither
the Borrower nor any of its Subsidiaries has received notice of any material
failure so to comply, except where such failure could not reasonably be expected
to result in a Material Adverse Change. Except as set forth in or contemplated
by such financial statements or other reports, the facilities of the Borrower or
any of its Subsidiaries, as the case may be, are not used to manage any
hazardous wastes, hazardous substances, hazardous materials, toxic substances,
toxic pollutants or substances similarly denominated, as those terms or similar
terms are used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the
Clean Water Act or any other applicable law relating to environmental pollution,
or any nuclear fuel or other radioactive materials, in violation in any material
respect of any law or any regulations promulgated pursuant thereto, except to
the extent that such violations could not reasonably be expected to result in a
Material Adverse Change. Except as set forth in or contemplated by such
financial statements or other reports, the Borrower is aware of no events,
conditions or circumstances involving environmental pollution or contamination
that could reasonably be expected to result in a Material Adverse Change.

          SECTION 3.14.  SOLVENCY

          The Borrower is Solvent.

<PAGE>

                                                                              41

                                   ARTICLE IV
                                   CONDITIONS

          The obligations of the Lenders and the Fronting Bank to make
Extensions of Credit to or for the account of the Borrower hereunder, and the
effectiveness of this Agreement, are subject to the satisfaction of the
following conditions:

          SECTION 4.01.  RESTATEMENT DATE.

          The Commitment of each Lender to make any Loan and the obligation of
the Fronting Bank to issue any Letter of Credit on or after the date hereof and
the effectiveness of this Agreement are subject to the conditions (the first
date such conditions are satisfied being hereinafter referred to as the
"Restatement Date") that on or prior to the Restatement Date:

          (a)  The Agents shall have received all accrued but unpaid fees under
the Original Agreement and all other amounts due and payable as of the
Restatement Date by the Original Borrowers under the Original Agreement or the
Letter Agreement, and the Agents shall have received evidence satisfactory to
them that all amounts outstanding under the Original Agreement have been repaid
(or, in the case of amounts owed by Holdings, will be repaid on the Restatement
Date with the proceeds of the Loans hereunder).

          (b)  The Administrative Agent shall have received an executed
counterpart to this Agreement of each Agent, the Fronting Bank, each of the
Lenders and the Borrower.

          (c)  The Administrative Agent shall have received favorable written
legal opinions of (i) (A) Thelen Reid & Priest LLP, special New York counsel to
the Borrower, and (B) Hunton & Williams, counsel to the Borrower, and (ii) King
& Spalding, special New York counsel to the Administrative Agent, in each case
dated the Restatement Date, addressed to the Administrative Agent, the CAF
Agent, the Fronting Bank and the Lenders and in form and substance satisfactory
to the Administrative Agent.

          (d)  The Administrative Agent shall have received (i) a copy of the
certificate of incorporation, including all amendments thereto, of the Borrower,
certified as of a recent date by the Secretary of State of the state of Texas,
and a certificate as to the good standing of the Borrower as of a recent date
from such Secretary of State, (ii) a certificate of the Secretary or an
Assistant Secretary of the Borrower, dated the Restatement Date and certifying
(A) that attached thereto is a true and complete copy of the bylaws of the
Borrower as in effect on such date and at all times since a date prior to the
date of the resolutions described in clause (B) below, (B) that attached thereto
are true and complete copies of resolutions duly adopted by the Board of
Directors of the Borrower authorizing the execution and delivery by the Borrower
of this Agreement, the Extensions of Credit to be made hereunder and the
performance by the Borrower of all of its obligations hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the certificate of incorporation referred to in clause (i)
above has not been amended since the date of the last amendment thereto shown on
the certificate of good standing furnished pursuant to such clause (i) and (D)
as to the incumbency and specimen signature of each officer executing this
Agreement and any other document delivered in connection herewith on behalf of
the Borrower, (iii) a certificate of another officer of

<PAGE>

                                                                              42

the Borrower as to the incumbency and specimen signature of the Secretary or
Assistant Secretary executing the certificate pursuant to (ii) above and (iv) a
certificate of a Responsible Officer of the Borrower, dated the Restatement
Date, stating that (A) no action, consent or approval of, registration or filing
with or other action by any Governmental Authority is or will be required in
connection with the execution, delivery and performance by the Borrower of this
Agreement, except those as have been duly obtained and as are (1) in full force
and effect, (2) sufficient for their purpose and (3) not subject to any pending
or, to the knowledge of such person, threatened appeal or other proceeding
seeking reconsideration or review thereof, and (B) the matters set forth in
paragraphs (a) and (b) of this Section 4.01 are true and correct as of such
date.

          (e)  The Agents shall have received such other approvals, opinions,
certificates, instruments and documents as the Agents, the Fronting Bank or any
of the Lenders may have reasonably requested, in form satisfactory to the Agents
and the requesting Fronting Bank or Lender (if applicable).

          SECTION 4.02.  CONDITIONS FOR ALL EXTENSIONS OF CREDIT.

          The Commitment of each Lender to make each Loan and of the Fronting
Bank to make each Extension of Credit relating to a Letter of Credit shall be
subject to the satisfaction of the following conditions precedent on the date of
such Extension of Credit:

          (a)  The Agents shall have received from the Borrower a notice
requesting such Extension of Credit as required by Section 2.03, Section 2.04 or
Section 2.05, as applicable.

          (b)  The representations and warranties of the Borrower set forth in
Article III hereof (except in the case of any Extension of Credit that does not
increase the aggregate principal amount of the Outstanding Credits, the
representations set forth in Sections 3.05(b), 3.06, 3.11 and 3.13) shall be
true and correct in all material respects on and as of the date of such
Extension of Credit with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date.

          (c)  At the time of and immediately after such Extension of Credit, no
Default or Event of Default shall have occurred and be continuing or would
result from the making of such Extension of Credit.

          (d)  The Agents shall have received a certificate of a Responsible
Officer of the Borrower certifying that the matters set forth in paragraphs (b)
and (c) of this Section 4.02 are true and correct as of such date.

          Each such Extension of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date of such Extension of
Credit as to the matters specified in subsections (b) and (c) of this Section
4.02.

<PAGE>

                                                                              43

                                    ARTICLE V
                                    COVENANTS

          The Borrower agrees that, so long as any Lender has any Commitment
hereunder or any amount payable hereunder remains unpaid:

          SECTION 5.01.  EXISTENCE.

          It will, and will cause each of its Significant Subsidiaries to, do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and all rights, licenses, permits, franchises and
authorizations necessary or desirable in the normal conduct of its business
except as otherwise permitted pursuant to Section 5.09.

          SECTION 5.02.  BUSINESS AND PROPERTIES.

          It will, and will cause each of its Subsidiaries to, comply with all
applicable material laws, rules, regulations and orders of any Governmental
Authority, whether now in effect or hereafter enacted, except where the validity
or applicability of such laws, rules, regulations or orders is being contested
by appropriate proceedings in good faith; and at all times maintain and preserve
all property material to the conduct of its business and keep such property in
good repair, working order and condition and from time to time make, or cause to
be made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times.

          SECTION 5.03.  FINANCIAL STATEMENTS, REPORTS, ETC.

          The Borrower will furnish to the Agents and each Lender:

          (a)  as soon as available and in any event within 120 days after the
end of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and
the related consolidated statements of income, retained earnings and cash flows
for such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on in a manner reasonably acceptable
to the SEC by Deloitte & Touche LLP or other independent public accountants of
nationally recognized standing;

          (b)  as soon as available and in any event within 60 days after the
end of each of the first three quarters of each fiscal year of the Borrower a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income for
such quarter, for the portion of the Borrower's fiscal year ended at the end of
such quarter, and for the twelve months ended at the end of such quarter, and
the related consolidated statement of cash flows for the portion of the
Borrower's fiscal year ended at the end of such quarter, setting forth
comparative figures for previous dates and periods to the extent required in
Form 10-Q, all certified (subject to normal year-end adjustments) as to fairness
of presentation, GAAP and consistency by a Financial Officer of the Borrower;

          (c)  simultaneously with any delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, a certificate of a
Financial Officer of the Borrower (i) setting forth

<PAGE>

                                                                              44

in reasonable detail the calculations required to establish whether the Borrower
was in compliance with the requirements of Sections 5.11 and 5.12 on the date of
such financial statements and (ii) stating whether any Default or Event of
Default exists on the date of such certificate and, if any Default or Event of
Default then exists, setting forth the details thereof and the action that the
Borrower is taking or proposes to take with respect thereto;

          (d)  simultaneously with the delivery of each set of financial
statements referred to in paragraph (a) above, a statement of the firm of
independent public accountants that reported on such statements (i) stating
whether anything has come to their attention to cause them to believe that any
Default or Event of Default existed on the date of such statements and (ii)
confirming the calculations set forth in the Financial Officer's certificate
delivered simultaneously therewith pursuant to paragraph (c) above;

          (e)  forthwith upon becoming aware of the occurrence of any Default or
Event of Default, a certificate of a Financial Officer of the Borrower setting
forth the details thereof and the action that the Borrower is taking or proposes
to take with respect thereto;

          (f)  promptly upon the filing thereof, copies of each final prospectus
(other than a prospectus included in any registration statement on Form S-8 or
its equivalent or with respect to a dividend reinvestment plan) and all reports
on Forms 10-K, 10-Q and 8-K and similar reports that the Borrower shall have
filed with the SEC, or any Governmental Authority succeeding to any of or all
the functions of the SEC;

          (g)  if and when any member of the Controlled Group (i) gives or is
required to give notice to the PBGC of any Reportable Event with respect to any
Plan that might constitute grounds for a termination of such Plan under Title IV
of ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such Reportable Event, a copy of the notice of
such Reportable Event given or required to be given to the PBGC, (ii) receives
notice from a proper representative of a Multiemployer Plan of complete or
partial Withdrawal Liability being imposed upon such member of the Controlled
Group under Title IV of ERISA, a copy of such notice or (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate, or appoint a
trustee to administer, any Plan, a copy of such notice; and

          (h)  promptly, from time to time, such additional information
regarding the financial position or business of the Borrower and its
Subsidiaries as the Agents, at the request of any Lender or the Fronting Bank,
may reasonably request.

          As promptly as practicable after delivering each set of financial
statements as required in paragraph (a) of this Section, the Borrower shall make
available a copy of the consolidating workpapers used by the Borrower in
preparing such consolidated statements to each Lender that shall have requested
such consolidating workpapers. Each Lender that receives such consolidating
workpapers shall hold them in confidence as required by Section 8.15; provided
that no Lender may disclose such consolidating workpapers to any other person
pursuant to clause (iv) of Section 8.15.

<PAGE>

                                                                              45

          SECTION 5.04.  INSURANCE.

          It will, and will cause each of its Subsidiaries to, maintain such
insurance or self insurance, to such extent and against such risks, including
fire and other risks insured against by extended coverage, as is customary with
companies similarly situated and in the same or similar businesses.

          SECTION 5.05.  TAXES, ETC.

          It will, and will cause each of its Subsidiaries to, pay and discharge
promptly when due all material taxes, assessments and governmental charges
imposed upon it or upon its income or profits or in respect of its property, as
well as all other material liabilities, in each case before the same shall
become delinquent or in default and before penalties accrue thereon, unless and
to the extent that the same are being contested in good faith by appropriate
proceedings and adequate reserves with respect thereto shall, to the extent
required by GAAP, have been set aside.

          SECTION 5.06.  MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS.

          It will, and will cause each of its Subsidiaries to, maintain
financial records in accordance with GAAP and, upon reasonable notice and at
reasonable times, permit authorized representatives designated by any Lender or
the Fronting Bank to visit and inspect its properties and to discuss its
affairs, finances and condition with its officers.

          SECTION 5.07.  ERISA.

          It will, and will cause each of its Subsidiaries that are members of
the Controlled Group to, comply in all material respects with the applicable
provisions of ERISA and the Code except where any noncompliance, individually or
in the aggregate, would not result in a Material Adverse Change.

          SECTION 5.08.  USE OF PROCEEDS.

          It will not, and will not cause or permit any of its Subsidiaries to,
use the proceeds of the Extensions of Credit for purposes other than to
refinance the amounts outstanding under the Original Agreement and for working
capital and other general corporate purposes, including the refinancing of
short-term borrowings used for working capital and other general corporate
purposes.

          SECTION 5.09.  CONSOLIDATIONS, MERGERS, SALES AND ACQUISITIONS OF
ASSETS AND INVESTMENTS IN SUBSIDIARIES.

          It (i) will not, and will not permit any of its Significant
Subsidiaries to, consolidate or merge with or into any person unless, (A) in the
case of any such transaction involving the Borrower, the surviving person is the
Borrower or another person formed under the laws of a State of the United States
of America and assumes or is responsible, by operation of law, for all the
obligations of the Borrower hereunder and (B) in the case of any such
transaction involving any such Significant Subsidiary, the survivor is the
Borrower, such Significant Subsidiary or a Wholly Owned Subsidiary of the
Borrower (or a person which as a result of such transaction

<PAGE>

                                                                              46

becomes a Wholly Owned Subsidiary of the Borrower), and (ii) will not, and will
not permit any of its Significant Subsidiaries to, make a Significant
Disposition to any person other than the Borrower or a Wholly Owned Subsidiary
of the Borrower (or a person which as a result of such transaction becomes a
Wholly Owned Subsidiary of the Borrower), provided that the Borrower will not in
any event permit any such consolidation, merger, sale, lease or transfer if any
Default or Event of Default shall have occurred and be continuing at the time of
or after giving effect to such transaction. Notwithstanding the foregoing, (x)
neither the Borrower nor any of its Subsidiaries will engage to a Substantial
extent in businesses other than those currently conducted by them and other
businesses reasonably related thereto, (y) neither the Borrower nor any of its
Subsidiaries will acquire any Subsidiary or make any investment in any
Subsidiary if, upon giving effect to such acquisition or investment, as the case
may be, the Borrower would not be in compliance with the covenants set forth in
Sections 5.11 and 5.12 and (z) nothing in this Section shall prohibit any sales
of assets permitted by Section 5.10(d).

          SECTION 5.10.  LIMITATIONS ON LIENS.

          Neither the Borrower nor any Significant Subsidiary thereof will
create or assume or permit to exist any Lien in respect of any property or
assets of any kind (real or personal, tangible or intangible) of the Borrower or
any such Significant Subsidiary, or sell any such property or assets subject to
an understanding or agreement, contingent or otherwise, to repurchase such
property or assets, or sell, or permit any Significant Subsidiary thereof to
sell, any accounts receivable; provided that the provisions of this Section
shall not prevent or restrict the creation, assumption or existence of:

          (a)  any Lien in respect of any such property or assets of any
Significant Subsidiary of the Borrower to secure indebtedness owing by it to the
Borrower or any Wholly Owned Subsidiary of the Borrower; or

          (b)  Liens (including capital leases) in respect of property acquired
by the Borrower or any Significant Subsidiary thereof, to secure the purchase
price, or the cost of construction and development, of such property (or to
secure indebtedness incurred prior to, at the time of, or within 120 days after
the later of the acquisition of such property and the commencement of operation
of such property for the purpose of financing the acquisition, or the cost of
construction and development, of such property), or Liens existing on any such
property at the time of acquisition of such property by the Borrower or such
Significant Subsidiary, whether or not assumed, or any Lien in respect of
property of any person existing at the time such person becomes a Subsidiary of
the Borrower; or agreements to acquire any property or assets under conditional
sale agreements or other title retention agreements, or capital leases in
respect of any other property; provided that

                         (A) the aggregate principal amount of Indebtedness
                    secured by all Liens in respect of any such property shall
                    not exceed the cost (as determined by the board of directors
                    or analogous governing body of the Borrower or such
                    Significant Subsidiary, as the case may be) of such property
                    at the time of acquisition thereof (or (x) in the case of
                    property covered by a capital lease, the fair market value,
                    as so determined, of such property at the time of such
                    transaction, or (y) in the case of a Lien in respect of
                    property existing at the time such person becomes a

<PAGE>

                                                                              47

                    Subsidiary of the Borrower the fair market value, as so
                    determined of such property at such time), and

                         (B) at the time of the acquisition of the property by
                    the Borrower or such Significant Subsidiary, or at the time
                    such person becomes a Subsidiary of the Borrower, as the
                    case may be, every such Lien shall apply and attach only to
                    the property originally subject thereto and fixed
                    improvements constructed thereon; or

          (c)  refundings or extensions of any Lien permitted in the foregoing
paragraph (b) for amounts not exceeding the principal amount of the Indebtedness
so refunded or extended or the fair market value (as determined by the board of
directors (or analogous governing body) of the Borrower or such Significant
Subsidiary, as the case may be) of the property theretofore subject to such
Lien, whichever shall be lower, in each case at the time of such refunding or
extension; provided that such Lien shall apply only to the same property
theretofore subject to the same and fixed improvements constructed thereon; or

          (d)  sales subject to understandings or agreements to repurchase;
provided that the aggregate sales price for all such sales (other than sales to
any governmental instrumentality in connection with such instrumentality's
issuance of indebtedness, including without limitation industrial development
bonds and pollution control bonds, on behalf of the Borrower or any Significant
Subsidiary thereof) made in any one calendar year shall not exceed $50,000,000
in the aggregate for the Borrower and its Significant Subsidiaries; or

          (e)  any production payment or similar interest that is dischargeable
solely out of natural gas, coal, lignite, oil or other mineral to be produced
from the property subject thereto and to be sold or delivered by the Borrower or
any Significant Subsidiary thereof; or

          (f)  any Lien, including in connection with sale-leaseback
transactions, created or assumed by the Borrower or any Significant Subsidiary
thereof on natural gas, coal, lignite, oil or other mineral properties or
nuclear fuel owned or leased by the Borrower or such Subsidiary, to secure loans
to the Borrower or such Subsidiary in an aggregate amount not to exceed
$400,000,000 in the aggregate for the Borrower and its Significant Subsidiaries;
provided that neither the Borrower nor any Subsidiary of the Borrower shall
assume or guarantee such financings; or

          (g)  any Lien (whenever incurred) on assets owned by the Borrower or
any Subsidiary thereof as of the date hereof and any fuel, operating and
maintenance or similar contract related thereto securing Indebtedness of the
Borrower or Subsidiary in an aggregate amount not to exceed 10% of consolidated
assets of the Borrower; or

          (h)  leases (other than capital leases) now or hereafter existing and
any renewals and extensions thereof under which the Borrower or any Significant
Subsidiary thereof may acquire or dispose of any of its property, subject,
however, to the terms of Section 5.09; or

          (i)  any Lien created or to be created by the First Mortgage; or

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                                                                              48

          (j)  any Lien on the rights of the TXU Mining or TXU Fuel existing
under their respective Operating Agreements; or

          (k)  pledges or sales by the Borrower or any Subsidiary of the
Borrower of its accounts receivable including customers' installment paper; or

          (l)  the pledge of current assets, in the ordinary course of business,
to secure current liabilities; or

          (m)  Permitted Encumbrances; or

          (n)  the Liens in favor of the Administrative Agent on funds in the
Cash Collateral Account and on the Cash Collateral Account to secure the
reimbursement obligations of the Borrower in respect of Letters of Credit and
comparable Liens created to secure reimbursement obligations for other letters
of credit issued for the account of the Borrower or any of its Subsidiaries; or

          (o)  any Lien incurred in connection with the issuance of Qualified
Transition Bonds.

          SECTION 5.11.  FIXED CHARGE COVERAGE.

          The Borrower will not, as of the end of each quarter of each fiscal
year of the Borrower, permit Consolidated Earnings Available for Fixed Charges
for the twelve months then ended to be less than or equal to 200% of
Consolidated Fixed Charges for the twelve months then ended.

          SECTION 5.12.  EQUITY CAPITALIZATION RATIO.

          The Borrower will not, as of the end of each quarter of each fiscal
year of the Borrower, permit the ratio of its Consolidated Shareholders' Equity
to its Consolidated Total Capitalization to be less than 35%.

          SECTION 5.13.  RESTRICTIVE AGREEMENTS.

          The Borrower will not allow either Energy or Oncor to enter into any
agreement restricting the ability of Energy or Oncor to make payments, directly
or indirectly, to the Borrower by way of dividends, advances, repayments of
loans or advances, reimbursements of management and other intercompany charges,
expenses and accruals or other returns on investments or any other agreement or
arrangement that restricts the ability of Energy or Oncor to make any payment,
directly or indirectly, to the Borrower other than pursuant to the terms of
preferred stock or Equity-Credit Preferred Securities issued by Energy or Oncor
or their respective Subsidiaries, if the effect of such agreement is to subject
Energy or Oncor or any of their respective Subsidiaries to restrictions on such
payments greater than those to which such Subsidiary is subject on the date of
this Agreement. All such existing restrictive agreements are listed on Schedule
5.13 hereto.

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                                                                              49

                                   ARTICLE VI
                                EVENTS OF DEFAULT

          In case of the happening of any of the following events (each an
"Event of Default"):

          (a)  any representation or warranty made or deemed made by the
Borrower in or in connection with the execution and delivery of this Agreement
or the Extensions of Credit hereunder shall prove to have been false or
misleading in any material respect when so made, deemed made or furnished;

          (b)  default shall be made by the Borrower in the payment of any
principal of any Outstanding Credit when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or by acceleration thereof or otherwise;

          (c)  default shall be made by the Borrower in the payment of any
interest on any Outstanding Credit or any Fee or any other amount (other than an
amount referred to in paragraph (b) above) due hereunder, when and as the same
shall become due and payable, and such default shall continue unremedied for a
period of five days;

          (d)  default shall be made by the Borrower in the due observance or
performance of any covenant, condition or agreement contained in Section 5.01,
5.11 or 5.12;

          (e)  default shall be made by the Borrower (i) in the due observance
or performance of any covenant, condition or agreement contained in Section 5.09
and such default shall continue unremedied for a period of 5 days or (ii) in the
due observance or performance of any covenant, condition or agreement contained
herein (other than those specified in (b), (c), (d) or (e)(i) above) or in the
Letter Agreement and such default shall continue unremedied for a period of 30
days after notice thereof from the Administrative Agent at the request of any
Lender to the Borrower;

          (f)  TXU shall no longer own, directly or indirectly, all the
outstanding equity interests in the Borrower or any permitted successor to the
Borrower or the Borrower shall no longer own, directly or indirectly, 100% of
the equity interests in Energy or Oncor; provided, however, that the Borrower
and Energy may sell in an initial public offering up to 20% of the equity
interests in any Subsidiary comprising generating assets of Energy;

          (g)  the Borrower or any Subsidiary thereof shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Indebtedness
in a principal amount in excess of $50,000,000, when and as the same shall
become due and payable, subject to any applicable grace periods, or (ii) fail to
observe or perform any other term, covenant, condition or agreement contained in
any agreement or instrument evidencing or governing any such Indebtedness if the
effect of any failure referred to in this clause (ii) is to cause, or to permit
the holder or holders of such Indebtedness or a trustee on its or their behalf
to cause, such Indebtedness to become due prior to its stated maturity;

          (h)  an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Borrower or any Significant Subsidiary, or of a substantial
part of the property or assets of the Borrower or any

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                                                                              50

Significant Subsidiary, under Title 11 of the United States Bankruptcy Code, as
now constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law, (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any Significant Subsidiary or for a substantial part of the property
or assets of the Borrower or any Significant Subsidiary or (iii) the winding up
or liquidation of the Borrower or any Significant Subsidiary; and such
proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

          (i)  the Borrower or any Significant Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Bankruptcy Code, as now constituted or hereafter amended, or
any other Federal or state bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(h) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any
Significant Subsidiary or for a substantial part of the property or assets of it
or such Significant Subsidiary, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors, (vi) become unable, admit in
writing its inability or fail generally to pay its debts as they become due or
(vii) take any action for the purpose of effecting any of the foregoing;

          (j)  a Change in Control shall occur;

          (k)  one or more judgments or orders for the payment of money in an
aggregate amount in excess of $50,000,000 shall be rendered against the Borrower
or any Subsidiary thereof or any combination thereof and such judgment or order
shall remain undischarged or unstayed for a period of 30 days, or any action
shall be legally taken by a judgment creditor to levy upon assets or properties
of the Borrower or any Subsidiary to enforce any such judgment or order;

          (l)  an ERISA Event or ERISA Events shall have occurred that
reasonably could be expected to result in a Material Adverse Change;

then, and in every such event, and at any time thereafter during the continuance
of such event, the Administrative Agent, at the request of the Required Lenders,
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times: (i) terminate forthwith the right of the
Borrower to request and receive Extensions of Credit and (ii) declare the Loans
of the Borrower then outstanding to be forthwith due and payable in whole or in
part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived, anything contained herein to the
contrary notwithstanding; provided that in the case of any event described in
paragraph (h) or (i) above with respect to the Borrower, the right of the
Borrower to request and receive Extensions of Credit shall automatically
terminate and the principal of the Loans then outstanding of the Borrower with
respect to which such event has occurred, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower

<PAGE>

                                                                              51

accrued hereunder shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein to the
contrary notwithstanding.

          Notwithstanding anything to the contrary contained herein, no notice
given or declaration made by the Administrative Agent pursuant to this Article
VI shall affect (i) the obligation of the Fronting Bank to make any payment
under any Letter of Credit in accordance with the terms of such Letter of Credit
or (ii) the obligations of each Lender in respect of each such Letter of Credit;
provided, however, that upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent shall at the request or may with the
consent of the Required Lenders, upon notice to the Borrower require the
Borrower to deposit with the Administrative Agent an amount in the cash
collateral account (the "Cash Collateral Account") described below equal to the
aggregate maximum amount available to be drawn under all Letters of Credit and
outstanding at such time. Such Cash Collateral Account shall at all times be
free and clear of all rights or claims of third parties. The Cash Collateral
Account shall be maintained with the Administrative Agent in the name of, and
under the sole dominion and control of, the Administrative Agent, and amounts
deposited in the Cash Collateral Account shall bear interest at a rate equal to
the rate generally offered by JPMorgan Chase for deposits equal to the amount
deposited by the Borrower in the Cash Collateral Account, for a term to be
determined by the Administrative Agent in its sole discretion. The Borrower
hereby grants to the Administrative Agent for the benefit of the Fronting Bank
and the Lenders a Lien on, and hereby assigns to the Administrative Agent for
the benefit of the Fronting Bank and the Lenders all of its right, title and
interest in, the Cash Collateral Account and all funds from time to time on
deposit therein to secure its reimbursement obligations in respect of Letters of
Credit issued for its account. If any drawings then outstanding or thereafter
made are not reimbursed in full immediately upon demand or, in the case of
subsequent drawings, upon being made, then, in any such event, the
Administrative Agent may apply the amounts then on deposit in the Cash
Collateral Account, in such priority as the Administrative Agent shall elect,
toward the payment in full of any or all of the Borrower's obligations hereunder
as and when such obligations shall become due and payable, regardless of whether
the amounts to be so applied were deposited by the Borrower. Upon payment in
full, after the termination of the Letters of Credit, of all such obligations,
the Administrative Agent will repay and reassign to the Borrower any cash then
on deposit in the Cash Collateral Account and the Lien of the Administrative
Agent on the Cash Collateral Account and the funds therein shall automatically
terminate.

                                   ARTICLE VII
                                   THE AGENTS

          In order to expedite the transactions contemplated by this Agreement,
JPMorgan Chase is hereby appointed to act as Administrative Agent and CAF Agent
on behalf of the Lenders and the Fronting Bank. Each of the Lenders and the
Fronting Bank hereby irrevocably authorizes the Agents to take such actions on
behalf of such Lender or holder and the Fronting Bank and to exercise such
powers as are specifically delegated to the Agents by the terms and provisions
hereof, together with such actions and powers as are reasonably incidental
thereto. The Administrative Agent is hereby expressly authorized by the Lenders,
the Fronting Bank and the CAF Agent, without hereby limiting any implied
authority, (i) to receive on behalf of the

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                                                                              52

Lenders, the Fronting Bank and the CAF Agent all payments of principal of and
interest on the Outstanding Credits and all other amounts due to the Lenders,
the Fronting Bank and the CAF Agent hereunder, and promptly to distribute to
each Lender, the Fronting Bank and the CAF Agent its proper share of each
payment so received, (ii) to give notice on behalf of each of the Lenders and
the Fronting Bank to the Borrower of any Event of Default of which the
Administrative Agent has actual knowledge acquired in connection with its agency
hereunder and (iii) to distribute to each Lender and the Fronting Bank copies of
all notices, financial statements and other materials delivered by the Borrower
pursuant to this Agreement as received by the Administrative Agent.

          No Agent or any of its directors, officers, employees or agents shall
be liable as such for any action taken or omitted by any of them except for its
or his or her own gross negligence or willful misconduct, or be responsible for
any statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any
inquiry concerning the performance or observance by the Borrower of any of the
terms, conditions, covenants or agreements contained in this Agreement. The
Agents shall not be responsible to the Lenders or the Fronting Bank for the due
execution, genuineness, validity, enforceability or effectiveness of this
Agreement or other instruments or agreements. The Agents may deem and treat the
Lender or the Fronting Bank which makes any Extension of Credit as the holder of
the indebtedness resulting therefrom for all purposes hereof until it shall have
received notice from such Lender or the Fronting Bank (as the case may be),
given as provided herein, of the transfer thereof. The Agents shall in all cases
be fully protected in acting, or refraining from acting, in accordance with
written instructions signed by the Required Lenders and, except as otherwise
specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders and the Fronting Bank. Each
of the Agents shall, in the absence of knowledge to the contrary, be entitled to
rely on any instrument or document believed by it in good faith to be genuine
and correct and to have been signed or sent by the proper person or persons. No
Agent or any of its directors, officers, employees or agents shall have any
responsibility to the Borrower on account of the failure of or delay in
performance or breach by the other Agent or any Lender or the Fronting Bank of
any of its obligations hereunder or to the other Agent or any Lender or the
Fronting Bank on account of the failure of or delay in performance or breach by
any other Lender or the Fronting Bank, the other Agent or the Borrower of any of
its obligations hereunder or in connection herewith. Each of the Agents may
execute any and all duties hereunder by or through agents or employees and shall
be entitled to rely upon the advice of legal counsel selected by it with respect
to all matters arising hereunder and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.

          The Lenders and the Fronting Bank hereby acknowledge that neither of
the Agents shall be under any duty to take any discretionary action permitted to
be taken by it pursuant to the provisions of this Agreement unless it shall be
requested in writing to do so by the Required Lenders.

          Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders,
the Fronting Bank and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Agent acceptable to the
Borrower. If no successor shall have been so appointed by the Required

<PAGE>

                                                                              53

Lenders and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may, on
behalf of the Lenders and the Fronting Bank, appoint a successor Agent, having a
combined capital and surplus of at least $500,000,000 or an Affiliate of any
such bank. Upon the acceptance of any appointment as Agent hereunder by a
successor bank, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
Agent's resignation hereunder, the provisions of this Article and Section 8.05
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

          With respect to the Extensions of Credit made by it hereunder, each of
the Agents, in its individual capacity and not as an Agent, shall have the same
rights and powers as any other Lender and may exercise the same as though it
were not an Agent, and each of the Agents and their Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if it were not an
Agent.

          Each Lender agrees (i) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on its Commitment hereunder or, if the
Commitments shall have been terminated, the amount of its Outstanding Credits)
of any expenses incurred for the benefit of the Lenders or the Fronting Bank in
its role as Agent, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders or the Fronting
Bank, which shall not have been reimbursed by the Borrower and (ii) to indemnify
and hold harmless each of the Agents and any of its directors, officers,
employees or agents, on demand, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against it in
any way relating to or arising out of this Agreement or any action taken or
omitted by it under this Agreement to the extent the same shall not have been
reimbursed by the Borrower; provided that no Lender shall be liable to any Agent
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of such Agent or any of its directors,
officers, employees or agents. Each Lender and the Fronting Bank agrees that any
allocation made in good faith by the Agents of expenses or other amounts
referred to in this paragraph between this Agreement and the 364-Day Credit
Agreement shall be conclusive and binding for all purposes.

          Each Lender and the Fronting Bank acknowledges that it has,
independently and without reliance upon the Agents or any other Lender or the
Fronting Bank and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the Fronting Bank also acknowledges that it will,
independently and without reliance upon the Agents or any other Lender or the
Fronting Bank and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement or any related agreement or any
document furnished hereunder or thereunder.

          Neither Bank of America, N.A. nor Citibank, N.A. shall, by virtue of
its designation as "Co-Syndication Agent", nor shall The Bank of New York, by
virtue of its designation as

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                                                                              54

"Documentation Agent", have any duties, liabilities, obligations or
responsibilities under this Agreement other than as a Lender hereunder.

                                  ARTICLE VIII
                                  MISCELLANEOUS

          SECTION 8.01.  NOTICES.

          Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed or
sent by telecopy, as follows:

          (a)  if to the Borrower, to TXU Business Services Company, Energy
Plaza, 1601 Bryan Street, 33rd Floor, Dallas, TX 75201, Attention: Treasurer
(Telecopy No. 214-812-2488);

          (b)  if to the CAF Agent, to JPMorgan Chase Bank, Loan and Agency
Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
Attention of Chris Consomer (Telecopy No. 212-552-5627);

          (c)  if to the Administrative Agent, to JPMorgan Chase Bank, Loan and
Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York,
10081, Attention of Lisa Pucciarelli (Telecopy No. 212-552-5777), with a copy to
JPMorgan Chase Bank at 600 Travis Street, 20th Floor, Houston, Texas 77002,
Attention of Robert Traband (Telecopy No. 713-216-4117);

          (d)  if to the Fronting Bank, to JPMorgan Chase Bank, c/o JPMorgan
Treasury Services, 10420 Highland Manor Drive, Tampa, Florida 33610 (Telecopy
No. 813-432-5161); and

          (e)  if to a Lender, to it at its address (or telecopy number) set
forth in the Register or in the Assignment and Acceptance pursuant to which such
Lender became a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy to such party as provided in this Section or in accordance with the
latest unrevoked direction from such party given in accordance with this
Section.

          SECTION 8.02.  SURVIVAL OF AGREEMENT.

          All covenants, agreements, representations and warranties made by the
Borrower herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the Lenders and the Fronting Bank and shall survive
the making by the Lenders and the Fronting Bank of all Extensions of Credit
regardless of any investigation made by the Lenders or the Fronting Bank or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Outstanding Credit or any Fee or any
other amount payable under this Agreement is outstanding and unpaid or the
Commitments have not been terminated.

<PAGE>

                                                                              55

          SECTION 8.03.  BINDING EFFECT.

          This Agreement shall become effective on the Restatement Date, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower shall not
have the right to assign any rights hereunder or any interest herein without the
prior consent of all the Lenders.

          SECTION 8.04.  SUCCESSORS AND ASSIGNS.

          (a)  Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party, and all covenants, promises and agreements by or on behalf of any party
that are contained in this Agreement shall bind and inure to the benefit of its
successors and assigns.

          (b)  Each Lender may assign to one or more assignees all or a portion
of its interests, rights and obligations under this Agreement (including all or
a portion of its Commitment and the Outstanding Credits at the time owing to
it); provided, however, that (i) except in the case of an assignment to a Lender
or an Affiliate of such Lender, an assignment to a Federal Reserve Bank or an
assignment made at any time an Event of Default shall have occurred and be
continuing, the Borrower, the Agents and the Fronting Bank must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld), (ii) the amount of the Commitment of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $5,000,000 or, if the amount of the Commitment of the assigning
Lender is less than $5,000,000, the aggregate amount of such Lender's
Commitment, (iii) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Lender's rights and obligations under
this Agreement and (iv) the parties to each such assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, and a
processing and recordation fee of $3,500 (provided that, in the case of
simultaneous assignment of interests under one or more of this Agreement and the
364-Day Credit Agreement, the aggregate fee shall be $3,500). Upon acceptance
and recording pursuant to Section 8.04(e), from and after the effective date
specified in each Assignment and Acceptance, which effective date shall be at
least five Business Days after the execution thereof unless otherwise agreed by
the Administrative Agent (the Borrower to be given reasonable notice of any
shorter period), (A) the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto (but shall continue to be entitled
to the benefits of Sections 2.13, 2.18 and 8.05 afforded to such Lender prior to
its assignment as well as to any Fees accrued for its account hereunder and not
yet paid)). Notwithstanding the foregoing, any Lender assigning its rights and
obligations under this Agreement may retain any Competitive Loans made by it
outstanding at such time, and in such case shall retain its rights hereunder in
respect of any Loans so retained until such Loans have been repaid in full in
accordance with this Agreement.

<PAGE>

                                                                              56

          (c)  By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim, (ii)
except as set forth in (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto or the financial condition of the Borrower or the performance or
observance by the Borrower of any obligations under this Agreement or any other
instrument or document furnished pursuant hereto, (iii) such assignor and such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance, (iv) such assignee confirms that it has received
a copy of this Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.03 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (v) such assignee will
independently and without reliance upon the Agents, such assigning Lender or any
other Lender or the Fronting Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement, (vi) such assignee appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to such Agent by the
terms hereof, together with such powers as are reasonably incidental thereto,
and (vii) such assignee agrees that it will perform in accordance with their
terms all the obligations that by the terms of this Agreement are required to be
performed by it as a Lender.

          (d)  The Administrative Agent shall maintain at one of its offices in
the City of New York a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and the principal amount of the Outstanding Credits owing
to, each Lender pursuant to the terms hereof from time to time (the "Register").
The entries in the Register shall be conclusive in the absence of manifest error
and the Borrower, the Agents, the Fronting Bank and the Lenders may treat each
person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by each party hereto, at any reasonable time and from
time to time upon reasonable prior notice.

          (e)  Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the processing and recordation
fee referred to in paragraph (b) above and, if required, the written consent of
the Borrower, the Agents and the Fronting Bank to such assignment, the
Administrative Agent shall (i) accept such Assignment and Acceptance and (ii)
record the information contained therein in the Register.

          (f)  Each Lender may without the consent of the Borrower or the Agents
sell participations to one or more banks or other entities in all or a portion
of its rights and/or obligations under this Agreement (including all or a
portion of its Commitment and the Outstanding Credits owing to it); provided,
however, that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) each participating bank or
other entity

<PAGE>

                                                                              57

shall be entitled to the benefit of the cost protection provisions contained in
Sections 2.13, 2.18 and 8.05 to the same extent as if it were the selling Lender
(and limited to the amount that could have been claimed by the selling Lender
had it continued to hold the interest of such participating bank or other
entity), except that all claims made pursuant to such Sections shall be made
through such selling Lender, and (iv) the Borrower, the Agents, the Fronting
Bank and the other Lenders shall continue to deal solely and directly with such
selling Lender in connection with such Lender's rights and obligations under
this Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower under this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers (x) decreasing any fees payable hereunder
or the amount of principal of, or the rate at which interest is payable on, the
Outstanding Credits, (y) extending any scheduled principal payment date or date
fixed for the payment of interest on the Outstanding Credits or (z) extending
the Commitments).

          (g)  Any Lender or participant may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; provided that, prior to any such disclosure, each
such assignee or participant or proposed assignee or participant shall execute
an agreement whereby such assignee or participant shall agree (subject to
customary exceptions) to preserve the confidentiality of any such information.

          (h)  The Borrower shall not assign or delegate any rights and duties
hereunder without the prior written consent of all Lenders, and any attempted
assignment or delegation (except as a consequence of a transaction expressly
permitted under Section 5.09) by the Borrower without such consent shall be
void.

          (i)  Any Lender may at any time pledge all or any portion of its
rights under this Agreement to a Federal Reserve Bank; provided that no such
pledge shall release any Lender from its obligations hereunder or substitute any
such Bank for such Lender as a party hereto. In order to facilitate such an
assignment to a Federal Reserve Bank, the Borrower shall, at the request of the
assigning Lender, duly execute and deliver to the assigning Lender a promissory
note or notes evidencing the Loans made to the Borrower by the assigning Lender
hereunder.

          (j)  Subject to the appointment and acceptance of a successor Fronting
Bank as provided below, the Fronting Bank may resign at any time by notifying
the Lenders and the Borrower. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Fronting Bank acceptable to the
Borrower. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Fronting Bank gives notice of its resignation, then the retiring Fronting Bank
may appoint a successor Fronting Bank, having a combined capital and surplus of
at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of
any appointment as Fronting Bank hereunder by a successor bank, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Fronting Bank and the retiring Fronting Bank shall be
discharged from its duties and obligations hereunder. After the Fronting Bank's
resignation hereunder, the provisions of Sections 2.13, 2.18 and 8.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Fronting Bank.

<PAGE>

                                                                              58

          SECTION 8.05.  EXPENSES; INDEMNITY.

          (a)  The Borrower agrees to pay all reasonable out-of-pocket expenses
incurred by the Agents in connection with entering into this Agreement or in
connection with any amendments, modifications or waivers of the provisions
hereof (but only if such amendments, modifications or waivers are requested by
the Borrower) (whether or not the transactions hereby contemplated are
consummated), or incurred by the Agents, the Fronting Bank or any Lender in
connection with the enforcement of their rights in connection with this
Agreement or in connection with the Extensions of Credit made hereunder,
including the reasonable fees and disbursements of counsel for the Agents or, in
the case of enforcement following an Event of Default, the Lenders and the
Fronting Bank. In addition to the foregoing, the Borrower shall pay or reimburse
the Fronting Bank for such reasonable, normal and customary costs and expenses
as are incurred or charged by the Fronting Bank in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of
Credit.

          (b)  The Borrower agrees to indemnify each Lender and the Fronting
Bank against any loss, calculated in accordance with the next sentence, or
reasonable expense that such Lender or the Fronting Bank (as the case may be)
may sustain or incur as a consequence of (i) any failure by the Borrower to
borrow or to refinance, convert or continue any Loan hereunder (including as a
result of the Borrower's failure to fulfill any of the applicable conditions set
forth in Article IV) after irrevocable notice of such borrowing, refinancing,
conversion or continuation has been given pursuant to Section 2.03 or 2.04, (ii)
any payment, prepayment or conversion, or assignment of a Eurodollar Loan or
Fixed Rate Loan of the Borrower required by any other provision of this
Agreement or otherwise made or deemed made on a date other than the last day of
the Interest Period, if any, applicable thereto, (iii) any default in payment or
prepayment of the principal amount of any Outstanding Credit or any part thereof
or interest accrued thereon, as and when due and payable (at the due date
thereof, whether by scheduled maturity, acceleration, irrevocable notice of
prepayment or otherwise) or (iv) the occurrence of any Event of Default,
including, in each such case, any loss or reasonable expense sustained or
incurred or to be sustained or incurred by such Lender in liquidating or
employing deposits from third parties, or with respect to commitments made or
obligations undertaken with third parties, to effect or maintain any Loan
hereunder or any part thereof as a Eurodollar Loan or a Fixed Rate Loan. Such
loss shall include an amount equal to the excess, if any, as reasonably
determined by such Lender, of (x) its cost of obtaining the funds for the Loan
being paid, prepaid, refinanced, converted or not borrowed (assumed to be the
LIBO Rate or, in the case of a Fixed Rate Loan, the fixed rate of interest
applicable thereto) for the period from the date of such payment, prepayment,
refinancing or failure to borrow or refinance to the last day of the Interest
Period for such Loan (or, in the case of a failure to borrow or refinance the
Interest Period for such Loan that would have commenced on the date of such
failure) over (y) the amount of interest (as reasonably determined by such
Lender) that would be realized by such Lender in reemploying the funds so paid,
prepaid or not borrowed or refinanced for such period or Interest Period, as the
case may be.

          (c)  The Borrower agrees to indemnify the Agents, each Lender, the
Fronting Bank, each of their Affiliates and the directors, officers, employees
and agents of the foregoing (each such person being called an "Indemnitee")
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel

<PAGE>

                                                                              59

fees and expenses, incurred by or asserted against any Indemnitee arising out of
(i) the preparation, execution, delivery, enforcement, performance and
administration of this Agreement, (ii) the use of the proceeds of the Extensions
of Credit or (iii) any claim, litigation, investigation or proceeding relating
to any of the foregoing, whether or not any Indemnitee is a party thereto,
including any of the foregoing arising from the negligence, whether sole or
concurrent, on the part of any Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (i) are determined by a final judgment
of a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of such Indemnitee or (ii) result from any litigation
brought by such Indemnitee against the Borrower or by the Borrower against such
Indemnitee, in which a final, nonappealable judgment has been rendered against
such Indemnitee; provided, further, that the Borrower agrees that it will not,
nor will it permit any Subsidiary to, without the prior written consent of each
Indemnitee, settle, compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification could be sought under the indemnification provisions of this
Section 8.05(c) (whether or not any Indemnitee is an actual or potential party
to such claim, action, suit or proceeding), unless such settlement, compromise
or consent does not include any statement as to an admission of fault,
culpability or failure to act by or on behalf of any Indemnitee and does not
involve any payment of money or other value by any Indemnitee or any injunctive
relief or factual findings or stipulations binding on any Indemnitee.

          (d)  The provisions of this Section shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Outstanding Credits, the invalidity or unenforceability of any term or
provision of this Agreement or any investigation made by or on behalf of any
Agent, any Lender or the Fronting Bank. All amounts due under this Section shall
be payable on written demand therefor.

          (e)  A certificate of any Lender, the Fronting Bank or any Agent
setting forth any amount or amounts that such Lender, the Fronting Bank or such
Agent is entitled to receive pursuant to paragraph (b) of this Section and
containing an explanation in reasonable detail of the manner in which such
amount or amounts shall have been determined shall be delivered to the Borrower
and shall be conclusive absent manifest error.

          SECTION 8.06.  RIGHT OF SETOFF.

          If an Event of Default shall have occurred and be continuing, each
Lender and the Fronting Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender or the Fronting
Bank to or for the credit or the account of the Borrower against any of and all
the obligations of the Borrower now or hereafter existing under this Agreement
held by such Lender or the Fronting Bank (as the case may be), irrespective of
whether or not such Lender or the Fronting Bank (as the case may be) shall have
made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender and the Fronting Bank under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender or the Fronting Bank (as the case may be) may have.

<PAGE>

                                                                              60

          SECTION 8.07.  APPLICABLE LAW.

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

          SECTION 8.08.  WAIVERS; AMENDMENT.

          (a)  No failure or delay of either Agent or any Lender or the Fronting
Bank in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Agents, the Lenders and the
Fronting Bank hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on the Borrower or any Subsidiary in any
case shall entitle such party to any other or further notice or demand in
similar or other circumstances.

          (b)  Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Outstanding Credit, or waive or excuse any such payment or
any part thereof, or decrease the rate of interest on any Outstanding Credit,
without the prior written consent of each Lender affected thereby, (ii) increase
any Commitment or decrease the Facility Fee of any Lender without the prior
written consent of such Lender, or (iii) amend or modify the provisions of
Section 2.15, 2.16 or Section 8.04(h), the provisions of this Section or the
definition of the "Required Lenders", without the prior written consent of each
Lender; provided further, however, that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent or the CAF
Agent or the Fronting Bank hereunder without the prior written consent of the
Administrative Agent or the CAF Agent or the Fronting Bank, as the case may be.
Each Lender and the Fronting Bank shall be bound by any waiver, amendment or
modification authorized by this Section and any consent by any Lender, any Agent
or the Fronting Bank pursuant to this Section shall bind any assignee of its
rights and interests hereunder.

          SECTION 8.09.  ENTIRE AGREEMENT.

          This Agreement (including the schedules and exhibits hereto) and the
Letter Agreement represent the entire contract among the parties relative to the
subject matter hereof and thereof. Any previous agreement, whether written or
oral, among the parties with respect to the subject matter hereof, including,
without limitation, the Original Agreement, is superseded by this Agreement and
the Letter Agreement. There are no unwritten oral agreements between the
parties. Nothing in this Agreement, expressed or implied, is intended to confer
upon any party other than the parties hereto any rights, remedies, obligations
or liabilities under or by reason of this Agreement.

<PAGE>

                                                                              61

          SECTION 8.10.  SEVERABILITY.

          In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

          SECTION 8.11.  COUNTERPARTS.

          This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute but one contract, and shall become effective as provided in Section
8.03.

          SECTION 8.12.  HEADINGS.

          Article and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

          SECTION 8.13.  INTEREST RATE LIMITATION.

          (a)  Notwithstanding anything herein to the contrary, if at any time
the applicable interest rate, together with all fees and charges that are
treated as interest under applicable law (collectively the "Charges"), as
provided for herein or in any other document executed in connection herewith, or
otherwise contracted for, charged, received, taken or reserved by any Lender or
the Fronting Bank, shall exceed the maximum lawful rate (the "Maximum Rate")
which may be contracted for, charged, taken, received or reserved by such Lender
or the Fronting Bank (as the case may be) in accordance with applicable law, the
rate of interest payable on the Outstanding Credits of such Lender or the
Fronting Bank (as the case may be), together with all Charges payable to such
Lender or the Fronting Bank (as the case may be), shall be limited to the
Maximum Rate.

          (b)  If the amount of interest, together with all Charges, payable for
the account of any Lender or the Fronting Bank in respect of any interest
computation period is reduced pursuant to paragraph (a) of this Section and the
amount of interest, together with all Charges, payable for such Lender's or the
Fronting Bank's (as the case may be) account in respect of any subsequent
interest computation period, computed pursuant to Section 2.08, would be less
than the Maximum Rate, then the amount of interest, together with all Charges,
payable for such Lender's or the Fronting Bank's (as the case may be) account in
respect of such subsequent interest computation period shall, to the extent
permitted by applicable law, be automatically increased to such Maximum Rate;
provided that at no time shall the aggregate amount by which interest paid for
the account of any Lender or the Fronting Bank has been increased pursuant to
this paragraph (b) exceed the aggregate amount by which interest, together with
all Charges, paid for its account has theretofore been reduced pursuant to
paragraph (a) of this Section.

<PAGE>

                                                                              62

          SECTION 8.14.  JURISDICTION; VENUE.

          (a)  The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Subject to the foregoing and to paragraph (b) below, nothing in this Agreement
shall affect any right that any party hereto may otherwise have to bring any
action or proceeding relating to this Agreement against any other party hereto
in the courts of any jurisdiction.

          (b)  The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or thereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any New York State
court or Federal court of the United States of America sitting in New York City.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

          SECTION 8.15.  CONFIDENTIALITY.

          Each Lender and the Fronting Bank shall use its best efforts to hold
in confidence all information, memoranda, or extracts furnished to such Lender
or the Fronting Bank (as the case may be) (directly or through the Agents) by
the Borrower hereunder or in connection with the negotiation hereof; provided
that such Lender and the Fronting Bank may disclose any such information,
memoranda or extracts (i) to its Affiliates, accountants or counsel, (ii) to any
regulatory agency having authority to examine such Lender or the Fronting Bank
(as the case may be), (iii) as required by any legal or governmental process or
otherwise by law, (iv) except as provided in the last sentence of Section 5.03,
to any person to which such Lender or the Fronting Bank (as the case may be)
sells or proposes to sell an assignment or a participation in its Extensions of
Credit hereunder, if such other person agrees for the benefit of the Borrower to
comply with the provisions of this Section and (v) to the extent that such
information, memoranda or extracts shall be publicly available or shall have
become known to such Lender or the Fronting Bank (as the case may be)
independently of any disclosure by the Borrower hereunder or in connection with
the negotiation hereof. Notwithstanding the foregoing, any Lender and the
Fronting Bank may disclose the provisions of this Agreement and the amounts,
maturities and interest rates of its Outstanding Credits to any purchaser or
potential purchaser of such Lender's or the Fronting Bank's (as the case may be)
interest in any Outstanding Credits.

          SECTION 8.16.  TRANSITION PROVISIONS.

          By its execution and delivery of this Agreement and upon the
Restatement Date, each Lender listed in the signature pages to this Agreement
under the caption "Lenders" shall be

<PAGE>

                                                                              63

deemed to have entered into one or more Assignment and Acceptances with the
Original Lenders that are parties hereto on the terms set forth in this Section
8.16, Section 8.04 and Exhibit B hereto, pursuant to which each such Lender
shall be deemed to have acquired from the Original Lenders (and the Original
Lenders shall be deemed to have transferred to each such Lender) such portions
of the Original Lenders' several Commitments under (and as such term is defined
in) the Original Agreement as will result in each Lender hereunder having a
Commitment equal to the amount set forth for such Lender on Schedule 2.01 to
this Agreement. The Borrower and each of the Agents hereby consents to all such
assignments, acquisitions and transfers. No processing fees shall be payable
pursuant to Section 8.04 in connection with the foregoing.

                       [Signature pages follow]

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                         TXU US HOLDINGS COMPANY


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-2

                         JPMORGAN CHASE BANK,  individually  and as
                         Administrative  Agent,  Competitive Advance
                         Facility Agent and Fronting Bank


                         By ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-3

                         ABN AMRO BANK N.V.


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-4

                         BANCA NAZIONALE DEL LAVORO  S.p.A.
                         NEW YORK BRANCH


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-5

                         BANK OF AMERICA, N.A.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-6

                         THE BANK OF NEW YORK


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-7

                         THE BANK OF TOKYO-MITSUBISHI, LTD.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-8

                         BANK ONE, NA
                         (Main Office - Chicago)


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                             S-9

                         BANQUE NATIONALE DE PARIS


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-10

                         BARCLAYS BANK PLC


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-11

                         BAYERISCHE LANDESBANK GIROZENTRALE
                         (CAYMAN ISLANDS BRANCH)


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-12

                         CANADIAN IMPERIAL BANK OF COMMERCE


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-13

                         CITIBANK, N.A.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-14

                         COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-15

                         CREDIT LYONNAIS NEW YORK BRANCH


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-16

                         CREDIT SUISSE FIRST BOSTON


                         By
                            ----------------------------------
                           Name:
                           Title:


                         By______________________________
                            Name:
                            Title:

<PAGE>

                                                                            S-17

                         THE DAI-ICHI KANGYO BANK, LTD.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-18

                         DEN DANSKE BANK AKTIESELSKAB


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-19

                         DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-20

                         DG BANK
                         DEUTSCHE GENOSSENSCHAFTSBANK AG


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-21

                         FIRST UNION NATIONAL BANK (CHARLOTTE)


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-22

                         FLEET NATIONAL BANK


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-23

                         THE FUJI BANK, LIMITED


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-24

                         GUARANTY FEDERAL BANK, FSB


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-25

                         THE INDUSTRIAL BANK OF JAPAN, LIMITED
                         NEW YORK BRANCH


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-26

                         KBC BANK N.V.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-27

                         LEHMAN COMMERCIAL PAPER INC.

                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-28

                         LLOYDS TSB BANK PLC


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-29

                         MELLON BANK, N.A.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-30

                         MERRILL LYNCH CAPITAL CORPORATION


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-31

                         MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-32

                         NATIONAL AUSTRALIA BANK LIMITED
                         A.C.N. 004044937


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-33

                         THE ROYAL BANK OF SCOTLAND PLC


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-34

                         SGZ BANK


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-35

                         SOCIETE GENERALE


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-36

                         THE SUMITOMO BANK LIMITED


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-37

                         TORONTO DOMINION (TEXAS), INC.


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-38

                         UBS AG, STAMFORD BRANCH


                         By
                            ----------------------------------
                            Name:
                            Title:


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-39

                         UFJ BANK LIMITED (as successor to The Sanwa Bank,
                         Limited New York Branch)


                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                            S-40

                         WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                         NEW YORK BRANCH


                         By
                            ----------------------------------
                            Name:
                            Title:

                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                 NAME OF LENDER                                          COMMITMENT
-------------------------------------------------------------------------------------------------------
     <S>                                                                             <C>
     JPMorgan Chase Bank                                                             $    56,500,000
-------------------------------------------------------------------------------------------------------
     Bank of America, N.A                                                            $    55,000,000
-------------------------------------------------------------------------------------------------------
     Citibank, N.A                                                                   $    55,000,000
-------------------------------------------------------------------------------------------------------
     The Bank of New York                                                            $    55,000,000
-------------------------------------------------------------------------------------------------------
     ABN AMRO Bank N.V                                                               $    45,000,000
-------------------------------------------------------------------------------------------------------
     The Bank of Tokyo-Mitsubishi, Ltd.                                              $    45,000,000
-------------------------------------------------------------------------------------------------------
     Bank One, NA (Main Office--Chicago)                                             $    45,000,000
-------------------------------------------------------------------------------------------------------
     Barclays Bank PLC                                                               $    45,000,000
-------------------------------------------------------------------------------------------------------
     Bayerische Landesbank Girozentrale (Cayman Island Branch)                       $    45,000,000
-------------------------------------------------------------------------------------------------------
     Commerzbank AG, New York and Grand Cayman Branches                              $    45,000,000
-------------------------------------------------------------------------------------------------------
     Den Danske Bank Aktieselskab                                                    $    45,000,000
-------------------------------------------------------------------------------------------------------
     First Union National Bank (Charlotte)                                           $    45,000,000
-------------------------------------------------------------------------------------------------------
     The Royal Bank of Scotland PLC                                                  $    45,000,000
-------------------------------------------------------------------------------------------------------
     Westdeutsche Landesbank Girozentrale, New York Branch                           $    45,000,000
-------------------------------------------------------------------------------------------------------
     Credit Lyonnais New York Branch                                                 $    45,000,000
-------------------------------------------------------------------------------------------------------
     Merrill Lynch Capital Corporation                                               $    36,000,000
-------------------------------------------------------------------------------------------------------
     Banque Nationale de Paris                                                       $    36,000,000
-------------------------------------------------------------------------------------------------------
     Deutsche Bank AG, New York and/or Cayman Island Branch                          $    36,000,000
-------------------------------------------------------------------------------------------------------
     Fleet National Bank                                                             $    36,000,000
-------------------------------------------------------------------------------------------------------
     Morgan Guaranty Trust Company of New York                                       $    36,000,000
-------------------------------------------------------------------------------------------------------
     Lehman Commercial Paper Inc.                                                    $    36,000,000
-------------------------------------------------------------------------------------------------------
     Mellon Bank, N.A                                                                $    36,000,000
-------------------------------------------------------------------------------------------------------
     National Australia Bank Limited A.C.N. 004044937                                $    36,000,000
-------------------------------------------------------------------------------------------------------
     UFJ Bank Limited (as successor to The Sanwa Bank, Limited New York Branch       $    36,000,000
-------------------------------------------------------------------------------------------------------
     Toronto Dominion (Texas), Inc.                                                  $    36,000,000
-------------------------------------------------------------------------------------------------------
     Banca Nazionale del Lavoro S.p.A. New York Branch                               $    25,000,000
-------------------------------------------------------------------------------------------------------
     Canadian Imperial Bank of Commerce                                              $    25,000,000
-------------------------------------------------------------------------------------------------------
     Credit Suisse First Boston                                                      $    25,000,000
-------------------------------------------------------------------------------------------------------
     The Dai-Ichi Kangyo Bank, Ltd.                                                  $    25,000,000
-------------------------------------------------------------------------------------------------------
     DG Bank Deutche Genossenschaftsbank AG                                          $    25,000,000
-------------------------------------------------------------------------------------------------------
     The Fuji Bank, Limited                                                          $    25,000,000
-------------------------------------------------------------------------------------------------------
     The Industrial Bank of Japan, Limited New York Branch                           $    25,000,000
-------------------------------------------------------------------------------------------------------
     KBC Bank N.V                                                                    $    25,000,000
-------------------------------------------------------------------------------------------------------
     Lloyds TSB Bank PLC                                                             $    25,000,000
-------------------------------------------------------------------------------------------------------
     Societe Generale                                                                $    25,000,000
-------------------------------------------------------------------------------------------------------
     The Sumitomo Bank Limited                                                       $    25,000,000
-------------------------------------------------------------------------------------------------------
     UBS AG, Stamford Branch                                                         $    25,000,000
-------------------------------------------------------------------------------------------------------
     Guaranty Federal Bank, FSB                                                      $    13,500,000
-------------------------------------------------------------------------------------------------------
     SGZ Bank                                                                        $    10,000,000
-------------------------------------------------------------------------------------------------------
                                                                          Total      $ 1,400,000,000
-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                     EXHIBIT A-1
                                                 FORM OF COMPETITIVE BID REQUEST

                                     [Date]

JPMorgan  Chase Bank, as  Competitive
Advance  Facility  Agent for the Lenders
referred to below
c/o JPMorgan Chase Bank
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention: Chris Consomer
Telecopy: 212-552-5627

Ladies and Gentlemen:

          The undersigned, TXU US Holdings Company, (the "Borrower"), refers to
the Five-Year Third Amended and Restated Competitive Advance and Revolving
Credit Facility Agreement, dated as of July ___, 2002 (as it may hereafter be
amended, modified, extended or restated from time to time, the "Agreement"),
among the Borrower, the lenders named therein (the "Lenders") and JPMorgan Chase
Bank, as administrative agent for the Lenders, competitive advance facility
agent and fronting bank for letters of credit issued thereunder. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement. The Borrower hereby gives you notice
pursuant to Section 2.03(a) of the Agreement that it requests a Competitive
Borrowing under the Agreement, and in that connection sets forth below the terms
on which such Competitive Borrowing is requested to be made:

<TABLE>
          <S>                                                               <C>
          (A)  Date of Competitive Borrowing (which is a Business Day)      ________________

          (B)  Principal amount of aggregate Competitive Borrowing/1/       ________________

          (C)  Interest rate basis/2/                                       ________________

          (D)  Interest Period and the last day thereof/3/                  ________________
</TABLE>

----------

     /1/  Not less then $5,000,000 (and in integral multiples of $1,000,000) or
          greater then the Total Commitment then available.

     /2/  Eurodollar Loan or Fixed Rate Loan.

     /3/  Which shall be subject to the definition of "Interest Period" and end
          not later than the Maturity Date.

<PAGE>

          Upon acceptance of any or all of the Loans offered by the Lenders in
response to this request, the Borrower shall be deemed to have represented and
warranted that the applicable conditions to lending specified in Article IV of
the Agreement have been satisfied.

                         Very truly yours,

                         TXU US Holdings Company

                              By
                                 -------------------------------
                                 Name:
                                 Title:[Financial Officer]

<PAGE>

                                                                     EXHIBIT A-2
                                       FORM OF NOTICE OF COMPETITIVE BID REQUEST

                                     [Date]

[Name of Lender]
[Address]

Attention:  [      ]

Ladies and Gentlemen:

          Reference is made to the Five-Year Third Amended and Restated
Competitive Advance and Revolving Credit Facility Agreement, dated as of July
___, 2002 (as it may hereafter be amended, modified, extended or restated from
time to time, the "Agreement"), among TXU US Holdings Company (the "Borrower"),
the lenders named therein (the "Lenders") and JPMorgan Chase Bank, as
administrative agent for the Lenders, competitive advance facility agent and
fronting bank for letters of credit issued thereunder. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Agreement. The Borrower made a Competitive Bid Request on ____ ,
[___], pursuant to Section 2.03(a) of the Agreement, and in that connection you
are invited to submit a Competitive Bid by [Date]/[Time]./1/ Your Competitive
Bid must comply with Section 2.03(b) of the Agreement and the terms set forth
below on which the Competitive Bid Request was made:

          (A)  Date of Competitive Borrowing                  ________________

          (B)  Principal amount of Competitive Borrowing      ________________

          (C)  Interest rate basis                            ________________

          (D)  Interest Period and the last day thereof       ________________

                         Very truly yours,

                         JPMORGAN CHASE BANK,
                         as Competitive Advance Facility Agent

                         By
                            ------------------------------------
                            Name:
                            Title:

----------

     /1/  The Competitive Bid must be received by the CAF Agent in the case of
          Eurodollar Loans, not later than 9:30 a.m., New York City time, three
          Business Days before a proposed Competitive Borrowing, and in the case
          of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on
          the Business Day of a proposed Competitive Borrowing

<PAGE>

                                                                     EXHIBIT A-3
                                                         FORM OF COMPETITIVE BID

                                     [Date]

JPMorgan  Chase Bank, as  Competitive
Advance  Facility  Agent for the Lenders
referred to below
c/o JPMorgan Chase Bank
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention: Chris Consomer
Telecopy: 212-552-5627

Ladies and Gentlemen:

          The undersigned, [Name of Lender], refers to the Five-Year Third
Amended and Restated Competitive Advance and Revolving Credit Facility
Agreement, dated as of July___, 2002 (as it may hereafter be amended, modified,
extended or restated from time to time, the "Agreement"), among TXU US Holdings
Company (the "Borrower"), the lenders named therein (the "Lenders") and JPMorgan
Chase Bank, as administrative agent for the lenders, competitive advance
facility agent and fronting bank for letters of credit issued thereunder.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement. The undersigned hereby makes a
Competitive Bid pursuant to Section 2.03(b) of the Agreement, in response to the
Competitive Bid Request made by the Borrower on ____ , [____], and in that
connection sets forth below the terms on which such Competitive Bid is made:

          (A)  Principal Amount/1/                      ________________

          (B)  Competitive Bid Rate/2/                  ________________

          (C)  Interest Period and last day thereof     ________________

----------

     /1/  Not less than $5,000,000 or greater than the requested Competitive
          Borrowing and in integral multiples of $1,000,000. Multiple bids will
          be accepted by the CAF Agent.

     /2/  i.e., LIBO Rate + or -__%, in the case of Eurodollar Loans or__%, in
          the case of Fixed Rate Loans.

<PAGE>

          The undersigned hereby confirms that it is prepared, subject to the
conditions set forth in the Agreement, to extend credit to the Borrower upon
acceptance by the Borrower of this bid in accordance with Section 2.03(d) of the
Agreement.

                         Very truly yours,

                         [NAME OF LENDER]

                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                     EXHIBIT A-4
                                    FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

                                     [Date]

JPMorgan  Chase Bank, as  Competitive
Advance  Facility  Agent for the Lenders
referred to below
c/o JPMorgan Chase Bank
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention: Chris Consomer
Telecopy: 212-552-5627

Ladies and Gentlemen:

          The undersigned, TXU US Holdings Company (the "Borrower"), refers to
the Five-Year Third Amended and Restated Competitive Advance and Revolving
Credit Facility Agreement, dated as of July __, 2002 (as it may hereafter be
amended, modified, extended or restated from time to time, the "Agreement"),
among the Borrower, the lenders named therein (the "Lenders") and JPMorgan Chase
Bank, as administrative agent for the Lenders, competitive advance facility
agent and fronting bank for letters of credit issued thereunder.

          In accordance with Section 2.03(c) of the Agreement, we have received
a summary of bids in connection with our Competitive Bid Request dated_____ ,
____ , and in accordance with Section 2.03(d) of the Agreement, we hereby
accept the following bids for maturity on [date]:

          Principal Amount       Fixed Rate/Margin       Lender
          ----------------       -----------------       ------

          $                        [%]/[+/-.   %]
          $

We hereby reject the following bids:

          Principal Amount       Fixed Rate/Margin       Lender
          ----------------       -----------------       ------

          $                        [%]/[+/-.   %]
          $

          The $__________ should be deposited in JPMorgan Chase Bank account
number [      ] on [date].

<PAGE>

                         Very truly yours,

                         TXU US HOLDINGS COMPANY

                         By
                            ----------------------------------
                            Name:
                            Title:

<PAGE>

                                                                     EXHIBIT A-5
                                               FORM OF STANDBY BORROWING REQUEST

                                     [Date]

JPMorgan Chase Bank, as  Administrative
Agent for the Lenders referred to below
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention:    Michael Cerniglia
Telecopy:     (212) 552-5777

Ladies and Gentlemen:

          The undersigned, TXU US Holdings Company (the "Borrower"), refers to
the Five-Year Third Amended and Restated Competitive Advance and Revolving
Credit Facility Agreement, dated as of July __, 2002 (as it may hereafter be
amended, modified, extended or restated from time to time, the "Agreement"),
among the Borrower, the lenders named therein (the "Lenders") and JPMorgan Chase
Bank, as administrative agent for the Lenders, competitive advance facility
agent and fronting bank for letters of credit issued thereunder. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement. The Borrower hereby gives you notice
pursuant to Section 2.04 of the Agreement that it requests a Standby Borrowing
under the Agreement, and in that connection sets forth below the terms on which
such Standby Borrowing is requested to be made:

          (A)  Date of Standby Borrowing (which is a Business Day)  ____________

          (B)  Principal amount of Standby Borrowing/1/             ____________

          (C)  Interest rate basis/2/                               ____________

          (D)  Interest Period and the last day thereof/3/          ____________

----------
     /1/  Not less than $25,000,000 (and in integral multiples of $5,000,000) or
          greater than the Total Commitment then available.

     /2/  Eurodollar Loan or ABR Loan.

     /3/  Which shall be subject to the definition of "Interest Period" and end
          not later than the Maturity Date.

<PAGE>

          Upon acceptance of any or all of the Loans made by the Lenders in
response to this request, the Borrower shall be deemed to have represented and
warranted that the applicable conditions to lending specified in Article IV of
the Agreement have been satisfied.

                         Very truly yours,

                         TXU US HOLDINGS COMPANY

                         By
                            ----------------------------
                            Name:
                            Title: [Financial Officer]

<PAGE>

                                                                     EXHIBIT A-6
                                                    FORM OF REQUEST FOR ISSUANCE

                                     [Date]

JPMorgan Chase Bank, as  Administrative
Agent for the Lenders referred to below
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Loan and Agency Services Group
Telecopy: 212-552-5777

JPMorgan Chase Bank
c/o JPMorgan Treasury Services
10420 Highland Manor Drive
Tampa, Florida 33610
Telecopy No. 813-432-5161

Ladies and Gentlemen:

          The undersigned, TXU US Holdings Company (the "Borrower"), refers to
the Five-Year Third Amended and Restated Competitive Advance and Revolving
Credit Facility Agreement, dated as of July ___, 2002 (as it may hereafter be
amended, modified, extended or restated from time to time, the "Agreement"),
among the Borrower, the lenders named therein and JPMorgan Chase Bank, as
administrative agent for the Lenders, competitive advance facility agent and
fronting bank for letters of credit issued thereunder, and hereby gives you
notice, irrevocably, pursuant to Section 2.05(a) of the Agreement, that the
undersigned hereby requests the issuance of a Letter of Credit, and in
connection therewith sets forth below the terms on which such Letter of Credit
is to be issued:

          (i)       (a)  the beneficiary of the Letter of Credit requested
                         hereby is _____________, with an address at
                         ___________________________;

                    (b)  the Borrower's obligations in respect of which such
                         Letter of Credit is to be issued are as follows:
                         ___________________________;

          (ii)      (a)  the conditions under which a drawing may be made under
                         such Letter of Credit are as follows:
                         ___________________________;

                    (b)  the documentation required in respect of such Letter of
                         Credit is as  follows: ______________________;

          (iii)     the maximum amount to be available under such Letter of
                    Credit is ___________________;

          (iv)      the requested date of issuance (which is a Business Day) is
                    _________________________; and

<PAGE>

          (v)       the expiration date of the Letter of Credit requested hereby
                    is ______________./1/

          Upon the issuance of the Letter of Credit by the Fronting Bank in
response to this request, the Borrower shall be deemed to have represented and
warranted that the applicable conditions to an issuance of a Letter of Credit
that are specified in Article IV of the Agreement have been satisfied.

                         Very truly yours,

                         TXU US HOLDINGS COMPANY

                         By
                            ----------------------------
                            Name:
                            Title: [Financial Officer]

----------
     /1/  Modify request as appropriate if used in connection with the
extension, modification or amendment of a Letter of Credit.

<PAGE>

                                                                       EXHIBIT B
                                               FORM OF ASSIGNMENT AND ACCEPTANCE

                            ASSIGNMENT AND ACCEPTANCE

          Dated: __________

          Reference is made to the Five-Year Third Amended and Restated
Competitive Advance and Revolving Credit Facility Agreement, dated as of July
_____, 2002 (as amended, modified, extended or restated from time to time, the
"Agreement"), among TXU US Holdings Company (the "Borrower"), the lenders listed
in Schedule 2.01 thereto (the "Lenders") and JPMorgan Chase Bank, as
administrative agent for the Lenders, competitive advance facility agent and
fronting bank for letters of credit issued thereunder. Terms defined in the
Agreement are used herein with the same meanings.

          1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the [Effective Date of Assignment set forth
below], the interests set forth on the reverse hereof (the "Assigned Interest")
in the Assignor's rights and obligations under the Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Commitment of
the Assignor on the [Effective Date of Assignment] and the Extensions of Credit
owing to the Assignor which are outstanding on the [Effective Date of
Assignment], together with unpaid interest accrued on the assigned Extensions of
Credit to the [Effective Date of Assignment] and the amount, if any, set forth
on the reverse hereof of the Fees accrued to the [Effective Date of Assignment]
for the account of the Assignor. Each of the Assignor and the Assignee hereby
makes and agrees to be bound by all the representations, warranties and
agreements set forth in Section 8.04 of the Agreement, a copy of which has been
received by each such party. From and after the [Effective Date of Assignment],
(i) the Assignee shall be a party to and be bound by the provisions of the
Agreement and, to the extent of the interests assigned by this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Agreement.

          2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in Section
2.18(g) of the Agreement, duly completed and executed by such Assignee, (ii) if
the Assignee is not already a Lender under the Agreement, an Administrative
Questionnaire in the form of Exhibit B to the Agreement and (iii) a processing
and recordation fee of $3,500.

<PAGE>

          3. This  Assignment  and  Acceptance  shall be governed by and
construed in  accordance  with the laws of the State of New York.

Date of Assignment:


Legal Name of Assignor:


Legal Name of Assignee:


Assignee's Address for Notices:


Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment
unless otherwise agreed by the
Administrative Agent):

<TABLE>
<CAPTION>
                                                                                   Percentage Assigned of
                                                                           Facility/Commitment (set forth, to at
            Facility                    Principal Amount Assigned         least 8 decimals, as a percentage of the
                                      (and identifying information       Facility and the aggregate Commitments of
                                   as to individual Competitive Loans)             all Lenders thereunder

<S>                                           <C>                                        <C>
Commitment Assigned:                          $ ____________                             __________%

Standby Loans:                                $ ____________                             __________%

Competitive Loans:                            $ ____________                             __________%

Letters of Credit:                            $ ____________                             __________%

Other Extensions of Credit:                   $ ____________                             __________%

Fees Assigned (if any):                       $ ____________                             __________%
</TABLE>

<PAGE>

The terms set  forth  and on the  reverse        Accepted:
side hereof are hereby agreed to:                TXU US HOLDINGS COMPANY


                                 , as            By
---------------------------------                   ----------------------------
Assignor                                            Name:
                                                    Title:
By                               , as
   ------------------------------
   Name:                                         JPMORGAN CHASE BANK, as
   Title:                                        Administrative Agent, CAF Agent
                                                 and Fronting Bank
                                 , as
---------------------------------
Assignee,
                                                 By
                                                   -----------------------------
By                                , as              Name:
  --------------------------------                  Title:
   Name:
   Title:

</TEXT>
</DOCUMENT>
