Common use of Ring-Fencing of Oncor Clause in Contracts

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric Delivery’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantor, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s other Subsidiaries, (iv) that the obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement and any related documents and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligation, under this Indenture, the Registration Rights Agreement or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any Oncor Subsidiary, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: [ ]1

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under holders of Oncor Electric Delivery’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer Parent Guarantor and EFIH’s other its Subsidiaries, (iv) that the obligations Obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations Obligations owing to the Holders under this Indenture, the Registration Rights Agreement and Indenture or any related documents documents, and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligationObligation, under this Indenture, the Registration Rights Agreement Indenture or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any of the Oncor SubsidiarySubsidiaries, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE INTERMEDIATE HOLDING April 19, 2011 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE TCEH FINANCE, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer BIG XXXXX 3 POWER COMPANY LLC BIG XXXXX LIGNITE COMPANY LLC BIG XXXXX POWER COMPANY LLC COLLIN POWER COMPANY LLC XXXXXXXXX POWER COMPANY LLC GENERATION MT COMPANY LLC GENERATION SVC COMPANY LAKE CREEK 3 POWER COMPANY LLC LUMINANT BIG XXXXX MINING COMPANY LLC LUMINANT ENERGY COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT ENERGY TRADING CALIFORNIA COMPANY LUMINANT ET SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT HOLDING COMPANY LLC LUMINANT MINERAL DEVELOPMENT COMPANY LLC LUMINANT MINING COMPANY LLC LUMINANT MINING SERVICES COMPANY LUMINANT POWER SERVICES COMPANY LUMINANT RENEWABLES COMPANY LLC XXXXXX LAKE 4 POWER COMPANY LLC MONTICELLO 4 POWER COMPANY LLC XXXXXX CREEK 7 POWER COMPANY LLC NCA RESOURCES DEVELOPMENT COMPANY LLC OAK GROVE MANAGEMENT COMPANY LLC OAK GROVE MINING COMPANY LLC OAK GROVE POWER COMPANY LLC SANDOW POWER COMPANY LLC TRADINGHOUSE 3 & 4 POWER COMPANY LLC TRADINGHOUSE POWER COMPANY LLC TXU ENERGY RETAIL COMPANY LLC TXU ENERGY SOLUTIONS COMPANY LLC TXU RETAIL SERVICES COMPANY TXU SEM COMPANY TXU XXXXX COMPANY LLC TXU XXXXX ENERGY SERVICES COMPANY VALLEY NG POWER COMPANY LLC VALLEY POWER COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President No. [Insert $ ] promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note Legendattached hereto] [of United States Dollars ($[ ])] on October 1, if applicable pursuant 2020. Interest Payment Dates: January 1, April 1, July 1 and October 1 Record Dates: December 15, March 15, June 15 and September 15 * Rule 144A Note CUSIP: 882330 AM5 Rule 144A Note ISIN: US882330AM55 Regulation S Note CUSIP: U88235 AG8 Regulation S Note ISIN: USU88235AG80 IN WITNESS HEREOF, the Issuer has caused this instrument to the provisions be duly executed. Dated: April , 2011 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture] [Insert : THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: April , 2011 Capitalized terms used herein shall have the Private Placement Legend, if applicable pursuant meanings assigned to them in the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant Indenture referred to the provisions of the Indenture] CUSIP: [ ]1below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from Oncor Holdings and the other Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric DeliveryOncor’s existing debt instruments notes and transition bonds have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are obligations Obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of the other Oncor SubsidiarySubsidiaries, (v) that the Holders of the Senior Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of the other Oncor SubsidiarySubsidiaries, for the repayment of any amounts payable pursuant to the Senior Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement and any related documents documents, and (vi) that none of Oncor Holdings or any of the other Oncor Subsidiaries shall be personally liable to the Holders of the Senior Notes for any amounts payable, or any other obligationObligation, under this Indenture, the Registration Rights Agreement or any and related documents. The Holders of the Notes, by accepting the Notes, shall hereby acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings or any of the other Oncor SubsidiarySubsidiaries, or against any of Oncor Holdings’ or the other Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that Oncor Holdings and each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written October 31, 2007 ENERGY FUTURE HOLDINGS CORP. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.YORK, as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxx X. Xxxxx Name: Xxxxx Xxxxxxx-Xxxx X. Xxxxx Title: Vice President ISIN [ ](1) No. [Insert $ ] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note Legendattached hereto] [of United States Dollars] on November 1, if applicable pursuant 2017. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 IN WITNESS HEREOF, the Issuer has caused this instrument to the provisions be duly executed. Dated: , 20 ENERGY FUTURE HOLDINGS CORP. By: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture] [Insert the Private Placement Legend: THE BANK OF NEW YORK, if applicable pursuant to the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant to the provisions of the Indenture] as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: [ ]1292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric DeliveryOncor’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement Indenture and any related documents and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligation, under this Indenture, the Registration Rights Agreement Indenture or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any Oncor Subsidiary, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE HOLDINGS CORP. By: Name: Title: ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. [ ] [Insert $ ] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note Legendattached hereto] [of United States Dollars ($[ ])] on October 15, if applicable pursuant 2019. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to the provisions be duly executed. Dated: , 20 ENERGY FUTURE HOLDINGS CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture] [Insert : THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Capitalized terms used herein shall have the Private Placement Legend, if applicable pursuant meanings assigned to them in the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant Indenture referred to the provisions of the Indenture] CUSIP: [ ]1below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric DeliveryOncor’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement Indenture and any related documents and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligation, under this Indenture, the Registration Rights Agreement Indenture or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any Oncor Subsidiary, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE HOLDINGS CORP. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President [Insert the Global Note LegendSenior Associate THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement LegendAND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, if applicable pursuant to the provisions of the Indenture] [Insert the Tax Legend(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, if applicable pursuant to the provisions of the Indenture] CUSIP: [ ]1(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric DeliveryOncor’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantor, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement Indenture and any related documents and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligation, under this Indenture, the Registration Rights Agreement Indenture or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any Oncor Subsidiary, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Name: Title: THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No.[ ] [$ ______________ ] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of [ ] United States Dollars ($[ ])] on October 15, 2019. Interest Payment Dates: April 15 and Treasurer October 15 Record Dates: April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: _____________, 20__ ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC Name: Title: EFIH FINANCE INC. Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President [Insert Authorized Signatory Capitalized terms used herein shall have the Global Note Legend, if applicable pursuant meanings assigned to them in the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant Indenture referred to the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: [ ]1below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric DeliveryOncor’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement and any related documents and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligation, under this Indenture, the Registration Rights Agreement or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any Oncor Subsidiary, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE HOLDINGS CORP. By: Name: Title: ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] No. [ ] [Insert $______________] promises to pay to CEDE & CO. or registered assigns, the Tax Legendprincipal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United States Dollars ($[___________])] on January 15, if applicable pursuant 2020. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 IN WITNESS HEREOF, the Issuer has caused this instrument to the provisions be duly executed. Dated: January 12, 2010 By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture] : By: Authorized Signatory 1 Rule 144A Note CUSIP: [ ]1292680 AG0 Rule 144A Note ISIN: US292680AG02 Regulation S Note CUSIP: U29191 AD2 Regulation S Note ISIN: USU29191AD22 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncor Electric DeliveryOncor’s existing debt instruments have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations owing to the Holders under this Indenture, the Registration Rights Agreement Indenture and any related documents and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligation, under this Indenture, the Registration Rights Agreement Indenture or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any Oncor Subsidiary, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE HOLDINGS CORP. By: Name: Title: ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. [ ] [Insert $ ] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note Legendattached hereto] [of United States Dollars ($[ ])] on October 15, if applicable pursuant 2019. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to the provisions be duly executed. Dated: , 20 ENERGY FUTURE HOLDINGS CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture] [Insert : THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Capitalized terms used herein shall have the Private Placement Legend, if applicable pursuant meanings assigned to them in the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant Indenture referred to the provisions of the Indenture] CUSIP: [ ]1below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from the Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under holders of the existing Oncor Electric Deliverynotes and Oncor’s existing debt instruments transition bonds have likely advanced funds thereunder in reliance upon the separateness of the Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that the Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer Parent Guarantor and EFIH’s other its Subsidiaries, (iv) that the obligations Obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of any Oncor Subsidiary, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Subsidiary, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations Obligations owing to the Holders under this Indenture, the Registration Rights Agreement and or any related documents documents, and (vi) that none of the Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligationObligation, under this Indenture, the Registration Rights Agreement or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any of the Oncor SubsidiarySubsidiaries, or against any of the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE INTERMEDIATE HOLDING October 6, 2010 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer EFIH FINANCE TCEH FINANCE, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer BIG XXXXX 3 POWER COMPANY LLC BIG XXXXX LIGNITE COMPANY LLC BIG XXXXX POWER COMPANY LLC COLLIN POWER COMPANY LLC XXXXXXXXX POWER COMPANY LLC GENERATION MT COMPANY LLC GENERATION SVC COMPANY LAKE CREEK 3 POWER COMPANY LLC LUMINANT BIG XXXXX MINING COMPANY LLC LUMINANT ENERGY COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT ENERGY TRADING CALIFORNIA COMPANY LUMINANT ET SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT HOLDING COMPANY LLC LUMINANT MINERAL DEVELOPMENT COMPANY LLC LUMINANT MINING COMPANY LLC LUMINANT MINING SERVICES COMPANY LUMINANT POWER SERVICES COMPANY LUMINANT RENEWABLES COMPANY LLC XXXXXX LAKE 4 POWER COMPANY LLC MONTICELLO 4 POWER COMPANY LLC XXXXXX CREEK 7 POWER COMPANY LLC NCA RESOURCES DEVELOPMENT COMPANY LLC OAK GROVE MANAGEMENT COMPANY LLC OAK GROVE MINING COMPANY LLC OAK GROVE POWER COMPANY LLC SANDOW POWER COMPANY LLC TRADINGHOUSE 3 & 4 POWER COMPANY LLC TRADINGHOUSE POWER COMPANY LLC TXU ENERGY RETAIL COMPANY LLC TXU ENERGY SOLUTIONS COMPANY LLC TXU RETAIL SERVICES COMPANY TXU SEM COMPANY TXU XXXXX COMPANY LLC TXU XXXXX ENERGY SERVICES COMPANY VALLEY NG POWER COMPANY LLC VALLEY POWER COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxx Xxxxxxx-X. Xxxxx Name: Xxxxx Xxxxxxx-Xxxxx Title: Vice President Senior Associate 1. Comanche Peak nuclear facility, Somervell County and Hood County, Texas, owned by Luminant Generation Company LLC (“Luminant”). 2. Big Xxxxx coal fired facility, Freestone County, Texas, excluding mining properties, owned by Big Xxxxx Power Company LLC and Big Xxxxx 3 Power Company LLC. 3. Xxxxxx Lake coal fired facility, Panola County and Xxxx County, Texas, excluding mining properties, owned by Luminant and Xxxxxx Lake 4 Power Company LLC. 4. Monticello coal fired facility, Xxxxx County and Camp County, Texas, excluding mining properties, owned by Luminant and Monticello 4 Power Company LLC. 5. Oak Grove coal fired facility, Xxxxxxxxx County and Limestone County, Texas, excluding mining properties, owned by Oak Grove Management Company LLC and Oak Grove Mining Company LLC. 6. Sandow 4 coal fired facility, Xxxxx County, Texas, excluding mining properties, owned by Luminant. 7. Sandow 5 coal fired facility, and all owned mineral interests which are located on the ground lease tract, Xxxxx County, Texas, excluding mining properties, owned by Sandow Power Company LLC (leasehold mortgage, not a fee mortgage). 8. DeCordova gas fired facility, Hood County, Texas, excluding the combustion turbines, the rights of the lessee under the combustion turbine leveraged leases and a portion of the land as to which the leveraged leases prohibit the granting of a lien, owned by XxXxxxxxx Power Company LLC and Luminant Generation Company LLC. 9. Xxxxxx gas fired facility, Young County, Texas, owned by Luminant. 10. Lake Creek gas fired facility (including diesel generators) McLennan County, Texas, owned by Luminant and Lake Creek 3 Power Company LLC. 11. Lake Xxxxxxx gas fired facility, Dallas County, Texas, owned by Luminant. 12. Northlake gas fired facility, Dallas County, Texas, owned by Luminant. 13. Permian Basin gas fired facility, Xxxx County, Texas, excluding the combustion turbines, the rights of the lessee under the combustion turbine leveraged leases and a portion of the land as to which the leveraged leases prohibit the granting of a lien, owned by Luminant. 14. Stryker Creek gas fired facility (including diesel generators), Cherokee County, Texas, owned by Luminant. 15. Sweetwater gas fired facility, Xxxxx County, Texas, owned by Luminant (leasehold mortgage, not a fee mortgage). 16. Tradinghouse gas fired facility, McLennan County, Texas, owned by Tradinghouse Power Company LLC and Tradinghouse 3 & 4 Power Company LLC. 17. Trinidad gas fired facility (including diesel generators), Xxxxxxxxx County, Texas, owned by Luminant. 18. Valley gas fired facility, Xxxxxxx County and Xxxxxx County, Texas, owned by Valley NG Power Company LLC and Valley Power Company LLC. 19. Owned mining properties (including all owned coal and lignite) in connection with Big Xxxxx, Xxxxxx Lake, Monticello, Oak Grove and Sandow 5 facilities, excluding lands that have been previously mined. 20. Forest Grove, a 13,680 acre tract of land in Xxxxxxxxx County, Texas originally purchased for a plant site but never developed as such, owned by Luminant. 21. The following oil, gas, hydrocarbon or other similar mineral interests: (a) mineral and/or royalty interests located on real property owned by Luminant Generation Company LLC near the Mountain Creek gas fired facility (which gas fired facility was formerly owned by Luminant Generation Company LLC), Dallas County, Texas; (b) mineral and/or royalty interests located at the Northlake gas fired facility, Dallas County, Texas, owned by Luminant Generation Company LLC; (c) mineral and/or royalty interests located at the Comanche Peak nuclear facility, Somervell County and Hood County, Texas, owned by Luminant Generation Company LLC; and (d) mineral and/or royalty interests located at the Eagle Mountain gas fired facility, Tarrant County, Texas, owned by Luminant Generation Company LLC. ISIN [ ]1 No. [Insert $ ] promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note Legend, if applicable pursuant to the provisions of the Indentureattached hereto] [Insert the Private Placement Legendof __________________________ United States Dollars ($[ ])] on April 1, if applicable pursuant to the provisions of the Indenture] [Insert the Tax Legend2021. Interest Payment Dates: January 1, if applicable pursuant to the provisions of the Indenture] April 1, July 1 and October 1 Record Dates: December 15, March 15, June 15 and September 15 1 Rule 144A Note CUSIP: [ ]1] Rule 144A Note ISIN: [ ] Regulation S Note CUSIP: [ ] Regulation S Note ISIN: [ ] IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: __________, 20__ TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Ring-Fencing of Oncor. The Holders of the Notes, by accepting the Notes, acknowledge (i) the legal separateness of the Issuer and any Guarantor the Guarantors from Oncor Holdings and the other Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under holders of the existing Oncor Electric Deliverynotes and Oncor’s existing debt instruments transition bonds have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and any Guarantorthe Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and EFIH’s its other Subsidiaries, (iv) that the obligations Obligations owing under the Notes are obligations and liabilities of the Issuer and any Guarantor the Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of the other Oncor SubsidiarySubsidiaries, (v) that the Holders of the Notes shall look solely to the Issuer and any Guarantor the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of the other Oncor SubsidiarySubsidiaries, for the repayment of any amounts payable pursuant to the Notes and for satisfaction of any other obligations Obligations owing to the Holders under this the Indenture, the Registration Rights Agreement and any related documents documents, and (vi) that none of Oncor Holdings or any of the other Oncor Subsidiaries shall be personally liable to the Holders of the Notes for any amounts payable, or any other obligationObligation, under this the Indenture, the Registration Rights Agreement or any related documents. The Holders of the Notes, by accepting the Notes, shall acknowledge and agree that the Holders of the Notes shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings or any of the other Oncor SubsidiarySubsidiaries, or against any of Oncor Holdings’ or the Oncor Subsidiaries’ assets. The Holders further acknowledge and agree that Oncor Holdings and each of the other Oncor Subsidiaries is a third party beneficiary of the foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. Dated as of the date first above written ENERGY FUTURE INTERMEDIATE HOLDING October 31, 2007 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice Treasurer and Assistant Secretary TCEH FINANCE, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: President and Treasurer EFIH FINANCE INC. ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer BIG XXXXX 3 POWER COMPANY LLC BIG XXXXX LIGNITE COMPANY LLC BIG XXXXX POWER COMPANY LLC COLLIN POWER COMPANY LLC XXXXXXXXX POWER COMPANY LLC GENERATION MT COMPANY LLC GENERATION SVC COMPANY LAKE CREEK 3 POWER COMPANY LLC LUMINANT BIG XXXXX MINING COMPANY LLC LUMINANT ENERGY COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT HOLDING COMPANY LLC LUMINANT MINERAL DEVELOPMENT COMPANY LLC LUMINANT MINING COMPANY LLC LUMINANT MINING SERVICES COMPANY LUMINANT POWER SERVICES COMPANY LUMINANT RENEWABLES COMPANY LLC XXXXXX LAKE 4 POWER COMPANY LLC MONTICELLO 4 POWER COMPANY LLC XXXXXX CREEK 7 POWER COMPANY LLC NCA RESOURCES DEVELOPMENT COMPANY LLC OAK GROVE MANAGEMENT COMPANY LLC OAK GROVE MINING COMPANY LLC OAK GROVE POWER COMPANY LLC SANDOW POWER COMPANY LLC TRADINGHOUSE 3 & 4 POWER COMPANY LLC TRADINGHOUSE POWER COMPANY LLC TXU CHILLED WATER SOLUTIONS COMPANY TXU ENERGY RETAIL COMPANY LLC TXU ENERGY RETAIL MANAGEMENT COMPANY LLC TXU ENERGY SOLUTIONS COMPANY LLC TXU ENERGY TRADING (CALIFORNIA) COMPANY TXU ET SERVICES COMPANY TXU RETAIL SERVICES COMPANY TXU SEM COMPANY TXU XXXXX COMPANY LLC TXU XXXXX ENERGY SERVICES COMPANY VALLEY NG POWER COMPANY LLC VALLEY POWER COMPANY LLC WICHITA/VICTORY AVE., LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Representative THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.YORK, as Trustee By: /s/ Xxxxx Xxxxxxx-Xxxx X. Xxxxx Name: Xxxxx Xxxxxxx-Xxxx X. Xxxxx Title: Vice President No. [Insert $ ] promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note Legendattached hereto] [of United States Dollars] on November 1, if applicable pursuant 2015. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 2 Rule 144A Note CUSIP: 882330 AA1 Rule 144A Note ISIN: US882330 AA18 Regulation S Note CUSIP: U88235 AC7 Regulation S Note ISIN: USU88235 AC76 IN WITNESS HEREOF, the Issuer has caused this instrument to the provisions be duly executed. Dated: , 20 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture] [Insert : THE BANK OF NEW YORK, as Trustee By: Authorized Signatory Capitalized terms used herein shall have the Private Placement Legend, if applicable pursuant meanings assigned to them in the provisions of the Indenture] [Insert the Tax Legend, if applicable pursuant Indenture referred to the provisions of the Indenture] CUSIP: [ ]1below unless otherwise indicated.