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 holders of the existing Oncor notes and Oncor’s 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 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 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 Notes and for satisfaction of any other Obligations owing to the Holders under 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 for any amounts payable, or any other Obligation, under the Indenture, the Registration Rights Agreement or any related documents. The Holders 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 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: 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 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, as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President [Face of Note] [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 Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.25% Senior Notes due 2015 No. [$ ] TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. 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, 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 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, as Trustee By: Authorized Signatory [Back of Note] 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 holders of the existing Oncor notes and noteholders under Oncor’s transition bonds existing 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 obligations owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations obligations owing to the Holders under the Indenture, the Registration Rights Agreement this 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 Notes for any amounts payable, or any other Obligationobligation, under the Indenture, the Registration Rights Agreement this 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC the date first above written ENERGY FUTURE HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer and Assistant Secretary TCEH FINANCE, INCCORP. 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 COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT FUTURE INTERMEDIATE 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President EXHIBIT A [Face of Note] [Insert the Global Note LegendTHIS 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 Regulation S Temporary Global Note 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 (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. CUSIP: 292680 AF2 ISIN: US292680AF29 GLOBAL NOTE 9.75% Senior Secured Notes due 2019 No. [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.25% Senior Notes due 2015 No. [$ ] TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC TCEH FINANCE, INCCORP. promise 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, 20152019. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 2 Rule 144A Note CUSIPRecord Dates: 882330 AA1 Rule 144A Note ISIN: US882330 AA18 Regulation S Note CUSIP: U88235 AC7 Regulation S Note ISIN: USU88235 AC76 April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: , 20 TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INCCORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory [Back of Note] 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 holders of the existing Oncor notes and noteholders under Oncor’s transition bonds existing 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 obligations owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations obligations owing to the Holders under the Indenture, the Registration Rights Agreement this 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 Notes for any amounts payable, or any other Obligationobligation, under the Indenture, the Registration Rights Agreement this 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC 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: Treasurer and Assistant Secretary TCEH FINANCE, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx 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 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Xxxxxxx-Xxxxx Name: Xxxx X. Xxxxx Xxxxxxx-Xxxxx Title: Vice President Senior Associate EXHIBIT A [Face of Note] [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 Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] THIS GLOBAL NOTE 10.25% Senior Notes due 2015 NoIS 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. [$ ] TEXAS COMPETITIVE ELECTRIC HOLDINGS 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 LLC TCEH FINANCE(55 XXXXX XXXXXX, INC. promise to pay to 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, 2015PLEDGE 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. 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 292680 AF2 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 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, as Trustee By: Authorized Signatory [Back of Note] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.US292680AF29 GLOBAL NOTE

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 holders of the Oncor Electric Delivery’s existing Oncor notes and Oncor’s 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 owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations owing to the Holders under the Indenture, the Registration Rights Agreement and this 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 for any amounts payable, or any other Obligation, under the Indenture, the Registration Rights Agreement this Indenture or any related documents. The Holders 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 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. 119 134 SIGNATURES Dated as of October 31April 19, 2007 2011 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer and Assistant Secretary TCEH FINANCE, INC. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Title: President and Treasurer ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer SIGNATURE PAGE TO INDENTURE 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 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 Treasurer SIGNATURE PAGE TO INDENTURE 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 SIGNATURE PAGE TO INDENTURE EXHIBIT A [Face of Note] [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 Regulation S Temporary Global Note Tax Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 * [RULE 144A] [REGULATION S] GLOBAL NOTE 10.2511.5% Senior Secured Notes due 2015 2020 No. [$ ] TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. 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, 20152020. 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 2 [SIGNATURE PAGE FOLLOWS] * Rule 144A Note CUSIP: 882330 AA1 AM5 Rule 144A Note ISIN: US882330 AA18 US882330AM55 Regulation S Note CUSIP: U88235 AC7 AG8 Regulation S Note ISIN: USU88235 AC76 USU88235AG80 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: April , 20 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: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory [Back of Note] Dated: 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 holders of the existing Oncor notes and noteholders under Oncor’s transition bonds existing 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 obligations owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations obligations owing to the Holders under the Indenture, the Registration Rights Agreement this 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 Notes for any amounts payable, or any other Obligationobligation, under the Indenture, the Registration Rights Agreement this 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC HOLDINGS the date first above written ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer and Assistant Secretary TCEH FINANCE, EFIH 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 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President EXHIBIT A [Face of Note] [Insert the Global Note LegendTHIS 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 IndentureAND 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. CUSIP: 292681 AA1 ISIN: US292681AA15 GLOBAL NOTE 9.75% Senior Secured Notes due 2019 No.[ ] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture$ ______________ ] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.25% Senior Notes due 2015 No. [$ ] TEXAS COMPETITIVE ELECTRIC HOLDINGS ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC TCEH FINANCE, EFIH FINANCE INC. promise 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, 20152019. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 2 Rule 144A Note CUSIPRecord Dates: 882330 AA1 Rule 144A Note ISIN: US882330 AA18 Regulation S Note CUSIP: U88235 AC7 Regulation S Note ISIN: USU88235 AC76 April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: _____________, 20 TEXAS COMPETITIVE ELECTRIC HOLDINGS 20__ ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: Name: Title: TCEH FINANCE, EFIH FINANCE INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory [Back of Note] 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 holders of the noteholders under Oncor’s existing Oncor notes and Oncor’s 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 the 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 the this Indenture, the Registration Rights Agreement or any 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 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. 119 120 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC CORP. 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 COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT FUTURE INTERMEDIATE 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 Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President EXHIBIT A-1 [Face of Senior Cash Pay Note] [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 Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 (1) [RULE 144A] [REGULATION S] GLOBAL NOTE 10.2510.875% Senior Notes due 2015 2017 No. [$ ] TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC TCEH FINANCE, INCCORP. promise 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, 20152017. 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 TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INCCORP. 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 [Back of Note] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.Signatory

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 holders of the existing Oncor notes and Oncor’s 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 owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations owing to the Holders under the 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 for any amounts payable, or any other Obligation, under the this Indenture, the Registration Rights Agreement or any related documents. The Holders 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 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. 119 135 SIGNATURES Dated as of October 316, 2007 2010 TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer and Assistant Secretary TCEH FINANCE, INC. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx 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 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 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 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 [Face of Note] [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 Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.25% Senior Notes due 2015 No. [$ ] TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. 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 Associate SCHEDULE 1, 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 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, as Trustee By: Authorized Signatory [Back of Note] 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 holders of the existing Oncor notes and noteholders under Oncor’s transition bonds existing 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 obligations owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations obligations owing to the Holders under the Indenture, the Registration Rights Agreement this 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 Notes for any amounts payable, or any other Obligationobligation, under the Indenture, the Registration Rights Agreement this 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC 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: 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 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President EXHIBIT A [Face of Note] [Insert the Global Note LegendTHIS 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 Regulation S Temporary Global Note 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 (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. CUSIP: 292680 AF2 ISIN: US292680AF29 GLOBAL NOTE 9.75% Senior Secured Notes due 2019 No. [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.25% Senior Notes due 2015 No. [$ ] TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC TCEH FINANCE, INCCORP. promise 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, 20152019. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 2 Rule 144A Note CUSIPRecord Dates: 882330 AA1 Rule 144A Note ISIN: US882330 AA18 Regulation S Note CUSIP: U88235 AC7 Regulation S Note ISIN: USU88235 AC76 April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: , 20 TEXAS COMPETITIVE ELECTRIC ENERGY FUTURE HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INCCORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory [Back of Note] 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 holders of the existing Oncor notes and noteholders under Oncor’s transition bonds existing 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 obligations owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations obligations owing to the Holders under the 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 Notes for any amounts payable, or any other Obligationobligation, under the 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC the date first above written ENERGY FUTURE HOLDINGS COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer and Assistant Secretary TCEH FINANCE, INCCORP. 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 COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT FUTURE INTERMEDIATE 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President EXHIBIT A [Face of Note] [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 Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP CUSIP: [ ] ISIN ISIN: [ ]2 1 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.2510.000% Senior Secured Notes due 2015 2020 No. [ ] [$ $______________] TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. promise promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United States DollarsDollars ($[___________])] on November 1January 15, 20152020. Interest Payment Dates: May 1 January 15 and November 1 July 15 Record Dates: April 15 January 1 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 July 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: January 12, 20 TEXAS COMPETITIVE ELECTRIC 2010 ENERGY FUTURE HOLDINGS COMPANY LLC By: Name: Title: TCEH FINANCE, INCCORP. By: Name: Title: This is one of the 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 AG0 Rule 144A Note ISIN: US292680AG02 Regulation S Note CUSIP: U29191 AD2 Regulation S Note ISIN: USU29191AD22 [Back of Note] 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 holders of the noteholders under Oncor Electric Delivery’s existing Oncor notes and Oncor’s 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 obligations owing under the Notes are 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 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 Notes and for satisfaction of any other Obligations obligations owing to the Holders under the 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 Notes for any amounts payable, or any other Obligationobligation, under the 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 Oncor Holdings or any of the other Oncor SubsidiariesSubsidiary, 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. 119 SIGNATURES Dated as of October 31, 2007 TEXAS COMPETITIVE ELECTRIC HOLDINGS the date first above written ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer and Assistant Secretary TCEH FINANCE, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President and Treasurer ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY EFIH FINANCE INC. 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 YORKYORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxx X. Xxxxx Xxxxxxx-Xxxxx Name: Xxxx X. Xxxxx Xxxxxxx-Xxxxx Title: Vice President EXHIBIT A [Face of Note] [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 Regulation S Temporary Global Note Tax Legend, if applicable pursuant to the provisions of the Indenture] CUSIP CUSIP: [ ]1 ISIN: [ ] ISIN [ ]2 [RULE 144A] [REGULATION S] GLOBAL NOTE 10.25% Senior Notes due 2015 No. [$ ] TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC TCEH FINANCE, INC. 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, 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 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, as Trustee By: Authorized Signatory [Back of Note] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.NOTE