Common use of Ring-Fencing of Oncor Clause in Contracts

Ring-Fencing of Oncor. The Holders acknowledge (i) the legal separateness of the Issuer and 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’s existing 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 the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of the other Oncor Subsidiaries, (v) that the Holders of the Senior Notes shall look solely to the Issuer and 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 Subsidiaries, 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, 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 Obligation, under this Indenture, the Registration Rights Agreement and related documents. The Holders hereby acknowledge and agree that the Holders 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 Oncor Holdings or any of the other Oncor Subsidiaries, 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 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: Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ISIN [ ](1) 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 November 1, 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 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: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 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 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’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 Indenture 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 and Indenture or any related documents. The Holders hereby 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 October 31, 2007 the date first above written 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: Treasurer THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ISIN [ ]THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (1AS 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 DollarsDollars ($[ ])] on November 1October 15, 20172019. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and 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 HOLDINGS CORP. By: Name: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 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 from the Guarantors from Oncor Holdings and the other Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under OncorOncor Electric Delivery’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantorsany Guarantor, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its EFIH’s other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors any Guarantor only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors any Guarantor and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 and or any related documents. The Holders hereby 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 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 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Xxxxxxx-Xxxxx Name: Xxxx X. Xxxxx Xxxxxxx-Xxxxx Title: Vice President ISIN [ ](1) No. [$ ] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in Insert the Global Note attached heretoLegend, if applicable pursuant to the provisions of the Indenture] [of United States Dollars] on November 1Insert the Private Placement Legend, 2017. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 IN WITNESS HEREOF, if applicable pursuant to the Issuer has caused this instrument to be duly executed. Dated: , 20 ENERGY FUTURE HOLDINGS CORP. By: This is one provisions of the Senior Cash Pay Notes referred Indenture] [Insert the Tax Legend, if applicable pursuant to in the within-mentioned provisions of the Indenture: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory (1) Rule 144A Note ] CUSIP: 292680 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.[ ]1

Ring-Fencing of Oncor. The Holders acknowledge (i) the legal separateness of the Issuer and the Guarantors from Oncor Holdings and the other Oncor Subsidiaries, (ii) that the lenders under the Oncor Electric Delivery Facility and the noteholders under Oncorholders of Oncor Electric Delivery’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer Parent Guarantor and its other Subsidiaries, (iv) that the obligations Obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, for the repayment of any amounts payable pursuant to the Senior 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, 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 Obligation, under this Indenture, the Registration Rights Agreement and Indenture or any related documents. The Holders hereby acknowledge and agree that the Holders 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 Oncor Holdings or any of the other Oncor Subsidiaries, 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 October 31April 19, 2007 ENERGY FUTURE 2011 TEXAS COMPETITIVE ELECTRIC HOLDINGS CORPCOMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer TCEH FINANCE, INC. 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 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 FUTURE INTERMEDIATE 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Xxxxxxx-Xxxxx Name: Xxxx X. Xxxxx Xxxxxxx-Xxxxx Title: Vice President ISIN [ ](1) No. [$ ] promises 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 attached hereto] [of United States DollarsDollars ($[ ])] on November October 1, 20172020. Interest Payment Dates: May January 1, April 1, July 1 and November October 1 Record Dates: April December 15, March 15, June 15 and October 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 be duly executed. Dated: April , 20 ENERGY FUTURE 2011 TEXAS COMPETITIVE ELECTRIC HOLDINGS CORPCOMPANY LLC By: Name: Title: TCEH FINANCE, INC. By: Name: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIPSignatory Dated: 292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 April , 2011 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 from 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’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantorsany Guarantor, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors any Guarantor only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors any Guarantor and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 Indenture 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 and Indenture or any related documents. The Holders hereby 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 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 the date first above written ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer EFIH FINANCE INC. Name: Title: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ISIN 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.[ ](1) 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 DollarsDollars ($[ ])] on November 1October 15, 20172019. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Record Dates: April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: _____________, 20 20__ ENERGY FUTURE HOLDINGS CORPINTERMEDIATE HOLDING COMPANY LLC Name: Title: EFIH FINANCE INC. ByName: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 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 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’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 and or any related documents. The Holders hereby 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 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: Treasurer THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ISIN [ ](1) [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. [ ] [$ $______________] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United States DollarsDollars ($[___________])] on November 1January 15, 20172020. Interest Payment Dates: May 1 January 15 and November 1 July 15 Record Dates: April 15 January 1 and October 15 July 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: January 12, 20 ENERGY FUTURE HOLDINGS CORP. 2010 By: Name: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory (1) Signatory 1 Rule 144A Note CUSIP: 292680 AA3 AG0 Rule 144A Note ISIN: US292680AA32 US292680AG02 Regulation S Note CUSIP: U29191 AA8 AD2 Regulation S Note ISIN: USU29191AA82 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 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’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 Indenture 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 and Indenture or any related documents. The Holders hereby 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 October 31, 2007 the date first above written 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: Treasurer ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: Name: Title: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ISIN [ ]THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (1AS 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. [ ] [$ ] 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 DollarsDollars ($[ ])] on November 1October 15, 20172019. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and 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 HOLDINGS CORP. By: Name: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 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 acknowledge (i) the legal separateness of the Issuer and 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 notes and Oncor’s existing 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 the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer Parent Guarantor and its other Subsidiaries, (iv) that the obligations Obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, for the repayment of any amounts payable pursuant to the Senior 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, 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 Obligation, under this Indenture, the Registration Rights Agreement and or any related documents. The Holders hereby acknowledge and agree that the Holders 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 Oncor Holdings or any of the other Oncor Subsidiaries, 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 October 316, 2007 ENERGY FUTURE 2010 TEXAS COMPETITIVE ELECTRIC HOLDINGS CORPCOMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer TCEH FINANCE, INC. 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 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 FUTURE INTERMEDIATE 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx Xxxxx X. Xxxxx Name: Xxxx X. 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) 1 No. [$ ] promises 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 attached hereto] [of __________________________ United States DollarsDollars ($[ ])] on November April 1, 20172021. Interest Payment Dates: May January 1, April 1, July 1 and November October 1 Record Dates: April December 15, March 15, June 15 and October September 15 1 Rule 144A Note CUSIP: [ ] 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 ENERGY FUTURE 20__ TEXAS COMPETITIVE ELECTRIC HOLDINGS CORPCOMPANY LLC By: Name: Title: TCEH FINANCE, INC. By: Name: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 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 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’s existing notes and transition bonds debt instruments have likely advanced funds thereunder in reliance upon the separateness of Oncor Holdings and the other Oncor Subsidiaries from the Issuer and the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, (v) that the Holders of the Senior Notes shall look solely to the Issuer and the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by any Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 Indenture 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 and Indenture or any related documents. The Holders hereby 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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 October 31, 2007 the date first above written ENERGY FUTURE HOLDINGS CORP. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Treasurer President 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 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Treasurer THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Xxxxxxx-Xxxxx Name: Xxxx X. Xxxxx Xxxxxxx-Xxxxx Title: Vice President ISIN [ ]Senior Associate THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (1AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) NoOR 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. [$ ] promises to pay to 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 registered assignsOR 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), the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on November 1ANY TRANSFER, 2017. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 IN WITNESS PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, the Issuer has caused this instrument to be duly executed. Dated: CEDE & CO., 20 ENERGY FUTURE HOLDINGS CORP. By: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 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 indicatedHAS AN INTEREST HEREIN.

Ring-Fencing of Oncor. The Holders acknowledge (i) the legal separateness of the Issuer and 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 notes and Oncor’s existing 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 the Guarantors, (iii) that Oncor Holdings and the other Oncor Subsidiaries have assets and liabilities that are separate from those of the Issuer and its other Subsidiaries, (iv) that the obligations Obligations owing under the Senior Notes are Obligations obligations and liabilities of the Issuer and the Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of the other Oncor Subsidiaries, (v) that the Holders of the Senior Notes shall look solely to the Issuer and 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 Subsidiaries, for the repayment of any amounts payable pursuant to the Senior 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, 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 Obligation, under this the Indenture, the Registration Rights Agreement and or any related documents. The Holders hereby acknowledge and agree that the Holders 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 Oncor Holdings or any of the other Oncor Subsidiaries, 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 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 October 31, 2007 ENERGY FUTURE TEXAS COMPETITIVE ELECTRIC HOLDINGS CORP. COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary TCEH FINANCE, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: 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 FUTURE INTERMEDIATE 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: Treasurer Authorized Representative THE BANK OF NEW YORK, as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President ISIN [ ](1) No. [$ ] promises 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 attached hereto] [of United States Dollars] on November 1, 20172015. 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 be duly executed. Dated: , 20 ENERGY FUTURE TEXAS COMPETITIVE ELECTRIC HOLDINGS CORPCOMPANY LLC By: Name: Title: TCEH FINANCE, INC. By: Name: Title: This is one of the Senior Cash Pay Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory (1) Rule 144A Note CUSIP: 292680 AA3 Rule 144A Note ISIN: US292680AA32 Regulation S Note CUSIP: U29191 AA8 Regulation S Note ISIN: USU29191AA82 Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.