Common use of Indebtedness of the Borrower Clause in Contracts

Indebtedness of the Borrower. The Borrower will not incur, create, assume or permit to exist Indebtedness (other than guarantees existing as of [the date hereof] and guarantees of any obligations of Subsidiaries) in an amount at any time in excess of the sum of the following: (A) $3,100,000,000; (B) the excess, if any, of: (i) cumulative consolidated net income of the Borrower (after preferred stock dividends and preferred securities distributions) LESS: cumulative combined consolidated net income (after preferred stock dividends and preferred securities distributions) of the Subsidiaries of the Borrower in excess of the sum of (x) dividend income received by the Borrower from such Subsidiaries and (y) cash proceeds received by the Borrower from the purchase from the Borrower by a Subsidiary of the Borrower of common stock of such Subsidiary in lieu of payment of cash dividends by such Subsidiary (ii) the sum of the aggregate amount of dividends paid by the Borrower plus the aggregate amount of cash paid by the Borrower to purchase any of its capital stock from shareholders (other than pursuant to the Borrower's previously announced stock buyback program of up to $250,000,000 of common stock); provided that calculations for clauses (B)(i) and (ii) shall be applied and included for each fiscal quarter commencing on or after July 1, 1997; and (C) the aggregate proceeds received by TEII and the Borrower from issuances of capital stock of TEII after April 24, 1997 and before August 5, 1997 and of the Borrower on and after August 5, 1997 (other than issuances of capital stock of the Borrower in connection with the Mergers and in any event only to the extent such proceeds have not been used to prepay Indebtedness (other than Indebtedness under this Agreement or Indebtedness under the Corporate Revolvers or any short-term debt)); provided that Indebtedness of the Borrower (other than guarantees existing as of April 24, 1997 and guarantees of any obligations of Subsidiaries) in an amount in excess of such sum may be incurred, created, assumed or permitted to exist for a period of up to 120 days if the Borrower shall have given the Lenders prior written notice of its intent to issue capital stock within such 120-day period for net cash proceeds to the Borrower sufficient to eliminate such excess; provided further that notwithstanding the above limitations, the Borrower may incur additional Indebtedness in an aggregate principal amount of up to $1,900,000,000 outstanding at any time in the form of commercial paper for the sole purpose of making intercompany loans (i) to TU Electric in an aggregate principal amount not to exceed $1,900,000,000 outstanding at any time and (ii) to Enserch in an aggregate principal amount not to exceed $650,000,000 outstanding at any time.

Indebtedness of the Borrower. The Borrower will shall not incur, create, assume assume, incur or otherwise become or remain obligated in respect of, or permit to exist be outstanding, and the Borrower shall not permit any of its Restricted Subsidiaries to create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding, any Indebtedness for Money Borrowed except: (a) the Obligations; (b) Indebtedness existing as of the Agreement Date as described on Schedule 3 attached hereto; (c) Indebtedness owed to the Borrower or to any of its Restricted Subsidiaries (other than guarantees existing as Non-Guarantor Subsidiaries) by the Borrower or any of [its Restricted Subsidiaries (other than Non-Guarantor Subsidiaries); (d) obligations under Interest Hedge Agreements in respect of the Facility A Loans and the Facility B Loans; (e) unsecured subordinated Indebtedness; provided, that (i) such Indebtedness (A) is expressly subordinated in all respects to the Obligations, (B) has a final maturity at least one year after the Maturity Date, and (C) has no terms or conditions (including payment terms) which are more onerous than the terms and conditions contained herein and in the other Loan Documents, and (ii) on the date hereof] of incurrence thereof, no Default exists or would be caused thereby; (f) Indebtedness for Money Borrowed assumed in connection with any Acquisition permitted hereunder; provided, that (i) such Indebtedness for Money Borrowed (A) is unsecured, (B) has a final maturity at least one year after the Maturity Date, (C) has no terms or conditions (including payment terms) which are more onerous than the terms and guarantees conditions contained herein and in the other Loan Documents and (D) was not incurred to finance all or part of any obligations the purchase price with respect to such Acquisition and (ii) on the date of Subsidiariesassumption thereof, no Default exists or would be caused thereby; (g) other Indebtedness for Money Borrowed of the Borrower not to exceed $50,000,000 in an amount the aggregate at any time outstanding; provided, however, that (i) no Default exists prior to or after giving effect to the incurrence thereof, (ii) the principal amount thereof which is secured by Liens does not exceed $20,000,000 in excess of the sum of aggregate outstanding at any time and (iii) the following: (A) principal amount thereof incurred by Non-Guarantor subsidiaries does not exceed $3,100,000,00010,000,000 in the aggregate; (Bh) Indebtedness of the excess, if any, of:Non-Guarantor Subsidiaries owed to the Borrower as permitted in Section 7.2(c); and (i) cumulative consolidated net income of the Borrower (after preferred stock dividends and preferred securities distributions) LESS: cumulative combined consolidated net income (after preferred stock dividends and preferred securities distributions) of the Subsidiaries of the Borrower in excess of the sum of (x) dividend income received Indebtedness evidenced by the Borrower from such Subsidiaries and (y) cash proceeds received by the Borrower from the purchase from the Borrower by a Subsidiary of the Borrower of common stock of such Subsidiary in lieu of payment of cash dividends by such Subsidiary (ii) the sum of the aggregate amount of dividends paid by the Borrower plus the aggregate amount of cash paid by the Borrower to purchase any of its capital stock from shareholders (other than pursuant to the Borrower's previously announced stock buyback program of up to $250,000,000 of common stock); provided that calculations for clauses (B)(i) and (ii) shall be applied and included for each fiscal quarter commencing on or after July 1, 1997; and (C) the aggregate proceeds received by TEII and the Borrower from issuances of capital stock of TEII after April 24, 1997 and before August 5, 1997 and of the Borrower on and after August 5, 1997 (other than issuances of capital stock of the Borrower in connection with the Mergers and in any event only to the extent such proceeds have not been used to prepay Indebtedness (other than Indebtedness under this Agreement or Indebtedness under the Corporate Revolvers or any short-term debt)); provided that Indebtedness of the Borrower (other than guarantees existing as of April 24, 1997 and guarantees of any obligations of Subsidiaries) in an amount in excess of such sum may be incurred, created, assumed or permitted to exist for a period of up to 120 days if the Borrower shall have given the Lenders prior written notice of its intent to issue capital stock within such 120-day period for net cash proceeds to the Borrower sufficient to eliminate such excess; provided further that notwithstanding the above limitations, the Borrower may incur additional Indebtedness in an aggregate principal amount of up to $1,900,000,000 outstanding at any time in the form of commercial paper for the sole purpose of making intercompany loans (i) to TU Electric 8.125% Senior Subordinated Notes due 2009 in an aggregate principal amount not to exceed $1,900,000,000 outstanding at any time 400,000,000 and Guarantees thereof by the Restricted Subsidiaries (iiother than Non-Guarantor Subsidiaries) to Enserch in an aggregate principal amount not to exceed $650,000,000 outstanding at any timeof the Borrower.

Indebtedness of the Borrower. The Borrower will shall not incur, create, assume assume, incur or otherwise become or remain obligated in respect of, or permit to exist be outstanding, and the Borrower shall not permit any of its Restricted Subsidiaries to create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding, any Indebtedness for Money Borrowed except: (a) the Obligations; (b) Indebtedness existing as of the Agreement Date as described on Schedule 3 attached hereto; (c) Indebtedness owed to the Borrower or to any of its Restricted Subsidiaries (other than guarantees existing as Non-Guarantor Subsidiaries) by the Borrower or any of [its Restricted Subsidiaries (other than Non-Guarantor Subsidiaries); (d) obligations under Interest Hedge Agreements in respect of the Facility B Loans and the Facility A Loans; (e) unsecured subordinated Indebtedness; provided, that (i) such Indebtedness (A) is expressly subordinated in all respects to the Obligations, (B) has a final maturity at least one year after the Maturity Date, and (C) has no terms or conditions (including payment terms) which are more onerous than the terms and conditions contained herein and in the other Loan Documents, and (ii) on the date hereof] of incurrence thereof, no Default exists or would be caused thereby; (f) Indebtedness for Money Borrowed assumed in connection with any Acquisition permitted hereunder; provided, that (i) such Indebtedness for Money Borrowed (A) is unsecured, (B) has a final maturity at least one year after the Maturity Date, (C) has no terms or conditions (including payment terms) which are more onerous than the terms and guarantees conditions contained herein and in the other Loan Documents and (D) was not incurred to finance all or part of any obligations the purchase price with respect to such Acquisition and (ii) on the date of Subsidiariesassumption thereof, no Default exists or would be caused thereby; (g) other Indebtedness for Money Borrowed of the Borrower not to exceed $50,000,000 in an amount the aggregate at any time outstanding; provided, however, that (i) no Default exists prior to or after giving effect to the incurrence thereof, (ii) the principal amount thereof which is secured by Liens does not exceed $20,000,000 in excess of the sum of aggregate outstanding at any time and (iii) the following: (A) principal amount thereof incurred by Non-Guarantor subsidiaries does not exceed $3,100,000,00010,000,000 in the aggregate; (Bh) Indebtedness of the excess, if any, of:Non-Guarantor Subsidiaries owed to the Borrower as permitted in Section 7.2(c); and (i) cumulative consolidated net income of the Borrower (after preferred stock dividends and preferred securities distributions) LESS: cumulative combined consolidated net income (after preferred stock dividends and preferred securities distributions) of the Subsidiaries of the Borrower in excess of the sum of (x) dividend income received Indebtedness evidenced by the Borrower from such Subsidiaries and (y) cash proceeds received by the Borrower from the purchase from the Borrower by a Subsidiary of the Borrower of common stock of such Subsidiary in lieu of payment of cash dividends by such Subsidiary (ii) the sum of the aggregate amount of dividends paid by the Borrower plus the aggregate amount of cash paid by the Borrower to purchase any of its capital stock from shareholders (other than pursuant to the Borrower's previously announced stock buyback program of up to $250,000,000 of common stock); provided that calculations for clauses (B)(i) and (ii) shall be applied and included for each fiscal quarter commencing on or after July 1, 1997; and (C) the aggregate proceeds received by TEII and the Borrower from issuances of capital stock of TEII after April 24, 1997 and before August 5, 1997 and of the Borrower on and after August 5, 1997 (other than issuances of capital stock of the Borrower in connection with the Mergers and in any event only to the extent such proceeds have not been used to prepay Indebtedness (other than Indebtedness under this Agreement or Indebtedness under the Corporate Revolvers or any short-term debt)); provided that Indebtedness of the Borrower (other than guarantees existing as of April 24, 1997 and guarantees of any obligations of Subsidiaries) in an amount in excess of such sum may be incurred, created, assumed or permitted to exist for a period of up to 120 days if the Borrower shall have given the Lenders prior written notice of its intent to issue capital stock within such 120-day period for net cash proceeds to the Borrower sufficient to eliminate such excess; provided further that notwithstanding the above limitations, the Borrower may incur additional Indebtedness in an aggregate principal amount of up to $1,900,000,000 outstanding at any time in the form of commercial paper for the sole purpose of making intercompany loans (i) to TU Electric 8.125% Senior Subordinated Notes due 2009 in an aggregate principal amount not to exceed $1,900,000,000 outstanding at any time 400,000,000 and Guarantees thereof by the Restricted Subsidiaries (iiother than Non-Guarantor Subsidiaries) to Enserch in an aggregate principal amount not to exceed $650,000,000 outstanding at any timeof the Borrower.