3,500,000,000 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT "FACILITY A" Dated as of March 2, 1998 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND THE CHASE MANHATTAN BANK, AS COMPETITIVE ADVANCE FACILITY AGENT

1
EXHIBIT(1)(a)
EXECUTION COPY

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TEXAS UTILITIES COMPANY
TEXAS UTILITIES ELECTRIC COMPANY
ENSERCH CORPORATION

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$3,500,000,000
364-DAY COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT

"FACILITY A"

Dated as of March 2, 1998

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CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT
AND
THE CHASE MANHATTAN BANK,
AS COMPETITIVE ADVANCE FACILITY AGENT

INITIAL UNDERWRITERS
THE CHASE MANHATTAN BANK
XXXXXX COMMERCIAL PAPER INC.
XXXXXXX XXXXX CAPITAL CORPORATION

JOINT LEAD ARRANGERS
CHASE SECURITIES INC.
XXXXXX BROTHERS INC.
XXXXXXX XXXXX & CO.

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TABLE OF CONTENTS

Section Page
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ARTICLE I DEFINITIONS; CONSTRUCTION . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Terms Generally . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE II THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.01. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.02. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.03. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . 24
SECTION 2.04. Standby Borrowing Procedure . . . . . . . . . . . . . . . . . 26
SECTION 2.05. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.06. Repayment of Loans; Evidence of Indebtedness . . . . . . . . . 28
SECTION 2.07. Interest on Loans . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.08. Default Interest . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.09. Alternate Rate of Interest . . . . . . . . . . . . . . . . . . 29
SECTION 2.10. Termination and Reduction of Commitments . . . . . . . . . . . 30
SECTION 2.11. Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.12. Reserve Requirements; Change in Circumstances . . . . . . . . 32
SECTION 2.13. Change in Legality . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.14. Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.15. Sharing of Setoffs . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 2.16. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 2.17. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 2.18. Assignment of Commitments Under Certain Circumstances . . . . 39
SECTION 2.19. Term Election . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE III REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 40
SECTION 3.01. Organization; Powers . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.02. Authorization . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.03. Enforceability . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.04. Governmental Approvals . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.05. Financial Statements . . . . . . . . . . . . . . . . . . . . . 41
SECTION 3.06. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 3.07. Federal Reserve Regulations . . . . . . . . . . . . . . . . . 42
SECTION 3.08. Investment Company Act; Public Utility Holding Company Act . . 42
SECTION 3.09. No Material Misstatements . . . . . . . . . . . . . . . . . . 42

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SECTION 3.10. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 3.11. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . 43
SECTION 3.12. Significant Subsidiaries . . . . . . . . . . . . . . . . . . . 43
SECTION 3.13. Environmental Matters . . . . . . . . . . . . . . . . . . . . 43

ARTICLE IV CONDITIONS OF LENDING . . . . . . . . . . . . . . . . . . . . 44
SECTION 4.01. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 4.02. Initial Offer Loans . . . . . . . . . . . . . . . . . . . . . 46
SECTION 4.03. Certain Funds Conditions For All Offer Loans During
the Revolving Period . . . . . . . . . . . . . . . . . . . 46
SECTION 4.04. Initial General Loans . . . . . . . . . . . . . . . . . . . . 47
SECTION 4.05. All General Loans and Offer Loans After the Revolving Period . 47

ARTICLE V COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.01. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.02. Business and Properties . . . . . . . . . . . . . . . . . . . 48
SECTION 5.03. Financial Statements, Reports, Etc . . . . . . . . . . . . . . 49
SECTION 5.04. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 5.05. Taxes, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 5.06. Maintaining Records; Access to Properties and Inspections . . 51
SECTION 5.07. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 5.08. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 5.09. Consolidations, Mergers, Sales and Acquisitions
of Assets and Investments in Subsidiaries . . . . . . . . . 52
SECTION 5.10. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . 52
SECTION 5.11. Fixed Charge Coverage . . . . . . . . . . . . . . . . . . . . 54
SECTION 5.12. Equity Capitalization Ratio . . . . . . . . . . . . . . . . . 55
SECTION 5.13. Restrictive Agreements . . . . . . . . . . . . . . . . . . . . 55
SECTION 5.14. The Offer . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE VI EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE VII THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.02. Survival of Agreement . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.03. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.04. Successors and Assigns . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.05. Expenses; Indemnity . . . . . . . . . . . . . . . . . . . . . 66
SECTION 8.06. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 8.07. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 8.08. Waivers; Amendment . . . . . . . . . . . . . . . . . . . . . . 68

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SECTION 8.09. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 8.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 8.11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 8.12. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 8.13. Interest Rate Limitation . . . . . . . . . . . . . . . . . . . 70
SECTION 8.14. Jurisdiction; Venue . . . . . . . . . . . . . . . . . . . . . 70
SECTION 8.15. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 71

EXHIBITS AND SCHEDULES

Exhibit A-1 - Form of Competitive Bid Request
Exhibit A-2 - Form of Notice of Competitive Bid Request
Exhibit A-3 - Form of Competitive Bid
Exhibit A-4 - Form of Competitive Bid Accept/Reject Letter
Exhibit A-5 - Form of Standby Borrowing Request
Exhibit B - Administrative Questionnaire
Exhibit C - Form of Assignment and Acceptance
Exhibit D-1 - Opinion of Xxxx & Priest LLP,
special counsel to TUC, TU Electric and Enserch
Exhibit D-2 - Opinion of Xxxxxxx, Xxxxxxxx & Xxxxxxxxxx, L.L.P.,
general counsel for TUC, TU Electric and Enserch

Schedule 2.01 - Commitments
Schedule 3.06 - Litigation

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COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the
"AGREEMENT"), dated as of March 2, 1998, among TEXAS UTILITIES
COMPANY, a Texas corporation ("TUC"); TEXAS UTILITIES ELECTRIC
COMPANY, a Texas corporation and a wholly owned subsidiary of TUC
("TU ELECTRIC"), and ENSERCH CORPORATION, a Texas corporation and
a wholly owned subsidiary of TUC ("ENSERCH" and, together with
TUC and TU Electric, the "BORROWERS", and each individually, a
"BORROWER"); the lenders listed in Schedule 2.01 (together with
their successors and assigns, the "LENDERS"); THE CHASE MANHATTAN
BANK ("CHASE"), as Competitive Advance Facility Agent (in such
capacity, the "CAF AGENT"); and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION ("CHASE BANK OF TEXAS"), as administrative agent for
the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"; and,
together with the CAF Agent, the "AGENTS").

The Borrowers have requested the Lenders to extend credit in the form of
Standby Borrowings (such term and each other capitalized term used herein
having the meaning given it in Article I) to the Borrowers in an aggregate
principal amount at any time outstanding not in excess of $3,500,000,000. The
Borrowers have also requested the Lenders to provide a procedure pursuant to
which the Borrowers may invite the Lenders to bid on an uncommitted basis on
short-term borrowings by the Borrowers. Subject to the terms and conditions
set forth herein, the proceeds of any such borrowings are to be used (i) to
finance or refinance equity or subordinated loan advances from TUC to XxxXx 1
and XxxXx 2 in connection with the Acquisition and (i) to refinance the
Existing TUC Credit Agreements and for working capital and other corporate
purposes, including commercial paper back-up. The Lenders are willing to
extend such credit to the Borrowers on the terms and subject to the conditions
herein set forth.

Accordingly, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS; CONSTRUCTION

SECTION 1.1. DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings specified below:

"ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

"ABR LOAN" shall mean any Standby Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II
6
or any Eurodollar Loan converted (pursuant to Section 2.13(ii)) to a
loan bearing interest at a rate determined by reference to the Alternate
Base Rate.

"ACQUISITION" shall mean the acquisition by Bidco of the Target
Shares, whether pursuant to the Offer or pursuant to the procedures
contained in Part XIIIA of the Companies Act or by way of open market
purchases (and includes where the context permits payments by Bidco to
TEG's share option holders to purchase or cancel the benefit of such
options).

"ACQUISITION COMPANY" shall mean each of XxxXx 1, XxxXx 2 and
Bidco.

"ACQUISITION DATE" shall mean the date as of which a person or
group of related persons first acquires more than 30% of the outstanding
Voting Shares of TUC (within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended, and the applicable
rules and regulations thereunder).

"ADMINISTRATIVE FEES" shall have the meaning assigned to such
term in Section 2.05(b).

"ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form of Exhibit B hereto.

"AFFILIATE" shall mean, when used with respect to a specified
person, another person that directly or indirectly controls or is
controlled by or is under common control with the person specified.

"ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greatest of (a) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%, (a) the Base CD Rate in effect on such day plus 1% and
(a) the Prime Rate in effect on such day. For purposes hereof, "PRIME
RATE" shall mean the rate of interest per annum publicly announced from
time to time by Chase as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as effective;
"BASE CD RATE" shall mean the sum of (a) the product of (i) the Three-
Month Secondary CD Rate and (i) Statutory Reserves and (a) the
Assessment Rate; "THREE-MONTH SECONDARY CD RATE" shall mean, for any
day, the secondary market rate for three-month certificates of deposit
reported as being in effect on such day (or, if such day shall not be a
Business Day, the next preceding Business Day) by the Board through the
public information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate shall not be so reported on
such day or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of deposit of
major money

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center banks in New York City received at approximately 10:00 a.m., New
York City time, on such day (or, if such day shall not be a Business
Day, on the next preceding Business Day) by the CAF Agent from three New
York City negotiable certificate of deposit dealers of recognized
standing selected by it; "ASSESSMENT RATE" shall mean, for any day, the
annual rate (rounded upwards to the next 1/100 of 1%) most recently
estimated by Chase as the then current net annual assessment rate that
will be employed in determining amounts payable by Chase to the Federal
Deposit Insurance Corporation (or any successor) for insurance by such
Corporation (or such successor) of time deposits made in US dollars at
Chase's domestic offices; and "FEDERAL FUNDS EFFECTIVE RATE" shall mean,
for any day, the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as released on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
released for any day which is a Business Day, the arithmetic average
(rounded upwards to the next 1/100th of 1%), as determined by Chase, of
the quotations for the day of such transactions received by Chase from
three Federal funds brokers of recognized standing selected by it. If
for any reason Chase shall have determined (which determination shall be
conclusive absent manifest error; provided that Chase, shall, upon
request, provide to the applicable Borrower a certificate setting forth
in reasonable detail the basis for such determination) that it is unable
to ascertain the Federal Funds Effective Rate for any reason, including
the inability of Chase to obtain sufficient quotations in accordance
with the terms thereof, the Alternate Base Rate shall be determined
without regard to clause (a) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

"APPLICABLE MARGIN" shall mean, (i) on any date from the date
hereof to and including the date six months hereafter, 0.0% for ABR
Loans made to any Borrower, 1.05% per annum for Eurodollar Loans made to
TUC, .85% per annum for Eurodollar Loans made to TU Electric and .85%
per annum for Eurodollar Loans made to Enserch and (ii) on any date
following the date six months following the date hereof with respect to
any Borrower, the percentage per annum set forth in the column
identified as Xxxxx 0, Xxxxx 0, Xxxxx 0 or Level 4 below, based upon
the Level corresponding to the lower Debt Rating of such Borrower at the
time of determination, provided, that the Applicable Margins set forth
below with respect to each Level shall be increased by .50% with respect
to Eurodollar Loans outstanding at any time following the Revolving
Period, provided, further, that, the Applicable Margin with respect to
ABR Loans outstanding at any time following the Revolving Period shall
be equal to, for each Level, the then-effective Applicable Margin for
Eurodollar Loans less 1.00% (but not negative). Any change in the
Applicable Margin shall be effective on the date on which the applicable
rating agency announces any change in the Debt Rating.

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XXXXX 0 XXXXX 0 XXXXX 0 XXXXX 4
S&P BBB+OR BETTER BBB BBB- BB+ OR BELOW*
XXXXX'X BAA1 OR BETTER BAA2 BAA3 BA1 OR BELOW*
----------------------------------------------------------------------------------------
PERCENTAGE PER ANNUM
----------------------------------------------------------------------------------------

EURODOLLAR .625% .85% 1.05% 1.25%
MARGIN
----------------------------------------------------------------------------------------
ABR 0 0 .05% .25%
MARGIN
========================================================================================

* or unrated

"ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Lender and an assignee in the form of
Exhibit C.

"AUCTION FEES" shall mean the competitive advance auction fees
provided for in the Letter Agreement, payable to the CAF Agent by the
applicable Borrower at the time of each competitive advance auction
request made by such Borrower pursuant to Section 2.03.

"BIDCO" shall mean TU Acquisition plc, a direct wholly owned
subsidiary of XxxXx 2.

"BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States.

"BOARD OF DIRECTORS" shall mean the Board of Directors of a
Borrower or any duly authorized committee thereof.

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

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

"BUSINESS DAY" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York or the State
of Texas) on which banks are open for business in New York City and
Houston; provided, however, that, when used in connection with a
Eurodollar Loan, the term "BUSINESS DAY" shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London
interbank market.

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"A CHANGE IN CONTROL" shall be deemed to have occurred if (a) any
person or group of related persons (other than TUC, any Subsidiary of
TUC, or any pension, savings or other employee benefit plan for the
benefit of employees of TUC and/or any Subsidiary of TUC) shall have
acquired beneficial ownership of more than 30% of the outstanding Voting
Shares of TUC (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, and the applicable rules
and regulations thereunder); provided that a Change in Control shall not
be deemed to have occurred if such acquisition has been approved, prior
to the Acquisition Date and the date on which any tender offer for
Voting Shares of TUC was commenced, by a majority of the Disinterested
Directors of TUC, or (a) during any period of 12 consecutive months,
commencing before or after the date of this Agreement, individuals who
on the first day of such period were directors of TUC (together with any
replacement or additional directors who were nominated or elected by a
majority of directors then in office) cease to constitute a majority of
the Board of Directors of TUC.

"CITY CODE" shall mean the City Code on Takeovers and Mergers
(UK).

"CODE" shall mean the Internal Revenue Code of 1986, as the same
may be amended from time to time.

"COMMISSION" shall mean the Public Utility Commission of the
State of Texas.

"COMMITMENT" shall mean, with respect to each Lender, the sum of
such Lender's General Loan Commitment and Offer Loan Commitment.

"COMPANIES ACT" shall mean the Companies Xxx 0000 (UK).

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

"COMPETITIVE BID ACCEPT/REJECT LETTER" shall mean a notification
made by a Borrower pursuant to Section 2.03(d) in the form of Exhibit
A-4.

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

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

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"COMPETITIVE BID REQUEST" shall mean a request made pursuant to
Section 2.03 in the form of Exhibit A-1.

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

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

"CONSOLIDATED EARNINGS AVAILABLE FOR FIXED CHARGES" for any
twelve-month period shall mean (i) consolidated net income, calculated
after deducting preferred stock dividends and preferred securities
distributions of Subsidiaries, but before any extraordinary items and
before the effect in such twelve-month period of any change in
accounting principles promulgated by the Financial Accounting Standards
Board becoming effective after December 31, 1997, less (i) allowances
for equity funds used during construction to the extent that such
allowances, taken as a whole, increased such consolidated net income,
plus (i) provisions for Federal income taxes, to the extent that such
provisions, taken as a whole, decreased such consolidated net income,
plus (i) Consolidated Fixed Charges, all determined for such twelve-
month period with respect to TUC and its Consolidated Subsidiaries on a
consolidated basis; provided, however, that in computing Consolidated
Earnings Available for Fixed Charges for any twelve-month period the
following amounts shall be excluded: (B) the effect of any regulatory
disallowances resolving fuel or other issues in any proceeding before
the Commission or the Railroad Commission of Texas in an aggregate
amount not to exceed $100,000,000, (B) any non-cash book losses relating
to the sale or write-down of assets and (B) one-time costs incurred in
connection with the Mergers (as defined in the Joint Proxy
Statement/Prospectus dated September 23, 1996 for Texas Utilities
Company (as predecessor to Texas Energy Industries, Inc.) and Enserch)
in an aggregate amount not to exceed $100,000,000.

"CONSOLIDATED FIXED CHARGES" for any twelve-month period shall
mean the sum of (i) interest on mortgage bonds, (i) interest on other
long-term debt, (i) other interest expense, including interest on short-
term debt and the current portion of long-term debt, and (i) preferred
stock dividends and preferred securities distributions of Subsidiaries,
all determined for such twelve-month period with respect to TUC and its
Consolidated Subsidiaries on a consolidated basis.

"CONSOLIDATED SHAREHOLDERS' EQUITY" shall mean the sum of (i)
total common stock equity plus (i) preferred stock not subject to
mandatory redemption, both

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determined with respect to TUC and its Consolidated Subsidiaries on a
consolidated basis.

"CONSOLIDATED SUBSIDIARY" shall mean at any date any Subsidiary
or other entity the accounts of which would be consolidated with those
of TUC, TU Electric or Enserch, as the case may be, in its consolidated
financial statements as of such date.

"CONSOLIDATED TOTAL CAPITALIZATION" shall mean the sum of (i)
total common stock equity, (i) preferred stock and preferred securities,
(i) long-term debt (less amounts due currently) and (iv) the sum of the
outstanding aggregate principal amount of Offer Loans plus the
outstanding aggregate principal amount of General Loans used for the
purposes described in Sections 5.08(ii)(A), (C) and (E), all determined
with respect to TUC and its Consolidated Subsidiaries on a consolidated
basis.

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

"DEBT RATING" shall mean, with respect to any Borrower, the
ratings (whether explicit or implied) assigned by S&P and Xxxxx'x to
such Borrower's senior unsecured non-credit enhanced long term debt.

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

"DISINTERESTED DIRECTOR" shall mean any member of the Board of
Directors of TUC who is not affiliated, directly or indirectly, with, or
appointed by, a person or group of related persons (other than TUC, any
Subsidiary of TUC, or any pension, savings or other employee benefit
plan for the benefit of employees of TUC and/or any Subsidiary of TUC)
acquiring the beneficial ownership of more than 30% of the outstanding
Voting Shares of TUC (within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended, and the applicable
rules and regulations thereunder) and who either was a member of the
Board of Directors of TUC prior to the Acquisition Date or was
recommended for election by a majority of the Disinterested Directors in
office prior to the Acquisition Date.

"DOLLARS" or "$" shall mean lawful money of the United States of
America.

"EFFECTIVE DATE" shall mean the later of the date of this
Agreement and the date on which each condition set forth in Section 4.01
has been satisfied.

"ELECTRICITY ACT" shall mean the Electricity Xxx 0000 (UK).

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"EQUITY EVENT" shall mean the date on which the aggregate amount
of the Offer Loan Commitments as of the date hereof shall be reduced by
$1.5 billion.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

"ERISA AFFILIATE" shall mean any trade or business (whether or
not incorporated) that is a member of a group of (i) organizations
described in Section 414(b) or (c) of the Code and (i) solely for
purposes of the Lien created under Section 412(n) of the Code,
organizations described in Section 414(m) or (o) of the Code of which
the relevant Borrower is a member.

"ERISA EVENT" shall mean (i) any "Reportable Event"; (i) the
adoption of any amendment to a Plan that would require the provision of
security pursuant to Section 401(a)(29) of the Code or Section 307 of
ERISA; (i) the incurrence of any liability under Title IV of ERISA with
respect to the termination of any Plan or the withdrawal or partial
withdrawal of any Borrower or any of its ERISA Affiliates from any Plan
or Multiemployer Plan; (i) the receipt by any Borrower or any ERISA
Affiliate from the PBGC of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any
Plan; (i) the receipt by any Borrower or any ERISA Affiliate of any
notice concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA;
(i) the occurrence of a "prohibited transaction" with respect to which
any Borrower or any of its subsidiaries is liable; and (i) any other
similar event or condition with respect to a Plan or Multiemployer Plan
that could result in liability of any Borrower other than a liability to
pay premiums or benefits when due.

"EURODOLLAR BORROWING" shall mean a Borrowing comprised of
Eurodollar Loans.

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

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

"EURODOLLAR STANDBY LOAN" shall mean any Standby Loan bearing
interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

"EVENT OF DEFAULT" shall have the meaning assigned to such term
in Article VI.

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13
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

"EXISTING TU CREDIT AGREEMENTS" shall mean the Amended and
Restated Competitive Advance and Revolving Credit Facility Agreements
for Facility A and Facility B, each dated as of April 24, 1997, as
amended as of November 10, 1997, among TUC Holding Company (predecessor
to TUC), Texas Utilities Company (predecessor to Texas Energy
Industries, Inc.), TU Electric, Enserch, the lenders parties thereto
from time to time, Texas Commerce Bank National Association (predecessor
to Chase Bank of Texas), as Administrative Agent, and Chase, as
Competitive Advance Facility Agent.

"FACILITY B CREDIT AGREEMENT" shall mean the $1,400,000,000
Competitive Advance and Revolving Credit Facility Agreement, dated as of
the date hereof, among the Borrowers and certain other parties named
therein, as amended, modified or supplemented from time to time.

"FACILITY FEE" shall have the meaning assigned to such term in
Section 2.05(a).

"FACILITY FEE PERCENTAGE" shall mean (i) from the date hereof to
and including the date six months hereafter, .20% per annum and (ii)
thereafter, the percentage per annum set forth in the column identified
as Xxxxx 0, Xxxxx 0, Xxxxx 0 or Level 4 below, based upon the Level
corresponding to the lower Debt Rating of TUC at the time of
determination. Any change in the Facility Fee Percentage shall be
effective on the date on which the applicable rating agency announces
any change in the applicable Debt Rating.

======================================================================================
XXXXX 0 XXXXX 0 XXXXX 0 XXXXX 4
S&P BBB+ OR BETTER BBB BBB- BB+ OR BELOW*
MOODY'S BAA1 OR BETTER BAA2 BAA3 BA1 OR BELOW*
--------------------------------------------------------------------------------------
PERCENTAGE PER ANNUM
--------------------------------------------------------------------------------------

FACILITY FEE 0.125% 0.150% 0.20% 0.25%
======================================================================================

* or unrated

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

"FINANCIAL OFFICER" of any corporation shall mean the chief
financial officer, principal accounting officer, treasurer, associate or
assistant treasurer, or any responsible officer designated by one of the
foregoing persons, of such corporation.

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"XXXXX 1" shall mean TU Finance No. 1 Ltd, a private limited
company organized under English law, 100% of the share capital of which
is owned directly or indirectly by TUC.

"XXXXX 2" shall mean TU Finance No. 2 Ltd, a private limited
company organized under English law, 90% of the share capital of which
is owned directly by XxxXx 1 and 10% of the share capital of which is
owned directly or indirectly by TUC.

"FIRST MORTGAGE" shall mean (i) the TU Electric Mortgage and (i)
any Mortgage and Deed of Trust of TU Electric issued to refund, to
replace or in substitution for the TU Electric Mortgage.

"FIXED RATE BORROWING" shall mean a Borrowing comprised of Fixed
Rate Loans.

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

"FUEL COMPANY" shall mean Texas Utilities Fuel Company, a Texas
corporation, and its successors.

"GAAP" shall mean generally accepted accounting principles,
applied on a consistent basis.

"GENERAL LOAN" shall mean a Loan the proceeds of which are used
solely for the purposes permitted under Sections 5.08(i) and
5.08(ii)(A), (C) and (E).

"GENERAL LOAN COMMITMENT" shall mean, with respect to each
Lender, the commitment of such Lender set forth in Schedule 2.01 hereto
to make General Loans, as such General Loan Commitment may be
permanently terminated or reduced from time to time pursuant to Section
2.10 or modified from time to time pursuant to Section 8.04. The
General Loan Commitment of each Lender shall automatically and
permanently terminate on the Maturity Date if not terminated earlier
pursuant to the terms hereof.

"GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or
regulatory body.

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

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15
"INITIAL UNDERWRITERS" shall mean each of Chase, Xxxxxx
Commercial Paper Inc. and Xxxxxxx Xxxxx Capital Corporation, each in its
capacity as an initial underwriter of the credit facilities evidenced by
this Agreement and the Facility B Credit Agreement.

"INTEREST PAYMENT DATE" shall mean, with respect to any Loan, the
last day of the Interest Period applicable thereto and, in the case of a
Eurodollar Loan with an Interest Period of more than three months'
duration or a Fixed Rate Loan with an Interest Period of more than 90
days' duration, each day that would have been an Interest Payment Date
for such Loan had successive Interest Periods of three months' duration
or 90 days' duration, as the case may be, been applicable to such Loan
and, in addition, the date of any prepayment of each Loan or conversion
of such Loan to a Loan of a different Type.

"INTEREST PERIOD" shall mean (a) as to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is 1, 2,
3 or 6 months thereafter; provided that in the case of any Eurodollar
Borrowing made during the period commencing on the Effective Date and
ending on the date on which syndication of the Total Commitment has been
fully completed (as determined by the Joint Lead Arrangers and notified
by them to the Borrowers and the Administrative Agent), such period
shall be 1 month or such other periods as the Joint Lead Arrangers and
TUC agree as being necessary to effect the assignment of Commitments in
connection with syndication and, in addition, in the case of any
Eurodollar Borrowing made during the 30-day period ending on the
Maturity Date, the period commencing on the date of such Borrowing and
ending on the seventh or fourteenth day thereafter, as the Borrower may
elect, (a) as to any ABR Borrowing, the period commencing on the date of
such Borrowing and ending on the earliest of (i) the next succeeding
March 31, June 30, September 30 or December 31, (i) the Maturity Date,
and (i) the date such Borrowing is repaid or prepaid in accordance with
Section 2.06 or Section 2.11 and (a) as to any Fixed Rate Borrowing, the
period commencing on the date of such Borrowing and ending on the date
specified in the Competitive Bids in which the offers to make the Fixed
Rate Loans comprising such Borrowing were extended, which shall not be
earlier than seven days after the date of such Borrowing or later than
360 days after the date of such Borrowing; provided, however, that if
any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day
unless, in the case of Eurodollar Loans only, such next succeeding
Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day. Interest
shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.

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"JOINT LEAD ARRANGER" shall mean each of Chase Securities Inc.,
Xxxxxx Brothers Inc. and Xxxxxxx Xxxxx & Co., each in its capacity as a
joint lead arranger of the credit facilities evidenced by this Agreement
and the Facility B Credit Agreement.

"LETTER AGREEMENT" shall mean, collectively, (i) the Syndication
Letter, dated March 2, 1998, among TUC, the Joint Lead Arrangers and the
Initial Underwriters, (ii) the Underwriting Fee Letter, dated March 2,
1998, among TUC and the Initial Underwriters, and (iii) the Agent Fee
Letter, dated March 2, 1998, among the Administrative Agent, the CAF
Agent and the Borrowers.

"LIBO RATE" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the rate at which dollar
deposits approximately equal in principal amount to (i) in the case of a
Standby Borrowing, the Administrative Agent's portion of such Eurodollar
Borrowing and (i) in the case of a Competitive Borrowing, a principal
amount that would have been the Administrative Agent's portion of such
Competitive Borrowing had such Competitive Borrowing been a Standby
Borrowing, and for a maturity comparable to such Interest Period are
offered to the principal London offices of Chase in immediately
available funds in the London interbank market at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such
Interest Period.

"LICENSES" shall mean those licenses granted under Section 6 of
the Electricity Act authorizing one or more members of the TEG Group to
carry on the business of electricity generation, supply and distribution
and any activities ancillary thereto, as amended and extended from time
to time.

"LIEN" shall mean, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect
of such asset. For the purposes of this Agreement, any person shall be
deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to
such asset.

"LOAN" shall mean a Competitive Loan or a Standby Loan, whether
made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.

"MAJOR DEFAULT" shall mean the occurrence of any of the following
events:

(i) any Event of Default described in Section 6.01(h)
or (i);

(ii) any Target Insolvency Event;

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17
(iii) default shall be made by TUC in the due observance
or performance of any covenant, condition or agreement contained
in Section 5.14(iii), (iv), (v), (vi) or (vii);

(iv) on the date of such Offer Loan, any representation
and warranty set forth in Section 3.01, 3.02 or 3.03 shall be
false or misleading in any material respect; or

(viii) any other Default that is within the power of a
Borrower to remedy with 7 days of receiving notice of such
Default, but that such Borrower chooses not to remedy within 7
days following written notice to the Borrowers by the
Administrative Agent requesting the Borrowers to remedy such
Default.

"MARGIN REGULATIONS" shall mean Regulations G, T, U and X of the
Board as from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

"MARGIN STOCK" shall have the meaning given such term under
Regulation U of the Board.

"MATERIAL ADVERSE CHANGE" shall mean a materially adverse change
in the business, assets, operations or financial condition of TUC and
its Subsidiaries taken as a whole which makes any Borrower unable to
perform any of its obligations under this Agreement or the Facility B
Credit Agreement or which impairs the rights of, or benefits available
to, the Lenders under this Agreement or the Facility B Credit Agreement;
provided that it is agreed and understood that the Acquisition, as
contemplated by the Offer Documents and the Offer Press Release, shall
not be deemed to be a Material Adverse Change.

"MATURITY DATE" shall mean the earlier to occur of (i) the last
day of the Revolving Period, or, if the Borrowers shall have made the
Term Election, the date 364 days following the last day of the Revolving
Period and (i) the date of termination or reduction in whole of the
Commitments pursuant to Section 2.10 or Article VI.

"MINING COMPANY" shall mean Texas Utilities Mining Company, a
Texas corporation, and its successors.

"MOODY'S" shall mean Xxxxx'x Investors Service, Inc.

"MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined
in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA
Affiliate is making, or accruing an obligation to make, contributions,
or has within any of the preceding five plan years made, or accrued an
obligation to make, contributions.

-13-
18
"NOTICE OF COMPETITIVE BID REQUEST" shall mean a notification
made pursuant to Section 2.03 in the form of Exhibit A-2.

"OFFER" shall mean the offer to be made by and on behalf of
Bidco, on the terms and conditions set forth in the Offer Press Release,
to acquire the whole of the ordinary share capital (whether in issue or
failing to be allotted) of TEG not already owned by Bidco, as such offer
may from time to time be amended, revised, renewed or waived in
accordance with Section 5.14 of this Agreement.

"OFFER DOCUMENTS" shall mean each of the documents issued or to
be issued by Bidco to the shareholders of TEG in respect of the Offer
(including the forms of acceptance).

"OFFER LOAN" shall mean a Loan the proceeds of which are used
solely for the purposes permitted under Section 5.08(ii).

"OFFER LOAN COMMITMENT" shall mean, with respect to each Lender,
the commitment of such Lender set forth in Schedule 2.01 hereto to make
Offer Loans, as such Offer Loan Commitment may be permanently terminated
or reduced from time to time pursuant to Section 2.10, or modified from
time to time pursuant to Section 8.04. The Offer Loan Commitment of
each Lender shall automatically and permanently terminate on the
Maturity Date if not terminated earlier pursuant to the terms hereof.

"OFFER PRESS RELEASE" shall mean the press announcement in form
and substance acceptable to the Joint Lead Arrangers, delivered pursuant
to Section 4.02(a) and proposed to be released in connection with the
Offer.

"OPERATING AGREEMENTS" shall mean the (i) Operating Agreement,
dated April 28, 1978, between Mining Company and Dallas Power & Light
Company, Texas Electric Service Company and Texas Power & Light Company,
as amended by the Modification of Operating Agreement, dated April 20,
1979, between the same parties and (i) the Operating Agreement, dated
December 15, 1976, between Fuel Company and Dallas Power & Light
Company, Texas Electric Service Company and Texas Power & Light Company,
as the same may be amended from time to time, provided that any
resulting amended agreement shall not increase the scope of Liens
permitted under Section 5.10(i).

"PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

"PERMITTED ENCUMBRANCES" shall mean, as to any person at any
date, any of the following:

-14-
19
(a) (i) Liens for taxes, assessments or governmental charges
not then delinquent and Liens for workers' compensation awards and
similar obligations not then delinquent and undetermined Liens or
charges incidental to construction, Liens for taxes, assessments or
governmental charges then delinquent but the validity of which is being
contested at the time by such person in good faith against which an
adequate reserve has been established, with respect to which levy and
execution thereon have been stayed and continue to be stayed and which
do not impair the use of the property or the operation of such person's
business, (i) Liens incurred or created in connection with or to secure
the performance of bids, tenders, contracts (other than for the payment
of money), leases, statutory obligations, surety bonds or appeal bonds,
and mechanics' or materialmen's Liens, assessments or similar
encumbrances, the existence of which does not impair the use of the
property subject thereto for the purposes for which it was acquired, and
other Liens of like nature incurred or created in the ordinary course of
business;

(b) Liens securing indebtedness, neither assumed nor
guaranteed by such person nor on which it customarily pays interest,
existing upon real estate or rights in or relating to real estate
acquired by such person for any substation, transmission line,
transportation line, distribution line, right of way or similar purpose;

(c) rights reserved to or vested in any municipality or public
authority by the terms of any right, power, franchise, grant, license or
permit, or by any provision of law, to terminate such right, power,
franchise, grant, license or permit or to purchase or recapture or to
designate a purchaser of any of the property of such person;

(d) rights reserved to or vested in others to take or receive
any part of the power, gas, oil, coal, lignite or other minerals or
timber generated, developed, manufactured or produced by, or grown on,
or acquired with, any property of such person and Liens upon the
production from property of power, gas, oil, coal, lignite or other
minerals or timber, and the by-products and proceeds thereof, to secure
the obligations to pay all or a part of the expenses of exploration,
drilling, mining or development of such property only out of such
production or proceeds;

(e) easements, restrictions, exceptions or reservations in any
property and/or rights of way of such person for the purpose of roads,
pipe lines, substations, transmission lines, transportation lines,
distribution lines, removal of oil, gas, lignite, coal or other minerals
or timber, and other like purposes, or for the joint or common use of
real property, rights of way, facilities and/or equipment, and defects,
irregularities and deficiencies in titles of any property and/or rights
of way, which do not materially impair the use of such property and/or
rights of way for the purposes for which such property and/or rights of
way are held by such person;

-15-
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(f) rights reserved to or vested in any municipality or public
authority to use, control or regulate any property of such person;

(g) any obligations or duties, affecting the property of such
person, to any municipality or public authority with respect to any
franchise, grant, license or permit;

(h) as of any particular time any controls, Liens,
restrictions, regulations, easements, exceptions or reservations of any
municipality or public authority applying particularly to space
satellites or nuclear fuel;

(i) any judgment Lien against such person securing a judgment
for an amount not exceeding 25% of Consolidated Shareholders' Equity, so
long as the finality of such judgment is being contested by appropriate
proceedings conducted in good faith and execution thereon is stayed;

(j) any Lien arising by reason of deposits with or giving of
any form of security to any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, for any purpose at any time as
required by law or governmental regulation as a condition to the
transaction of any business or the exercise of any privilege or license,
or to enable such person to maintain self-insurance or to participate in
any fund for liability on any insurance risks or in connection with
workers' compensation, unemployment insurance, old age pensions or other
social security or to share in the privileges or benefits required for
companies participating in such arrangements; or

(k) any landlords' Lien on fixtures or movable property
located on premises leased by such person in the ordinary course of
business so long as the rent secured thereby is not in default.

"PERSON" shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership or government,
or any agency or political subdivision thereof.

"PLAN" shall mean any employee pension benefit plan described
under Section 3(2) of ERISA (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA that is maintained by any Borrower
or any ERISA Affiliate.

"POOLING AND SETTLEMENT AGREEMENT" shall mean the pooling and
settlement agreement, dated March 30, 1990, between REC and the National
Grid Company plc and others.

"REC" shall mean The Eastern Group plc.

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21
"REGISTER" shall have the meaning given such term in Section
8.04(d).

"REPORTABLE EVENT" shall mean any reportable event as defined in
Sections 4043(c)(1)-(8) of ERISA or the regulations issued thereunder
(other than a reportable event for which the 30 day notice requirement
has been waived) with respect to a Plan (other than a Plan maintained by
an ERISA Affiliate that is considered an ERISA Affiliate only pursuant
to subsection (m) or (o) of Code Section 414).

"REQUIRED LENDERS" shall mean, at any time, Lenders having
Commitments representing in excess of 50% of the Total Commitment or,
for purposes of acceleration pursuant to clause (ii) of Article VI,
Lenders holding Loans representing in excess of 50% of the aggregate
principal amount of the Loans outstanding.

"RESPONSIBLE OFFICER" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer
or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this Agreement.

"REVOLVING PERIOD" shall mean the period beginning on the date
hereof and ending on the 364th calendar day following such date.

"S&P" shall mean Standard & Poor's (a division of The McGraw Hill
Companies).

"SEC" shall mean the Securities and Exchange Commission.

"SIGNIFICANT SUBSIDIARY" shall mean at any time a Subsidiary of
TUC that as of such time satisfies the definition of a "significant
subsidiary" contained as of the date hereof in Regulation S-X of the
SEC; provided, that each of TU Electric, Enserch and any other Borrower
hereunder shall at all times be considered a Significant Subsidiary of
TUC.

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

"STANDBY BORROWING REQUEST" shall mean a request made pursuant to
Section 2.04 in the form of Exhibit A-5.

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

"STATUTORY RESERVES" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator
of which is the number one

-17-
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minus the aggregate (without duplication) of the maximum reserve
percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board and any other
banking authority to which the Administrative Agent is subject for new
negotiable nonpersonal time deposits in dollars of over $100,000 with
maturities approximately equal to three months. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.

"SUBSIDIARY" shall mean, with respect to any person (the
"PARENT"), any corporation or other entity of which securities or other
ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are
at the time directly or indirectly owned by such parent.

"SUBSTANTIAL" shall mean an amount in excess of 10% of the
consolidated assets of TUC and its Consolidated Subsidiaries taken as a
whole.

"TAKEOVER PANEL" shall mean the Panel on Takeovers and Mergers of
the U.K.

"TARGET INSOLVENCY EVENT" shall mean any one or more of the
following events:

(i) any Acquisition Company is deemed pursuant to
applicable law unable to pay its debts as they fall due or
commences negotiations with its creditors with a view to a
general re-scheduling of indebtedness;

(ii) any administrative or other receiver or manager is
appointed over any Acquisition Company or any material part of
the assets, business or undertaking of such Acquisition Company;

(iii) a winding-up order or an administration order is
made in relation to any Acquisition Company;

(iv) any Acquisition Company threatens to pass or passes
a resolution for (or petitions for) its winding up or
administration; or

(v) with respect to any Loan made for the purpose
described in Section 5.08(ii)(D), the occurrence of any event
described in paragraphs (i) through (iv) above with respect to
TEG, any Significant Subsidiary of TEG or any holder of a
License.

"TARGET SHARES" means the issued and to be issued shares in the
capital of TEG (including TEG's American Depositary Shares) that are the
subject of the Offer.

"TEG" shall mean The Energy Group PLC.

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23
"TEG GROUP" shall mean TEG and its Subsidiaries.

"TERM ELECTION" shall have the meaning assigned to that term in
Section 2.19.

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

"TRANSACTIONS" shall have the meaning assigned to such term in
Section 3.02.

"TU ELECTRIC APPROVAL DATE" shall mean the first date on which
the following shall have occurred: TU Electric shall have delivered to
the Administrative Agent (in sufficient copies for each of the Lenders)
(i) a certificate of the Secretary or an Assistant Secretary of TU
Electric certifying that (A) attached thereto are true and correct
copies of all corporate resolutions and all orders, consents and
approvals required by any Governmental Authority in order to permit or
authorize TU Electric to borrow and to repay Loans hereunder and "Loans"
under and as defined in the Facility B Credit Agreement in an aggregate
principal amount at least equal to the sum of the General Loan
Commitments hereunder and the "Commitments" under and as defined in the
Facility B Credit Agreement and (B) that all such resolutions, orders,
consents and approvals are in full force and effect, sufficient for
their purpose and, in the case of such orders, consents and approvals,
not subject to any pending or, to the knowledge of such Secretary or
Assistant Secretary (as the case may be), threatened appeal or other
proceeding seeking reconsideration or review thereof and (ii) an opinion
of counsel to TU Electric, in form and substance satisfactory to the
Administrative Agent, as to such orders, consents and approvals and as
to the enforceability of the obligations of TU Electric hereunder on and
after such date.

"TU ELECTRIC MORTGAGE" shall mean the Mortgage and Deed of Trust,
dated as of December 1, 1983, from TU Electric to Irving Trust Company
(now The Bank of New York), Trustee, as amended or supplemented from
time to time.

"TYPE", when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the
Loans comprising such Borrowing is determined. For purposes hereof,
"RATE" shall include the LIBO Rate, the Alternate Base Rate and the
Fixed Rate.

"U.K. FACILITY AGREEMENT" shall mean the L.3.515 Billion
Facilities Agreement, dated as of the date hereof, among XxxXx 1, XxxXx
2, Bidco, the lenders parties thereto and certain other parties named
therein.

"UNCONDITIONAL DATE" shall mean the date the Offer becomes or is
declared unconditional in all respects.

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"VOTING SHARES" shall mean, as to shares of a particular
corporation, outstanding shares of stock of any class of such
corporation entitled to vote in the election of directors, excluding
shares entitled so to vote only upon the happening of some contingency.

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

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

SECTION 1.2. TERMS GENERALLY. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided,
however, that for purposes of determining compliance with any covenant set
forth in Article V, such terms shall be construed in accordance with GAAP as in
effect on the date hereof applied on a basis consistent with the application
used in preparing the Borrowers' audited financial statements referred to in
Section 3.05.

ARTICLE II
THE CREDITS

SECTION 2.1. COMMITMENTS. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Standby Loans, at any time and from
time to time until the earlier of the Maturity Date and the termination of the
Commitment of such Lender, to each Borrower in an aggregate principal amount at
any time outstanding not to exceed such Lender's Commitment minus the amount by
which the Competitive Loans made to any Borrower and outstanding at such time
shall be deemed to have used such Commitment pursuant to Section 2.14, subject,
however, to the conditions that (i) at no time shall the sum of (x) the
outstanding aggregate principal amount of all Standby Loans plus (y) the
outstanding aggregate principal amount of all Competitive Loans exceed the
Total Commitment, (i) Offer Loans shall be made solely to TUC and in no

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more than ten Borrowings that would, after giving effect to any such Borrowing,
increase the principal amount of Loans outstanding, (i) at no time shall the
sum of (x) the outstanding aggregate principal amount of Offer Loans plus (y)
the outstanding aggregate principal amount of General Loans used for purposes
described in Sections 5.08(ii)(A), (C) and (E) and Loans under and as defined
in the Facility B Credit Agreement used for purposes described in Section
5.08(ii) exceed $2,930,000,000, (i) at no time shall the sum of (x) the
outstanding aggregate principal amount of all Loans made to Enserch plus (y)
the outstanding aggregate principal amount of all Loans under and as defined in
the Facility B Credit Agreement made to Enserch exceed $650,000,000, (i) unless
and until the TU Electric Approval Date shall have occurred, at no time shall
the sum of (x) the outstanding aggregate principal amount of all Loans made to
TU Electric plus (y) the outstanding aggregate principal amount of all Loans
under and as defined in the Facility B Credit Agreement made to TU Electric
exceed $1,250,000,000, (i) at no time shall the outstanding aggregate principal
amount of all Standby Loans made by any Lender exceed the amount of such
Lender's Commitment and (i) at all times, the outstanding aggregate principal
amount of all Standby Loans made by each Lender to each Borrower shall equal
the product of (B) the percentage which such Lender's Commitment represents of
the Total Commitment times (B) the outstanding aggregate principal amount of
all Standby Loans made to such Borrower.

Within the foregoing limits, the Borrowers may borrow, pay or prepay
and, subject to the limitations set forth in Section 2.11(a), reborrow Standby
Loans hereunder, on and after the Effective Date and prior to the Maturity
Date, subject to the terms, conditions and limitations set forth herein.

SECTION 2.2. LOANS. (a) Each Standby Loan shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Commitments; provided, however, that the failure of any Lender
to make any Standby Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however, that no Lender
shall be responsible for the failure of any other Lender to make any Loan
required to be made by such other Lender). Each Competitive Loan shall be made
in accordance with the procedures set forth in Section 2.03. The Standby Loans
or Competitive Loans comprising any Borrowing shall be (i) in the case of
Competitive Loans, in an aggregate principal amount which is an integral
multiple of $1,000,000 and not less than $5,000,000 and (i) in the case of
Standby Loans, in an aggregate principal amount which is an integral multiple
of $5,000,000 and not less than $25,000,000 (or an aggregate principal amount
equal to the remaining balance of the available Commitments).

(b) Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing
shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the
Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to
repay

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such Loan in accordance with the terms of this Agreement. Borrowings of more
than one Type may be outstanding at the same time.

(c) Subject to paragraph (d) below, each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Administrative Agent in Houston, Texas, not
later than noon, Houston time, and the Administrative Agent shall by 2:00 p.m.,
Houston time, credit the amounts so received to the account or accounts
specified from time to time in one or more notices delivered by the applicable
Borrower to the Administrative Agent or, if a Borrowing shall not occur on such
date because any condition precedent herein specified shall not have been met,
return the amounts so received to the respective Lenders. Competitive Loans
shall be made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans
shall be made by the Lenders pro rata in accordance with Section 2.14. Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with this paragraph (c) and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have
made such portion available to the Administrative Agent, such Lender and such
Borrower (without waiving any claim against such Lender for such Lender's
failure to make such portion available) severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing and (i) in the case of such Lender,
the Federal Funds Effective Rate. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

(d) A Borrower may refinance all or any part of any Standby Borrowing
with a Standby Borrowing of the same or a different Type, subject to the
conditions and limitations set forth in this Agreement. Any Standby Borrowing
or part thereof so refinanced shall be deemed to be repaid or prepaid in
accordance with Section 2.06 or 2.11, as applicable, with the proceeds of a new
Standby Borrowing, and the proceeds of the new Standby Borrowing, to the extent
they do not exceed the principal amount of the Standby Borrowing being
refinanced, shall not be paid by the Lenders to the Administrative Agent or by
the Administrative Agent to such Borrower pursuant to paragraph (c) above.

SECTION 2.3. COMPETITIVE BID PROCEDURE. (a) In order to request
Competitive Bids, a Borrower shall hand deliver or telecopy to the CAF Agent a
duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be
received by the CAF Agent (i) in the case of a Eurodollar Competitive
Borrowing, not later than 11:00 a.m., New York City time, four

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Business Days before a proposed Competitive Borrowing and (i) in the case of a
Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before a proposed Competitive Borrowing. No ABR Loan shall be
requested in, or made pursuant to, a Competitive Bid Request. A Competitive
Bid Request that does not conform substantially to the format of Exhibit A-1
may be rejected in the CAF Agent's sole discretion, and the CAF Agent shall
promptly notify the Borrower of such rejection by telecopy. Each Competitive
Bid Request shall refer to this Agreement and specify (w) whether the Borrowing
then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing,
(x) the date of such Borrowing (which shall be a Business Day) and the
aggregate principal amount thereof which shall be in a minimum principal amount
of $5,000,000 and in an integral multiple of $1,000,000, and (y) the Interest
Period with respect thereto (which may not end after the Maturity Date).
Promptly after its receipt of a Competitive Bid Request that is not rejected as
aforesaid, the CAF Agent shall telecopy to each Lender a Notice of Competitive
Bid Request in the form of Exhibit A-2 inviting the Lenders to bid, on the
terms and conditions of this Agreement, to make Competitive Loans.

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

(c) The CAF Agent shall notify the Borrower by telecopy, of all the
Competitive Bids made, the Competitive Bid Rate and the principal amount of
each Competitive Loan in respect of which such Competitive Bid was made and the
identity of the Lender that made each such bid

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by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00
a.m., New York City time, three Business Days before a proposed Competitive
Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:00
a.m., New York City time, on the day of a proposed Competitive Borrowing. The
CAF Agent shall send a copy of all Competitive Bids to the Borrower for its
records as soon as practicable after the completion of the bidding process set
forth in this Section 2.03.

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

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

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

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

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

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

SECTION 2.4. STANDBY BORROWING PROCEDURE. In order to request a
Standby Borrowing, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Standby Borrowing Request in the form of
Exhibit A-5 (a) in the case of a Eurodollar Standby Borrowing, not later than
10:00 a.m., Houston time, three Business Days before such Borrowing, and (a) in
the case of an ABR Borrowing, not later than 10:00 a.m., Houston time, one
Business Day before such Borrowing. No Fixed Rate Loan shall be requested or
made pursuant to a Standby Borrowing Request. Such notice shall be irrevocable
and shall in each case specify (i) whether the Borrowing then being requested
is to be a Eurodollar Standby Borrowing or an ABR Borrowing; (i) the date of
such Standby Borrowing (which shall be a Business Day) and the amount thereof;
and (i) if such Borrowing is to be a Eurodollar Standby Borrowing, the Interest
Period with respect thereto, which shall not end after the Maturity Date. If
no election as to the Type of Standby Borrowing is specified in any such
notice, then the requested Standby Borrowing shall be an ABR Borrowing. If no
Interest Period with respect to any Eurodollar Standby Borrowing is specified
in any such notice, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration (subject, at all times prior to
completion of syndication of the Total Commitment, to the limitations set forth
in the definition of "Interest Period"). If a Borrower shall not have given
notice in accordance with this Section 2.04 of its election to refinance a
Standby Borrowing prior to the end of the Interest Period in effect for such
Borrowing, then such Borrower shall (unless such Borrowing is repaid at the end
of such Interest Period) be deemed to have given notice of an election to
refinance such Borrowing with an ABR Borrowing. Notwithstanding any other
provision of this Agreement to the contrary, no Standby Borrowing shall be
requested if the Interest Period with respect thereto would end after the
Maturity Date. The Administrative Agent shall promptly advise the Lenders of
any notice given pursuant to this Section 2.04 and of each Lender's portion of
the requested Borrowing.

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SECTION 2.5. FEES. (a) Each Borrower agrees jointly and severally to
pay to each Lender, through the Administrative Agent, on each March 31, June
30, September 30 and December 31 (with the first payment being due on March 31,
1998) and on each date on which the Commitment of such Lender shall be
terminated as provided herein, a facility fee (a "FACILITY FEE"), at a rate per
annum equal to the Facility Fee Percentage from time to time in effect on the
amount of the sum of the unused Commitment of such Lender plus the principal
amount of Loans outstanding made by such Lender (without regard, in either
case, to any Competitive Loans made by any Lender), during the preceding
quarter (or other period commencing on the Effective Date or ending with the
Maturity Date or any date on which the Commitment of such Lender shall be
terminated). All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 365 or 366 days, as the case may be. The
Facility Fee due to each Lender shall commence to accrue on the Effective Date,
and shall cease to accrue on the earlier of the Maturity Date and the
termination of the Commitment of such Lender as provided herein.

(b) Each Borrower agrees jointly and severally to pay the
Administrative Agent, for its own account, the administrative fees provided for
in the Agent Fee Letter referred to in the Letter Agreement (the
"ADMINISTRATIVE FEES").

(d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, the Initial Underwriters or the Joint Lead Arrangers or to
the CAF Agent. Once paid, none of the Fees shall be refundable under any
circumstances.

SECTION 2.6. REPAYMENT OF LOANS; EVIDENCE OF INDEBTEDNESS. (a) The
outstanding principal balance of each Loan shall be due and payable on the last
day of the Interest Period applicable thereto and on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting
from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type of each Loan made
and the Interest Period applicable thereto, (i) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to
each Lender hereunder and (i) the amount of any sum received by the
Administrative Agent hereunder from each Borrower and each Lender's share
thereof.

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(d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.06 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein
shall not in any manner affect the obligations of the Borrowers to repay the
Loans in accordance with their terms.

SECTION 2.7. INTEREST ON LOANS. (a) Subject to the provisions of
Section 2.08, the Loans comprising each Eurodollar Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed over a
year of 360 days) at a rate per annum equal to the LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Margin from time to
time in effect and in the case of each Eurodollar Competitive Loan, the LIBO
Rate for the Interest Period in effect for such Borrowing plus the Competitive
Bid Margin offered by the Lender making such Loan and accepted by the
applicable Borrower pursuant to Section 2.03.

(b) Subject to the provisions of Section 2.08, the Loans comprising
each ABR Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, for
periods during which the Alternate Base Rate is determined by reference to the
Prime Rate and 360 days for other periods) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin from time to time in effect.

(c) Subject to the provisions of Section 2.08, each Fixed Rate Loan
shall bear interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the fixed rate of
interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

(d) Interest on each Loan shall be payable on each Interest Payment
Date applicable to such Loan except as otherwise provided in this Agreement.
The applicable LIBO Rate or Alternate Base Rate for each Interest Period or day
within an Interest Period, as the case may be, shall be determined by Chase,
and such determination shall be conclusive absent manifest error; provided that
Chase shall, upon request, provide to the applicable Borrower a certificate
setting forth in reasonable detail the basis for such determination.

SECTION 2.8. DEFAULT INTEREST. If a Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, whether by scheduled maturity, notice of prepayment,
acceleration or otherwise, such Borrower shall on demand from time to time from
the Administrative Agents pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed as provided in Section
2.07(b)) equal to the Alternate Base Rate plus the Applicable Margin for ABR
Loans plus 1%.

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SECTION 2.9. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined (i) that dollar deposits in the principal amounts of the Eurodollar
Loans comprising such Borrowing are not generally available in the London
interbank market or (i) that reasonable means do not exist for ascertaining the
LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter,
give telecopy notice of such determination to the Borrowers and the Lenders.
In the event of any such determination under clauses (i) or (ii) above, until
the Administrative Agent shall have advised the Borrowers and the Lenders that
the circumstances giving rise to such notice no longer exist, (x) any request
by a Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03
shall be of no force and effect and shall be denied by the Administrative Agent
and (y) any request by a Borrower for a Eurodollar Standby Borrowing pursuant
to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the
event the Required Lenders notify the Administrative Agent that the rates at
which dollar deposits are being offered will not adequately and fairly reflect
the cost to such Lenders of making or maintaining Eurodollar Loans during such
Interest Period, the Administrative Agent shall notify the applicable Borrower
of such notice and until the Required Lenders shall have advised the
Administrative Agent that the circumstances giving rise to such notice no
longer exist, any request by such Borrower for a Eurodollar Standby Borrowing
shall be deemed a request for an ABR Borrowing. Each determination by the
Administrative Agent hereunder shall be made in good faith and shall be
conclusive absent manifest error; provided that the Administrative Agent,
shall, upon request, provide to the applicable Borrower a certificate setting
forth in reasonable detail the basis for such determination.

SECTION 2.10. TERMINATION AND REDUCTION OF COMMITMENTS. (a) The
Commitments shall be automatically terminated on the Maturity Date. In
addition, until such time as the Equity Event shall have occurred, the Offer
Loan Commitments shall be automatically reduced by an amount equal to the net
proceeds of any issuance or disposition or any payment to TUC, in each case
described in Section 2.11(d), with such reduction to be effective on the later
to occur of the date of such issuance, sale or payment, as the case may be, and
the date specified under Section 2.11(d) for any related prepayment or
repayment of the Offer Loans.

(b) Upon (i) the date of the withdrawal or lapse of the Offer and (i)
28 days after the Effective Date if the Offer has not yet been posted, the
unused Offer Loan Commitments shall be automatically terminated.

(c) Upon at least two Business Days' prior irrevocable written notice
to the Administrative Agent, the Borrowers, acting jointly, may at any time in
whole permanently terminate, or from time to time in part permanently reduce,
the Offer Loan Commitments or the General Loan Commitments; provided, however,
that (i) each partial reduction of the Commitments shall be in an integral
multiple of $10,000,000 and in a minimum principal amount of $10,000,000 and
(i) no such termination or reduction shall be made that would reduce the Total
Commitment to an amount (1) less than the aggregate outstanding principal
amount of

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all Competitive Loans or (1) less than $50,000,000, unless the result of such
termination or reduction referred to in this clause (2) is to reduce the Total
Commitment to $0. The Administrative Agent shall advise the Lenders of any
notice given pursuant to this Section 2.10(c) and of each Lender's portion of
any such termination or reduction of the Total Commitment.

(d) If the Borrowers shall make the Term Election, then on the last
day of the Revolving Period the Total Commitment shall be permanently reduced
to an amount equal to the aggregate principal amount of Loans then outstanding.

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

SECTION 2.11. PREPAYMENT. (a) Each Borrower shall have the right at
any time and from time to time to prepay any Standby Borrowing, in whole or in
part, upon giving telecopy notice (or telephone notice promptly confirmed by
telecopy) to the Administrative Agent: (i) before 10:00 a.m., Houston time,
three Business Days prior to prepayment, in the case of Eurodollar Loans, and
(i) before 10:00 a.m., Houston time, one Business Day prior to prepayment, in
the case of ABR Loans; provided, however, that each partial prepayment shall be
in an amount which is an integral multiple of $10,000,000 and not less than
$10,000,000. No prepayment may be made in respect of any Competitive
Borrowing. Any (i) principal amount of any Offer Loan repaid or prepaid at any
time and not refinanced on the date of such repayment or prepayment (as the
case may be) with the proceeds of another Offer Loan and (ii) any principal
amount of any Loan repaid or prepaid or on or after the last day of the
Revolving Period may not, in either case, be reborrowed.

(b) On the date of any termination or reduction of the Commitments
pursuant to Section 2.10, the Borrowers shall pay or prepay so much of the
Standby Borrowings as shall be necessary in order that the aggregate principal
amount of the Competitive Loans and Standby Loans outstanding will not exceed
the Total Commitment, after giving effect to such termination or reduction.

(c) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or
portion thereof) by the amount stated therein on the date stated therein. All
prepayments under this Section 2.11 shall be subject to Section 8.05 but
otherwise without premium or penalty. All prepayments under this Section 2.11
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.

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(d) Until such time as the Equity Event shall have occurred, upon (i)
the issuance by TUC (or any special purpose financing Subsidiary of TUC, other
than XxxXx 1, XxxXx 2 or any Subsidiary of XxxXx 1 or of XxxXx 2) of any debt,
equity or other capital market instruments or other securities (other than
stock of TUC issued in connection with employee stock option and other stock
purchase and incentive plans in effect on the date hereof), (i) the disposition
by TUC of any of the capital shares of XxxXx 1, XxxXx 2 or Enserch, or (i) the
payment by any Acquisition Company to TUC of any amount in respect of shares of
TUC exchanged for Target Shares, TUC shall prepay the principal amount of Offer
Loans hereunder in an amount equal to the net proceeds of such issuance or
disposition or such payment, as the case may be, with such prepayment to be
accompanied by payment of accrued interest on such Offer Loans being prepaid to
the date of payment and any amounts payable pursuant to Section 8.05. Any
amounts required to be applied to the prepayment of Offer Loans shall be
applied as follows: first, to the immediate prepayment of ABR Loans
outstanding, second, to the prepayment of Eurodollar Loans (not constituting
Competitive Loans) outstanding on the last day of the respective Interest
Periods for such Eurodollar Loans in the order that they occur, and third, to
the repayment of Competitive Loans, on the last day of the respective Interest
Periods for such Competitive Loans in the order that they occur.

SECTION 2.12. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender hereunder
(except for changes in respect of taxes on the overall net income of such
Lender or its lending office imposed by the jurisdiction in which such Lender's
principal executive office or lending office is located), or shall result in
the imposition, modification or applicability of any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of
or credit extended by any Lender, or shall result in the imposition on any
Lender or the London interbank market of any other condition affecting this
Agreement, such Lender's Commitment or any Eurodollar Loan or Fixed Rate Loan
made by such Lender, and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Loan
or Fixed Rate Loan or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise) by an
amount deemed by such Lender to be material, then the applicable Borrower or,
if the foregoing circumstances do not relate to a particular Borrowing, the
Borrowers shall, upon receipt of the notice and certificate provided for in
Section 2.12(c), promptly pay to such Lender such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction
suffered. Notwithstanding the foregoing, no Lender shall be entitled to
request compensation under this paragraph with respect to any Competitive Loan
if the change giving rise to such request was applicable to such Lender at the
time of submission of the Competitive Bid pursuant to which such Competitive
Loan was made.

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(b) If any Lender shall have determined that the adoption of any law,
rule, regulation or guideline arising out of the July 1988 report of the Basle
Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards," or
the adoption after the date hereof of any other law, rule, regulation or
guideline regarding capital adequacy, or any change in any of the foregoing or
in the interpretation or administration of any of the foregoing by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or any Lender's holding company with any request
or directive regarding capital adequacy (whether or not having the force of
law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's capital or on
the capital of such Lender's holding company, if any, as a consequence of this
Agreement, such Lender's Commitment or the Loans made by such Lender pursuant
hereto to a level below that which such Lender or such Lender's holding company
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time such additional amount or amounts as will
compensate such Lender for any such reduction suffered will be paid by the
Borrowers to such Lender. It is acknowledged that this Agreement is being
entered into by the Lenders on the understanding that the Lenders will not be
required to maintain capital against their Commitments under currently
applicable laws, regulations and regulatory guidelines. In the event the
Lenders shall otherwise determine that such understanding is incorrect, it is
agreed that the Lenders will be entitled to make claims under this paragraph
(b) based upon market requirements prevailing on the date hereof for
commitments under comparable credit facilities against which capital is
required to be maintained.

(c) A certificate of each Lender setting forth such amount or amounts
as shall be necessary to compensate such Lender or its holding company as
specified in paragraph (a) or (b) above, as the case may be, and containing an
explanation in reasonable detail of the manner in which such amount or amounts
shall have been determined, shall be delivered to the applicable Borrower or
the Borrowers, as the case may be, and shall be conclusive absent manifest
error. The Borrowers shall pay each Lender the amount shown as due on any such
certificate delivered by it within 10 days after its receipt of the same. Each
Lender shall give prompt notice to the applicable Borrower of any event of
which it has knowledge, occurring after the date hereof, that it has determined
will require compensation by such Borrower pursuant to this Section; provided,
however, that failure by such Lender to give such notice shall not constitute a
waiver of such Lender's right to demand compensation hereunder.

(d) Failure on the part of any Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any period shall not constitute a waiver of
such Lender's right to demand compensation with respect to such period or any
other period; provided, however, that no Lender shall be entitled to
compensation under this Section 2.12 for any costs incurred or reductions
suffered with

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respect to any date unless it shall have notified the applicable Borrower that
it will demand compensation for such costs or reductions under paragraph (c)
above not more than 90 days after the later of (i) such date and (i) the date
on which it shall have become aware of such costs or reductions. The
protection of this Section shall be available to each Lender regardless of any
possible contention of the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall have occurred or
been imposed.

(e) Each Lender agrees that it will designate a different lending
office if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the reasonable judgment of such Lender, be
disadvantageous to such Lender.

SECTION 2.13. CHANGE IN LEGALITY. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written
notice to the Borrowers and to the Agents, such Lender may:

(i) declare that Eurodollar Loans will not thereafter be made
by such Lender hereunder, whereupon such Lender shall not submit a
Competitive Bid in response to a request for Eurodollar Competitive
Loans and any request for a Eurodollar Standby Borrowing shall, as to
such Lender only, be deemed a request for an ABR Loan unless such
declaration shall be subsequently withdrawn (any Lender delivering such
a declaration hereby agreeing to withdraw such declaration promptly upon
determining that such event of illegality no longer exists); and

(ii) require that all outstanding Eurodollar Loans made by it
be converted to ABR Loans, in which event all such Eurodollar Loans
shall be automatically converted to ABR Loans as of the effective date
of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied
to repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

(b) For purposes of this Section 2.13, a notice by any Lender shall
be effective as to each Eurodollar Loan, if lawful, on the last day of the
Interest Period currently applicable to such Eurodollar Loan; in all other
cases such notice shall be effective on the date of receipt.

SECTION 2.14. PRO RATA TREATMENT. Except as provided below in this
Section 2.14 with respect to Competitive Borrowings and as required under
Sections 2.13 and 2.18, each Standby Borrowing, each payment or prepayment of
principal of any Standby Borrowing, each

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payment of interest on the Standby Loans, each payment of the Facility Fees,
each reduction of the Commitments and each refinancing or conversion of any
Borrowing with a Standby Borrowing of any Type, shall be allocated pro rata
among the Lenders in accordance with their respective Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Standby Loans). Each payment
of principal of any Competitive Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with the respective
principal amounts of their outstanding Competitive Loans comprising such
Borrowing. Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their
outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the available Commitments of the Lenders at any time, each
outstanding Competitive Borrowing shall be deemed to have utilized the
Commitments of the Lenders (including those Lenders which shall not have made
Loans as part of such Competitive Borrowing) pro rata in accordance with such
respective Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

SECTION 2.15. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim, or
pursuant to a secured claim under Section 506 of Title 11 of the United States
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means, obtain payment
(voluntary or involuntary) in respect of any Standby Loan or Loans as a result
of which the unpaid principal portion of its Standby Loans shall be
proportionately less than the unpaid principal portion of the Standby Loans of
any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Standby Loans of such other Lender,
so that the aggregate unpaid principal amount of the Standby Loans and
participations in the Standby Loans held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Standby Loans then
outstanding as the principal amount of its Standby Loans prior to such exercise
of banker's lien, setoff or counterclaim or other event was to the principal
amount of all Standby Loans outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that, if any
such purchase or purchases or adjustments shall be made pursuant to this
Section 2.15 and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustment restored without
interest. Each Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in a Standby Loan deemed to have
been so purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by such Borrower to such
Lender by reason thereof as fully as if such Lender had made a Standby Loan in
the amount of such participation.

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SECTION 2.16. PAYMENTS. (a) Each Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder from an account in the United States not later than 10:00
a.m., Houston time, on the date when due in dollars to the Administrative Agent
at its offices at 000 Xxxxxx Xxxxxx, 0-XXXX-X 96, Xxxxxxx, Xxxxx 00000, in
immediately available funds.

(b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

SECTION 2.17. TAXES. (a) Any and all payments of principal and
interest on any Borrowings, or of any Fees or indemnity or expense
reimbursements by a Borrower hereunder ("BORROWER PAYMENTS") shall be made, in
accordance with Section 2.16, free and clear of and without deduction for any
and all current or future United States Federal, state and local taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
to such Borrower Payments, but only to the extent reasonably attributable to
such Borrower Payments, excluding (i) income taxes imposed on the net income of
the Administrative Agent, the CAF Agent or any Lender (or any transferee or
assignee thereof, including a participation holder (any such entity a
"TRANSFEREE")) and (i) franchise taxes imposed on the net income of the
Administrative Agent, the CAF Agent or any Lender (or Transferee), in each case
by the jurisdiction under the laws of which the Administrative Agent, the CAF
Agent or such Lender (or Transferee) is organized or doing business through
offices or branches located therein, or any political subdivision thereof (all
such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities, collectively or individually, "TAXES"). If any Borrower shall be
required to deduct any Taxes from or in respect of any sum payable hereunder to
any Lender (or any Transferee) or the Agents, (i) the sum payable shall be
increased by the amount (an "ADDITIONAL AMOUNT") necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 2.17) such Lender (or Transferee) or Agent (as the
case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (i) such Borrower shall make such deductions
and (i) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

(c) Each Borrower shall indemnify each Lender (or Transferee thereof)
and each Agent for the full amount of Taxes and Other Taxes with respect to
Borrower Payments paid

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

(d) If a Lender (or Transferee) or any Agent shall become aware that
it is entitled to claim a refund from a United States Governmental Authority in
respect of Taxes or Other Taxes as to which it has been indemnified by a
Borrower, or with respect to which a Borrower has paid additional amounts,
pursuant to this Section 2.17, it shall promptly notify such Borrower of the
availability of such refund claim and shall, within 30 days after receipt of a
request by such Borrower, make a claim to such United States Governmental
Authority for such refund at such Borrower's expense. If a Lender (or
Transferee) or any Agent receives a refund (including pursuant to a claim for
refund made pursuant to the preceding sentence) in respect of any Taxes or
Other Taxes as to which it has been indemnified by a Borrower or with respect
to which a Borrower had paid additional amounts pursuant to this Section 2.17,
it shall within 30 days from the date of such receipt pay over such refund to
such Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by such Borrower under this Section 2.17 with respect to the
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of such Lender (or Transferee) or such Agent and without interest
(other than interest paid by the relevant United States Governmental Authority
with respect to such refund); provided, however, that such Borrower, upon the
request of such Lender (or Transferee) or such Agent, agrees to repay the
amount paid over to such Borrower (plus penalties, interest or other charges)
to such Lender (or Transferee) or such Agent in the event such Lender (or
Transferee) or such Agent is required to repay such refund to such United
States Governmental Authority.

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

(f) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.17
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

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(g) Each Lender or Agent (or Transferee) that is organized under the
laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia (a "NON-U.S. LENDER" or "NON U.S. AGENT", as applicable)
shall deliver to the Borrowers and the Administrative Agent two copies of
either United States Internal Revenue Service Form 1001 or Form 4224, properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
from, or reduced rate of, United States Federal withholding tax on payments by
any Borrower under this Agreement. Such forms shall be delivered by each Non-
U.S. Lender on or before the date it becomes a party to this Agreement (or, in
the case of a Transferee that is a participation holder, on or before the date
such participation holder becomes a Transferee hereunder) and on or before the
date, if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a "NEW LENDING OFFICE"). In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this Section 2.17(g), a Non-U.S. Lender
shall not be required to deliver any form pursuant to this Section 2.17(g) that
such Non-U.S. Lender is not legally able to deliver.

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

(i) Any Lender (or Transferee) claiming any indemnity payment or
additional amounts payable pursuant to this Section 2.17 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by a Borrower or to
change the jurisdiction of its applicable lending office if the making of such
a filing or change would avoid the need for or reduce the amount of any such
indemnity payment

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or additional amounts that may thereafter accrue and would not, in the good
faith determination of such Lender (or Transferee), be otherwise
disadvantageous to such Lender (or Transferee).

(j) Nothing contained in this Section 2.17 shall require any Lender
(or Transferee) or any Agent to make available to such Borrower any of its tax
returns (or any other information) that it deems to be confidential or
proprietary.

(k) Notwithstanding anything herein to the contrary, the
indemnification obligations under this Section shall, to the extent
practicable, be allocated between the Borrowers based upon their relative
liability for the interest, fee or other payments in respect of which such
indemnification obligations arise.

SECTION 2.18. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES.
In the event that any Lender shall have delivered a notice or certificate
pursuant to Section 2.12 or 2.13, or any Borrower shall be required to make
additional payments to any Lender under Section 2.17, the Borrowers shall have
the right, at their own expense, upon notice to such Lender and the Agents, to
require such Lender to transfer and assign without recourse (in accordance with
and subject to the restrictions contained in Section 8.04) all such Lender's
interests, rights and obligations contained hereunder to another financial
institution approved by the Agents and the Borrowers (which approval shall not
be unreasonably withheld) which shall assume such obligations; provided that
(i) no such assignment shall conflict with any law, rule or regulation or order
of any Governmental Authority and (i) the assignee or the Borrowers, as the
case may be, shall pay to the affected Lender in immediately available funds on
the date of such assignment the principal of and interest accrued to the date
of payment on the Loans made by it hereunder and all other amounts accrued for
its account or owed to it hereunder.

SECTION 2.19. TERM ELECTION. At least 20 but not more than 40 days
prior to the end of the Revolving Period, the Borrowers may, by delivering a
written notice to the Administrative Agent (with such notice being
irrevocable), and subject to the condition set forth below, elect that the
Maturity Date be extended for a period of 364 days, commencing on the last day
of the Revolving Period (any such election to so extend the Maturity Date being
the "TERM ELECTION"). Upon receipt of any such notice the Administrative Agent
shall promptly communicate such notice to the Lenders. The Term Election shall
be effective on the last day of the Revolving Period, if and only if on such
date, no Default or Event of Default shall have occurred and be continuing.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to each of the Lenders as follows
(except in the case of the representations contained (i) in Section 3.05(a),
which are made by TUC only, and (ii) Section 3.05(b), which are made by TU
Electric only; and provided, that each representation or warranty made by any
Borrower in respect of TEG or any member of the TEG Group on any date up to
(but not including) the 120th day following the Unconditional Date shall be
subject to the qualification that such representation or warranty is true and
accurate insofar as such Borrower was aware as of the date of this Agreement):

SECTION 3.1. ORGANIZATION; POWERS. Such Borrower (a) is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and
as proposed to be conducted, (c) is qualified to do business in every
jurisdiction where such qualification is required, except where the failure so
to qualify would not result in a Material Adverse Change, and (d) has the
corporate power and authority to execute, deliver and perform its obligations
under this Agreement and to borrow hereunder.

SECTION 3.2. AUTHORIZATION. The execution, delivery and performance by
such Borrower of this Agreement, the Borrowings hereunder and the Acquisition
(collectively, the "TRANSACTIONS") (a) have been duly authorized by all
requisite corporate action and (a) will not (i) violate (B) any provision of
any law, statute, rule or regulation (including, without limitation, the Margin
Regulations) or of the certificate of incorporation or other constitutive
documents or by-laws of such Borrower or any of its Subsidiaries to which such
Borrower is subject, (B) any order of any Governmental Authority or (B) any
provision of any indenture, agreement or other instrument to which such
Borrower or any of its Subsidiaries is a party or by which it or any of its
property is or may be bound, (i)) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any
such indenture, agreement or other instrument or (i) result in the creation or
imposition of any Lien upon any property or assets of such Borrower.

SECTION 3.3. ENFORCEABILITY. This Agreement constitutes a legal, valid
and binding obligation of such Borrower enforceable in accordance with its
terms except to the extent that enforcement may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally.

SECTION 3.4. GOVERNMENTAL APPROVALS. No action, consent or approval
of, registration or filing with or other action by any Governmental Authority
is or will be required in connection with the Transactions, to the extent they
relate to such Borrower, except those as have been duly obtained and as are (i)
in full force and effect, (i) sufficient for their purpose and

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(i) not subject to any pending or, to the knowledge of such Borrower,
threatened appeal or other proceeding seeking reconsideration or review
thereof.

SECTION 3.5. FINANCIAL STATEMENTS. (a) The consolidated balance sheet
of TUC and its Consolidated Subsidiaries as of December 31, 1996 and the
related consolidated statements of income, retained earnings and cash flows for
the fiscal year then ended, reported on by Deloitte & Touche LLP and set forth
in TUC's 1996 Annual Report on Form 10-K and the consolidated balance sheet of
TUC and its Consolidated Subsidiaries as of September 30, 1997 and the related
consolidated statements of income, retained earnings and cash flows for the
nine-month period then ended and set forth in TUC's Quarterly Report on Form
10-Q, copies of which have been delivered to each of the Lenders, fairly
present (subject in the case of such financial statements as of September 30,
1997, to year-end adjustments) in conformity with GAAP, the consolidated
financial position of TUC and its Consolidated Subsidiaries as of such date and
their consolidated results of operations and cash flows for such periods ending
on such dates.

(b) The consolidated balance sheet of TU Electric and its
Consolidated Subsidiaries as of December 31, 1996 and the related consolidated
statements of income, retained earnings and cash flows for the fiscal year then
ended, reported on by Deloitte & Touche LLP and set forth in TU Electric's 1996
Annual Report on Form 10-K and the consolidated balance sheet of TU Electric
and its Consolidated Subsidiaries as of September 30, 1997 and the related
consolidated statements of income, retained earnings and cash flows for the
nine-month period then ended and set forth in TU Electric's Quarterly Report on
Form 10-Q, copies of which have been delivered to each of the Lenders, fairly
present (subject in the case of such financial statements as of September 30,
1997, to year-end adjustments), in conformity with GAAP, the consolidated
financial position of TU Electric and its Consolidated Subsidiaries as of such
dates and their consolidated results of operations and cash flows for the
periods ending on such dates.

(c) There has heretofore been delivered to each of the Lenders an
unaudited condensed pro forma consolidated balance sheet as of December 31,
1997 and unaudited condensed statement of income for the fiscal year ending
December 31, 1997 which gave effect to the Acquisition (the "PRO FORMA
FINANCIAL STATEMENTS"), which Pro Forma Financial Statements were prepared in
accordance with GAAP. The assumptions used in preparing the Pro Forma
Financial Statements are reasonable, as of the date of such Pro Forma Financial
Statements and as of the Effective Date, and all material assumptions with
respect to the Pro Forma Financial Statements are set forth therein.

(d) Since September 30, 1997, there has been no Material Adverse
Change with respect to such Borrower, other than as a result of the matters
excluded from the computation of Consolidated Earnings Available for Fixed
Charges as set forth in the definition thereof.

SECTION 3.6. LITIGATION. Except as set forth in the financial
statements or other reports of the type referred to in Section 5.03 hereof and
which have been delivered to the

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Lenders on or prior to the date hereof or as set forth on Schedule 3.06, there
is no action, suit or proceeding pending against, or to the knowledge of such
Borrower threatened against or affecting, TUC or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision which could materially
adversely affect the ability of such Borrower to pay its obligations hereunder
or which in any manner draws into question the validity of this Agreement.

SECTION 3.7. FEDERAL RESERVE REGULATIONS. (a) Neither such
Borrower nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

(b) No part of the proceeds of any Loan will be used by such
Borrower, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry Margin Stock (other than the American
Depositary Shares of TEG to be acquired in connection with the Acquisition) or
to refund indebtedness originally incurred for such purpose, or for any other
purpose which entails a violation of, or which is inconsistent with, the
provisions of the Margin Regulations.

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

SECTION 3.8. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. (a) Neither such Borrower nor any of its Subsidiaries is an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940.

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

SECTION 3.9. NO MATERIAL MISSTATEMENTS. No report, financial statement
or other written information furnished by or on behalf of such Borrower to the
Agents or any Lender pursuant to or in connection with this Agreement contains
or will contain any material misstatement of fact or omits or will omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were or will be made, not misleading.

SECTION 3.10. TAXES. Such Borrower and its Subsidiaries have filed or
caused to be filed within 3 days of the date on which due, all Federal and
material state and local tax returns which to their knowledge are required to
be filed by them, and have paid or caused to be paid all material taxes shown
to be due and payable on such returns or on any assessments received by them,
other than any taxes or assessments the validity of which is being contested in
good

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faith by appropriate proceedings and with respect to which appropriate
accounting reserves have to the extent required by GAAP been set aside.

SECTION 3.11. EMPLOYEE BENEFIT PLANS. With respect to each Plan such
Borrower and its ERISA Affiliates are in compliance in all material respects
with the applicable provisions of ERISA and the Code and the final regulations
and published interpretations thereunder. No ERISA Event has occurred that
alone or together with any other ERISA Event has resulted or could reasonably
be expected to result in a Material Adverse Change. Neither such Borrower nor
any ERISA Affiliate has incurred any Withdrawal Liability that could result in
a Material Adverse Change. Neither such Borrower nor any ERISA Affiliate has
received any notification that any Multiemployer Plan is in reorganization or
has been terminated within the meaning of Title IV of ERISA, which such
reorganization or termination could result in a Material Adverse Change, and no
Multiemployer Plan is reasonably expected to be in reorganization or to be
terminated where such reorganization or termination has resulted or can
reasonably be expected to result, through an increase in the contributions
required to be made to such Plan or otherwise, in a Material Adverse Change.

SECTION 3.12. SIGNIFICANT SUBSIDIARIES. Each of TUC's corporate
Significant Subsidiaries is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation and
has all corporate powers necessary to carry on its business substantially as
now conducted. TUC's corporate Significant Subsidiaries have all material
governmental licenses, authorizations, consents and approvals required to carry
on the business of the corporate Significant Subsidiaries substantially as now
conducted.

SECTION 3.13. ENVIRONMENTAL MATTERS. Except as set forth in or
contemplated by the financial statements or other reports of the type referred
to in Section 5.03 hereof and which have been delivered to the Lenders on or
prior to the date hereof, such Borrower and each of its Subsidiaries has
complied in all material respects with all Federal, state, local and other
statutes, ordinances, orders, judgments, rulings and regulations relating to
environmental pollution or to environmental or nuclear regulation or control,
except to the extent that failure to so comply could not reasonably be expected
to result in a Material Adverse Change. Except as set forth in or contemplated
by such financial statements or other reports, neither such Borrower nor any of
its Subsidiaries has received notice of any material failure so to comply,
except where such failure could not reasonably be expected to result in a
Material Adverse Change. Except as set forth in or contemplated by such
financial statements or other reports, the facilities of such Borrower or any
of its Subsidiaries, as the case may be, are not used to manage any hazardous
wastes, hazardous substances, hazardous materials, toxic substances, toxic
pollutants or substances similarly denominated, as those terms or similar terms
are used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the
Clean Water Act or any other applicable law relating to environmental
pollution, or any nuclear fuel or other radioactive materials, in violation in
any material respect of any law or any regulations promulgated pursuant
thereto,

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except to the extent that such violations could not reasonably be expected to
result in a Material Adverse Change. Except as set forth in or contemplated by
such financial statements or other reports, such Borrower is aware of no
events, conditions or circumstances involving environmental pollution or cold
reasonably be expected to result in a Material Adverse Change.

ARTICLE IV
CONDITIONS OF LENDING

The obligations of the Lenders to make Loans hereunder are subject to
the satisfaction of the following conditions:

SECTION 4.1. EFFECTIVE DATE. On the Effective Date:

(a) The representations and warranties set forth in Article
III hereof shall be true and correct in all material respects on and as
of such date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly
relate to an earlier date.

(b) No Event of Default or Default shall have occurred and be
continuing on such date.

(c) The Agents shall have received favorable written opinions
of (i) Xxxx & Priest LLP and Xxxxxxx, Xxxxxxxx & Xxxxxxxxxx, L.L.P. each
dated the Effective Date and addressed to the Lenders and satisfactory
to King & Spalding, counsel for the Agents, to the effect set forth in
Exhibits D-1 and D-2 hereto and (i) King & Spalding, dated the Effective
Date, addressed to the Lenders and in form satisfactory to the Agents.

(d) The Agents shall have received (i) a copy of the
certificate of incorporation, including all amendments thereto, of each
Borrower, certified as of a recent date by the Secretary of State of its
state of incorporation, and a certificate as to the good standing of
each Borrower as of a recent date from such Secretary of State; (i) a
certificate of the Secretary or an Assistant Secretary of each Borrower
dated the Effective Date and certifying (B) that attached thereto is a
true and complete copy of the by-laws of such Borrower as in effect on
the Effective Date and at all times since a date prior to the date of
the resolutions described in clause (B) below, (B) that attached thereto
is a true and complete copy of resolutions duly adopted by the Board of
Directors of such Borrower authorizing the execution, delivery and
performance of this Agreement and the Borrowings hereunder, and that
such resolutions have not been modified, rescinded or amended and are in
full force and effect, (B) that the certificate of incorporation
referred to in clause (i) above has not been amended since the date of
the last amendment thereto shown on the certificate of good standing
furnished pursuant to such clause (i) and (B) as to the incumbency and
specimen signature of each officer executing this Agreement or

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any other document delivered in connection herewith on behalf of such
Borrower; (i) a certificate of another officer of such Borrower as to
the incumbency and specimen signature of the Secretary or Assistant
Secretary executing the certificate pursuant to (ii) above; (i) evidence
satisfactory to the Agents that the requisite approvals referred to in
Section 3.04 hereof have been obtained, are in full force and effect
(other than (A) any such approvals that will be set forth in the Offer
Documents as conditions to the Offer and (B) other approvals the failure
to obtain which could not reasonably be expected to have a Material
Adverse Effect); and (i) such other documents as the Lenders or King &
Spalding, counsel for the Agents, shall reasonably request.

(e) The Agents shall have received a certificate, dated the
Effective Date and signed by a Financial Officer of each Borrower,
confirming compliance with the conditions precedent set forth in
paragraphs (a) and (b) of Section 4.01.

(f) The Agents shall have received all Fees and amounts due
and payable by the Borrowers on or prior to the Effective Date.

(g) All the conditions to the effectiveness of the Facility B
Credit Agreement (other than the condition set forth in Section 4.01(g)
thereof) shall have been satisfied.

(h) The Agents shall have received an executed counterpart to
this Agreement of each Agent, each Lender and each Borrower.

(i) The U.K. Facility Agreement shall have been fully executed
and delivered by the parties thereto.

(j) The Agents shall have received such other approvals,
opinions and documents as the Agents may reasonably request as to the
legality, validity, binding effect or enforceability of this Agreement
or the financial condition, properties, operations or prospects of any
Borrower.

SECTION 4.2. INITIAL OFFER LOANS. The Commitment of each Lender to make
its initial Offer Loan shall be subject to the satisfaction of the following
conditions precedent on or after the Effective Date:

(a) The terms of the Offer as set forth in the Offer Press
Release shall have been found to be acceptable by the Joint Lead
Arrangers prior to the public announcement thereof by or on behalf of
Bidco. The Joint Lead Arrangers shall have received copies of the Offer
Documents and the Offer Press Release and of all other documents and
materials filed or released publicly by TUC, Bidco or any of TUC's other
affiliates in connection with the Offer, certified as true and correct
copies thereof as of the date thereof by a responsible officer of TUC,
and the conditions set forth in such

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documents shall conform to the conditions set forth in the Offer Press
Release as approved by the Joint Lead Arrangers prior to the release
thereof.

(b) All conditions precedent to borrowings under the U.K.
Facility Agreement for the purpose of consummating the Acquisition shall
have been satisfied (other than any such condition relating to, or that
would be satisfied upon, the making of Offer Loans).

(d) The Agents shall have received evidence satisfactory to
them that all amounts outstanding under the Existing TU Credit
Agreements have been repaid (or will be repaid on such date with the
proceeds of the Loans hereunder and the Loans under and as defined in
the Facility B Credit Agreement) and that the "Commitments" thereunder
have been terminated.

SECTION 4.3. CERTAIN FUNDS CONDITIONS FOR ALL OFFER LOANS DURING THE
REVOLVING PERIOD. To ensure that TUC has resources available to advance to
Bidco funds to enable Bidco to fulfill its obligations in respect of the Offer,
the Lenders agree that the Commitment of each Lender to make each Offer Loan to
be made by it (including the initial Offer Loan to be made by it) during the
Revolving Period shall be subject to the satisfaction of the conditions
precedent set forth in Section 4.02 on or prior to the date of such Offer Loan,
and the only further conditions precedent to the Commitment of each Lender to
make each Offer Loan to be made by it during the Revolving Period shall be that
on the date of such Offer Loan:

(a) The Agents shall have received a notice of such Borrowing
as required by Section 2.03 or Section 2.04, as applicable.

(b) No Major Default shall have occurred and be continuing or
would result from the making of such Offer Loan.

(c) The Agents shall have received a certificate of a
Responsible Officer of TUC certifying that the matter set forth in the
foregoing paragraph (b) is true and correct on the date of the making of
such Offer Loan.

Each such Offer Loan shall be deemed to constitute a representation and
warranty by TUC on the date of such Loan as to the matters specified in
subsection (b) of this Section 4.03.

SECTION 4.4. INITIAL GENERAL LOANS. The Commitment of each Lender to
make its initial General Loan shall be subject to the satisfaction of the
following conditions precedent on the date of such Borrowing:

(a) The Effective Date shall have occurred.

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(b) The Agents shall have received evidence satisfactory to
them that all amounts outstanding under the Existing TU Credit
Agreements have been repaid (or will be repaid on such date with the
proceeds of the Loans hereunder and the Loans under and as defined in
the Facility B Credit Agreement) and that the "Commitments" thereunder
have been terminated.

SECTION 4.5. ALL GENERAL LOANS AND OFFER LOANS AFTER THE REVOLVING
PERIOD. The Commitment of each Lender to make each General Loan to be made by
it (including the initial General Loan to be made by it) and each Offer Loan to
be made by it at any time on or after the last day of the Revolving Period
shall be subject to the satisfaction of the following conditions precedent on
the date of such Borrowing:

(a) The Agents shall have received a notice of such Borrowing
as required by Section 2.03 or Section 2.04, as applicable.

(b) The representations and warranties set forth in Article
III hereof (except, in the case of a refinancing of a Standby Borrowing
(whether for Offer Loans or General Loans) with a new Standby Borrowing
that does not increase the aggregate principal amount of the Loans of
any Lender outstanding, the representations set forth in Sections
3.05(d), 3.06, 3.11 and 3.13) shall be true and correct in all material
respects on and as of the date of such Borrowing with the same effect as
though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date.

(c) At the time of and immediately after such Borrowing no
Event of Default or Default shall have occurred and be continuing.

(d) The Agents shall have received a certificate of a
Responsible Officer of the applicable Borrower certifying that the
matters set forth in paragraphs (b) and (c) of this Section 4.05 are
true and correct as of such date.

Each such Loan shall be deemed to constitute a representation and warranty by
each Borrower on the date of such Borrowing as to the matters specified in
subsections (b) and (c) of this Section 4.05.

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ARTICLE V
COVENANTS

TUC (and each of TU Electric and Enserch, to the extent such covenants
apply to it) agrees that, so long as any Lender has any Commitment hereunder or
any amount payable hereunder remains unpaid (provided, that such covenants
shall not apply to TEG or any member of the TEG Group until the 120th day
following the Unconditional Date, but TUC shall use all reasonable efforts to
cause TEG and all members of the TEG Group to comply with such covenants at all
times on and after the Unconditional Date):

SECTION 5.1. EXISTENCE. It will, and will cause each of its
Significant Subsidiaries to, do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and all
rights, licenses, permits, franchises and authorizations necessary or desirable
in the normal conduct of its business except as otherwise permitted pursuant to
Section 5.09.

SECTION 5.2. BUSINESS AND PROPERTIES. It will, and will cause each of
its Subsidiaries to, comply with all applicable material laws, rules,
regulations and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except where the validity or applicability of such laws,
rules, regulations or orders is being contested by appropriate proceedings in
good faith; and at all times maintain and preserve all property material to the
conduct of its business and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times.

SECTION 5.3. FINANCIAL STATEMENTS, REPORTS, ETC. TUC (and TU Electric
and Enserch, to the extent such information relates to TU Electric or Enserch,
as applicable, only) will furnish to the Agents and each Lender:

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

(b) as soon as available and in any event within 60 days after
the end of each of the first three quarters of each fiscal year of TUC a
consolidated balance sheet of TUC and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of
income for such quarter, for the portion of TUC's fiscal year ended at
the end of such quarter, and for the twelve months ended at the end of
such

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quarter, and the related consolidated statement of cash flows for the
portion of TUC's fiscal year ended at the end of such quarter, setting
forth comparative figures for previous dates and periods to the extent
required in Form 10-Q, all certified (subject to normal year-end
adjustments) as to fairness of presentation, GAAP and consistency by a
Financial Officer of TUC;

(c) simultaneously with any delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, (i) an
unconsolidated balance sheet of TUC and the related unconsolidated
statements of income, retained earnings and cash flows as of the same
date and for the same periods applicable to the statements delivered
pursuant to paragraph (a) or (b) above, as applicable, all certified
(subject to normal year-end adjustments in the case of quarterly
statements) as to fairness of presentation, GAAP and consistency by a
Financial Officer or TUC and (i) a certificate of a Financial Officer of
TUC (B) setting forth in reasonable detail the calculations required to
establish whether TUC was in compliance with the requirements of
Sections 5.11 and 5.12 on the date of such financial statements, and (B)
stating whether any Default exists on the date of such certificate and,
if any Default then exists, setting forth the details thereof and the
action which TUC is taking or proposes to take with respect thereto;

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

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

(f) promptly upon the mailing thereof to the shareholders of
TUC generally, copies of all financial statements, reports and proxy
statements so mailed;

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

(h) if and when any member of the Controlled Group (i) gives
or is required to give notice to the PBGC of any Reportable Event with
respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or

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

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

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

SECTION 5.4. INSURANCE. It will, and will cause each of its
Subsidiaries to, maintain such insurance or self insurance, to such extent and
against such risks, including fire and other risks insured against by extended
coverage, as is customary with companies similarly situated and in the same or
similar businesses.

SECTION 5.5. TAXES, ETC. It will, and will cause each of its
Subsidiaries to, pay and discharge promptly when due all material taxes,
assessments and governmental charges imposed upon it or upon its income or
profits or in respect of its property, as well as all other material
liabilities, in each case before the same shall become delinquent or in default
and before penalties accrue thereon, unless and to the extent that the same are
being contested in good faith by appropriate proceedings and adequate reserves
with respect thereto shall, to the extent required by GAAP, have been set
aside.

SECTION 5.6. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
It will, and will cause each of its Subsidiaries to, maintain financial records
in accordance with GAAP and, upon reasonable notice and at reasonable times,
permit authorized representatives designated by any Lender to visit and inspect
its properties and to discuss its affairs, finances and condition with its
officers.

SECTION 5.7. ERISA. It will, and will cause each of its Subsidiaries
that are members of the Controlled Group to, comply in all material respects
with the applicable provisions of ERISA and the Code except where any
noncompliance, individually or in the aggregate, would not result in a Material
Adverse Change.

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SECTION 5.8. USE OF PROCEEDS. It will not, and will not cause or
permit any of its Subsidiaries to, use the proceeds of the Loans for purposes
other than as set forth below:

(i) up to $800 million of the proceeds of the Loans to
refinance the Existing TU Credit Agreements and for working capital and
other general corporate purposes, including commercial paper back-up
(and excluding the purposes described in clause (ii) below); and

(ii) up to $2.7 billion of the proceeds of the Loans solely to
finance or refinance equity or subordinated loan advances from TUC to
XxxXx 1 and XxxXx 2 to finance:

(A) consideration payable by Bidco to TEG shareholders
in respect of open market purchases;

(B) the acquisition of the Target Shares by Bidco
pursuant to the Offer;

(C) fees and expenses of TUC in relation to the
Acquisition and the negotiation, execution and
delivery of this Agreement and the Facility B
Credit Agreement;

(D) the consideration payable pursuant to the operation
by Bidco of the procedures contained in Sections
428-430 of the Companies Act; and

(E) consideration payable to TEG share options holders
pursuant to any relevant offer to them by Bidco to
purchase or cancel such share options.

SECTION 5.9. CONSOLIDATIONS, MERGERS, SALES AND ACQUISITIONS OF ASSETS
AND INVESTMENTS IN SUBSIDIARIES. TUC will not (a) consolidate or merge with or
into any person unless (i) the surviving corporation is incorporated under the
laws of a State of the United States of America and assumes or is responsible
by operation of law for all the obligations of TUC hereunder and (i) no
Default or Event of Default shall have occurred or be continuing at the time of
or after giving effect to such consolidation or merger or (a) sell, lease or
otherwise transfer, in a single transaction or in a series of transactions, all
or any Substantial part of its assets to any person or persons other than a
Wholly Owned Subsidiary. TUC will not permit any Significant Subsidiary to
consolidate or merge with or into, or sell, lease or otherwise transfer all or
any Substantial part of its assets to, any person other than TUC or a Wholly
Owned Subsidiary (or a person which as a result of such transaction becomes a
Wholly Owned Subsidiary), provided that in the case of any merger or
consolidation involving TU Electric or Enserch, such person must assume or be
responsible by operation of law for all the obligations

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54
of TU Electric or Enserch, as applicable, hereunder, and TUC will not in any
event permit any such consolidation, merger, sale, lease or transfer if any
Default or Event of Default shall have occurred and be continuing at the time
of or after giving effect to any such transaction. Notwithstanding the
foregoing, (a) neither TUC nor any of its Subsidiaries will engage to a
Substantial extent in businesses other than those currently conducted by them,
or in the case of Enserch, by Enserch and other businesses reasonably related
thereto, (a) neither TUC nor any of its Subsidiaries will acquire any
Subsidiary or make any investment in any Subsidiary if, upon giving effect to
such acquisition or investment, as the case may be, TUC would not be in
compliance with the covenants set forth in Sections 5.11 and 5.12 and (a)
nothing in this Section shall prohibit any sales of assets permitted by Section
5.10(d).

SECTION 5.10. LIMITATIONS ON LIENS. Neither TUC nor any Significant
Subsidiary will create or assume or permit to exist any Lien in respect of any
property or assets of any kind (real or personal, tangible or intangible) of
TUC or any Significant Subsidiary, or sell any such property or assets subject
to an understanding or agreement, contingent or otherwise, to repurchase such
property or assets, or sell, or permit any Significant Subsidiary to sell, any
accounts receivable; provided that the provisions of this Section shall not
prevent or restrict the creation, assumption or existence of:

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

(b) purchase money Liens (including capital leases) in respect
of property acquired by TUC or any Significant Subsidiary, to secure the
purchase price of such property (or to secure indebtedness incurred
prior to, at the time of, or within 90 days after the acquisition solely
for the purpose of financing the acquisition of such property), or Liens
existing on any such property at the time of acquisition of such
property by TUC or such Significant Subsidiary, whether or not assumed,
or any Lien in respect of property of a corporation existing at the time
such corporation becomes a Subsidiary of TUC; or agreements to acquire
any property or assets under conditional sale agreements or other title
retention agreements, or capital leases in respect of any other
property; provided that

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

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

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

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

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

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

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

(h) any Lien created or to be created by the First Mortgage of
TU Electric; or

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

(j) pledges or sales by TU Electric or Enserch of its accounts
receivable including customers' installment paper; or

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

(l) Permitted Encumbrances.

SECTION 5.11. FIXED CHARGE COVERAGE. TUC will not, as of the end of
each quarter of each fiscal year of TUC, permit Consolidated Earnings Available
for Fixed Charges for the twelve months then ended to be less than or equal to
150% of Consolidated Fixed Charges for the twelve months then ended.

SECTION 5.12. EQUITY CAPITALIZATION RATIO. TUC will not at any time
during any period specified below permit Consolidated Shareholders' Equity to
be less than the percentage of Consolidated Total Capitalization set forth
below next to such period:

============================================================
Period Percentage
------------------------------------------------------------

Until but excluding 6-30-99 26%
------------------------------------------------------------
6-30-99 to but excluding 6-30-00 30%
------------------------------------------------------------
6-30-00 and thereafter 35%
============================================================

SECTION 5.13. RESTRICTIVE AGREEMENTS. TUC will not, and will not
permit TU Electric, Enserch or any other Subsidiary of TUC with respect to
which TU Electric or Enserch is also a Subsidiary to, enter into any agreement
restricting the ability of such Subsidiary to make payments, directly or
indirectly, to its shareholders by way of dividends, advances, repayments of
loans or advances, reimbursements of management and other intercompany charges,
expenses and accruals or other returns on investments or any other agreement or
arrangement that restricts the ability of such Subsidiary to make any payment,
directly or indirectly, to its shareholders if the effect of such agreement it
to subject such Subsidiary to restrictions on such payments greater than those
to which such Subsidiary is subject on the date of this Agreement.

SECTION 5.14. THE OFFER. At all times prior to the end of the
Revolving Period, TUC shall:

(i) cause Bidco, until the earlier of the date the Offer
lapses or is finally closed, to comply in all material respects with the
City Code, the Financial Services Xxx 0000 (UK) and the Companies Act
and all other applicable laws and regulations relevant in the context of
the Offer;

(ii) cause Bidco to provide the Administrative Agent with such
information regarding the progress of the Offer as it may reasonably
request and, provided no breach

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of the City Code would result, all material written advice given to it
in respect of the Offer;

(iii) not cause or permit Bidco to declare the Offer
unconditional at a level of acceptances below that required by Rule 10
of the City Code;

(iv) cause Bidco to ensure that at no time shall circumstances
arise whereby a mandatory offer is required to be made by the terms of
Rule 9 of the City Code in respect of the Target Shares;

(v) not cause or permit Bidco, without the prior consent of
the Administrative Agent (acting on the instructions of the Required
Lenders), to waive, amend or agree or decide not to enforce, in whole or
in part, the conditions of the Offer set out in paragraph (c) (Referral)
of Appendix 1 to the Offer Press Release;

(vi) not cause or permit Bidco, without the prior consent of
the Administrative Agent (acting on the instructions of the Required
Lenders), such consent not to be unreasonably withheld or delayed, to
waive, amend (but not including extending the Offer period, which shall
be at Bidco's discretion provided that the Offer is closed within the
period required by paragraph (ix) below of this Section 5.14) or agree
or decide not to invoke, in whole or in part, in any material respect,
any of the other material conditions of the Offer (and the Borrowers
acknowledge that the total indebtedness of the TEG Group requiring to be
refinanced, and the amount of any contingent liabilities of the TEG
Group which would or might crystallize upon the Offer becoming
unconditional, are material), provided that TUC shall not be in breach
of this paragraph (vi) if it fails to cause Bidco to invoke a condition
of the Offer because the Takeover Panel has directed that Bidco may not
do so;

(vii) cause Bidco to keep the Joint Lead Arrangers informed and
consult with them as to:

(A) the terms of any undertaking or assurance proposed
to be given by it, any of its Affiliates or any member of the TEG
Group to the Director General of Electricity Supply, the Director
General of Gas Supply or the Secretary of State for Trade and
Industry in connection with the Offer;

(B) the terms of any modification to any of the
Licenses proposed in connection with the Offer; and

(C) any terms proposed in connection with any
authorization or determination necessary or appropriate in
connection with the Offer;

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(viii) within 15 days of the date on which acceptances of the
Offer are received from holders of not less than 90% of the Target
Shares, procure that a director of Bidco issues a statutory declaration
pursuant to section 429(4) of the Companies Act, gives notice to all
remaining holders of Target Shares that it intends to acquire their
Target Shares pursuant to section 429 of the Companies Act and cause
Bidco subsequently to purchase all such Target Shares; and

(ix) in any event give notice to close the Offer no less than
120 days after the date of this Agreement, unless the Required Lenders
agree in their discretion to extend such period.

ARTICLE VI
EVENTS OF DEFAULT

In case of the happening of any of the following events (each an "EVENT
OF DEFAULT") (provided that subsection (g) below shall not apply to any member
of the TEG Group at any time prior to the 120th day following the Unconditional
Date):

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

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

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

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

(e) default shall be made by any Borrower in the due
observance or performance of any covenant, condition or agreement
contained in Section 5.09 and such default shall continue unremedied for
a period of 5 days or default shall be made by any Borrower in the due
observance or performance of any covenant, condition or agreement
contained herein (other than those specified in (b), (c) or (d) above)
or in the Letter Agreement and such default shall continue unremedied
for a period of 30 days after

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notice thereof from the Administrative Agent at the request of any
Lender to such Borrower;

(f) TUC shall no longer own, directly or indirectly, all the
outstanding common stock of TU Electric (or any successor) and at least
51% of the outstanding common stock of Enserch (or any successor);

(g) any Borrower or any Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any
Indebtedness in a principal amount in excess of $40,000,000, when and as
the same shall become due and payable, subject to any applicable grace
periods, or (i) fail to observe or perform any other term, covenant,
condition or agreement contained in any agreement or instrument
evidencing or governing any such Indebtedness if the effect of any
failure referred to in this clause (ii) is to cause, or to permit the
holder or holders of such Indebtedness or a trustee on its or their
behalf to cause, such Indebtedness to become due prior to its stated
maturity;

(h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction
seeking (i) relief in respect of TUC or any Significant Subsidiary, or
of a substantial part of the property or assets of TUC or any
Significant Subsidiary, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal or state
bankruptcy, insolvency, receivership or similar law, (i) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar
official for TUC or any Significant Subsidiary or for a substantial part
of the property or assets of TUC or any Significant Subsidiary or (i)
the winding up or liquidation of TUC or any Significant Subsidiary; and
such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall be
entered;

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

(j) A Change in Control shall occur;

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

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

then, and in every such event, and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrowers, take either or both of the
following actions, at the same or different times: (i) terminate forthwith the
right of any or all of the Borrowers to borrow pursuant to the Commitments and
(i) declare the Loans of any or all of the Borrowers then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of such Borrower accrued
hereunder, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, anything contained herein to the contrary notwithstanding; provided
that in the case of any event described in paragraph (h) or (i) above with
respect to any Borrower, the Commitments of the Lenders with respect to such
Borrower shall automatically terminate and the principal of the Loans then
outstanding of the Borrower with respect to which such event has occurred,
together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of such Borrower accrued hereunder shall automatically become
due and payable, without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by such Borrower, anything
contained herein to the contrary notwithstanding; and provided further, that
the remedies described in clauses (i) and (ii) above may be exercised with
respect to the Offer Loans and the Offer Commitments during the Revolving
Period only if an Event of Default that is also a Major Default shall have
occurred and be continuing.

ARTICLE VII
THE AGENTS

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

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

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

The Lenders hereby acknowledge that the Agents shall be under no duty to
take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so
by the Required Lenders.

Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders
and the Borrowers. Upon any such resignation, the Required Lenders shall have
the right to appoint a successor Agent acceptable to the Borrowers. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its

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

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

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

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

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ARTICLE VIII
MISCELLANEOUS

SECTION 8.1. NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed or sent by telecopy, as follows:

(a) if to any Borrower, to Texas Utilities Company, Energy
Plaza, 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention of
Xxxxx Xxxxxxxx, Manager of Corporate Finance and Compliance (Telecopy
No. 214-812-2488);

(b) if to the CAF Agent, to The Chase Manhattan Bank, Loan and
Agency Services Group, One Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention of Xxxxx Xxxxxxxx (Telecopy No. 000-000-0000,
with a copy to The Chase Manhattan Bank at 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention of Xxxxxx Xxxxx (Telecopy No. 212-270-1354);

(c) if to the Administrative Agent, to Chase Bank of Texas,
National Association, 0000 Xxxx Xxxxxx 0xx Xxxxx, Xxxxxx XX 00000,
Attention of Xxxxx Xxxx (Telecopy No. 214-965-2990); and

(d) if to a Lender, to it at its address (or telecopy number)
set forth in the Administrative Questionnaire delivered to the
Administrative Agent by such Lender in connection with the execution of
this Agreement or previously or in the Assignment and Acceptance
pursuant to which such Lender became a party hereto.

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

SECTION 8.2. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and shall survive the making by the Lenders of the Loans regardless of
any investigation made by the Lenders or on their behalf, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any Fee or any other amount payable under this Agreement is
outstanding and unpaid or the Commitments have not been terminated.

SECTION 8.3. BINDING EFFECT. This Agreement shall become effective
when it shall have been executed by the Borrowers and each Agent and when the
Administrative Agent shall

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have received copies hereof (telecopied or otherwise) which, when taken
together, bear the signature of each Lender, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrowers shall not have the right to
assign any rights hereunder or any interest herein without the prior consent of
all the Lenders.

SECTION 8.4. SUCCESSORS AND ASSIGNS. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any party that are contained in this
Agreement shall bind and inure to the benefit of its successors and assigns.

(b) Each Lender may assign to one or more assignees all or a portion
of its interests, rights and obligations under this Agreement (including all or
a portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate of such Lender, an assignment to a Federal Reserve Bank or an
assignment made at any time an Event of Default shall have occurred and be
continuing, the Borrowers and the Agents must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld), (i) the
amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $15,000,000, (i) each such assignment shall be of a constant, and
not a varying, percentage of all the assigning Lender's rights and obligations
under this Agreement, (i) the parties to each such assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, and a
processing and recordation fee of $3,000 (provided that, in the case of
simultaneous assignment of interests under one or more of this Agreement and
the Facility B Credit Agreement, the aggregate fee shall be $3,000), and (i)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire. Upon acceptance and recording pursuant
to Section 8.04(e), from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five Business
Days after the execution thereof unless otherwise agreed by the Administrative
Agent (the Borrowers to be given reasonable notice of any shorter period), (B)
the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and (B) the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of
an assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto (but shall continue to be entitled to the
benefits of Sections 2.12, 2.17 and 8.05 afforded to such Lender prior to its
assignment as well as to any Fees accrued for its account hereunder and not yet
paid)). Notwithstanding the foregoing, any Lender assigning its rights and
obligations under this Agreement may retain any Competitive Loans made by it
outstanding at such time, and in such case shall retain its rights hereunder in
respect of any Loans so retained until such Loans have been repaid in full in
accordance with this Agreement.

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

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

(e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee together with an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of the Borrowers
and the Agents to such assignment, the Administrative Agent shall (i) accept
such Assignment and Acceptance and (i) record the information contained therein
in the Register.

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(f) Each Lender may without the consent of the Borrowers or the
Agents sell participations to one or more banks or other entities in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided, however, that
(i) such Lender's obligations under this Agreement shall remain unchanged, (i)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (i) each participating bank or other entity
shall be entitled to the benefit of the cost protection provisions contained in
Sections 2.12, 2.17 and 8.05 to the same extent as if it were the selling
Lender (and limited to the amount that could have been claimed by the selling
Lender had it continued to hold the interest of such participating bank or
other entity), except that all claims made pursuant to such Sections shall be
made through such selling Lender, and (i) the Borrowers, the Agents and the
other Lenders shall continue to deal solely and directly with such selling
Lender in connection with such Lender's rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrowers under this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers (x) decreasing any fees payable hereunder
or the amount of principal of, or the rate at which interest is payable on, the
Loans, (y) extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or (z) extending the Commitments).

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

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

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

SECTION 8.5. EXPENSES; INDEMNITY. (a) The Borrowers agree to pay all
reasonable out-of-pocket expenses incurred by the Agents in connection with
entering into this Agreement or in connection with any amendments,
modifications or waivers of the provisions hereof (but only if such amendments,
modifications or waivers are requested by a Borrower) (whether or

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67
not the transactions hereby contemplated are consummated), or incurred by the
Agents or any Lender in connection with the enforcement of their rights in
connection with this Agreement or in connection with the Loans made hereunder,
including the reasonable fees and disbursements of counsel for the Agents or,
in the case of enforcement following an Event of Default, the Lenders.

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

(c) The Borrowers agree to indemnify the Agents, each Lender, each of
their Affiliates and the directors, officers, employees and agents of the
foregoing (each such person being called an "INDEMNITEE") against, and to hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel fees and expenses, incurred
by or asserted against any Indemnitee arising out of (i)the consummation of the
transactions contemplated by this Agreement, including the Acquisition, (i) the
use of the proceeds of the Loans or (i) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto, including any of the foregoing arising from the negligence,
whether sole or concurrent, on the part of any Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses,

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68
claims, damages, liabilities or related expenses (i) are determined by a final
judgment of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (i) result from any
litigation brought by such Indemnitee against the Borrowers or by any Borrower
against such Indemnitee, in which a final, nonappealable judgment has been
rendered against such Indemnitee; provided, further, that each Borrower agrees
that it will not, nor will it permit any Subsidiary to, without the prior
written consent of each Indemnitee, settle, compromise or consent to the entry
of any judgment in any pending or threatened claim, action, suit or proceeding
in respect of which indemnification could be sought under the indemnification
provisions of this Section 8.05(c) (whether or not any Indemnitee is an actual
or potential party to such claim, action, suit or proceeding), unless such
settlement, compromise or consent does not include any statement as to an
admission of fault, culpability or failure to act by or on behalf of any
Indemnitee and does not involve any payment of money or other value by any
Indemnitee or any injunctive relief or factual findings or stipulations binding
on any Indemnitee.

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

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

SECTION 8.6. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the relevant Borrower against any of and all
the obligations of such Borrower now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made
any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.

SECTION 8.7. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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SECTION 8.8. WAIVERS; AMENDMENT. (a) No failure or delay of either
Agent or any Lender in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Agents and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies which
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on any Borrower or any Subsidiary in any case shall
entitle such party to any other or further notice or demand in similar or other
circumstances.

(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan, without the prior
written consent of each Lender affected thereby, (i) increase any Commitment or
decrease the Facility Fee of any Lender without the prior written consent of
such Lender, or (i) amend or modify the provisions of Section 2.14 or Section
8.04(h), the provisions of this Section or the definition of the "Required
Lenders", without the prior written consent of each Lender; provided further,
however, that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent or the CAF Agent hereunder without
the prior written consent of the Administrative Agent or the CAF Agent, as the
case may be. Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section and any consent by any Lender pursuant
to this Section shall bind any assignee of its rights and interests hereunder.

SECTION 8.9. ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING THE SCHEDULES
AND EXHIBITS HERETO) AND THE LETTER AGREEMENT CONSTITUTE A "LOAN AGREEMENT" AS
DEFINED IN SECTION 26.02(A) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND
REPRESENT THE ENTIRE CONTRACT AMONG THE PARTIES RELATIVE TO THE SUBJECT MATTER
HEREOF AND THEREOF. ANY PREVIOUS AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT
LIMITATION, THE EXISTING TU CREDIT AGREEMENTS, IS SUPERSEDED BY THIS AGREEMENT
AND THE LETTER AGREEMENT. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO
CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO ANY RIGHTS, REMEDIES,
OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.

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SECTION 8.10. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

SECTION 8.11. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 8.03.

SECTION 8.12. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

SECTION 8.13. INTEREST RATE LIMITATION. (a) Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law
(collectively the "CHARGES"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged,
received, taken or reserved by any Lender, shall exceed the maximum lawful rate
(the "MAXIMUM RATE") which may be contracted for, charged, taken, received or
reserved by such Lender in accordance with applicable law, the rate of interest
payable on the Loans of such Lender, together with all Charges payable to such
Lender, shall be limited to the Maximum Rate.

(b) If the amount of interest, together with all Charges, payable for
the account of any Lender in respect of any interest computation period is
reduced pursuant to paragraph (a) of this Section and the amount of interest,
together with all Charges, payable for such Lender's account in respect of any
subsequent interest computation period, computed pursuant to Section 2.07,
would be less than the Maximum Rate, then the amount of interest, together with
all Charges, payable for such Lender's account in respect of such subsequent
interest computation period shall, to the extent permitted by applicable law,
be automatically increased to such Maximum Rate; provided that at no time shall
the aggregate amount by which interest paid for the account of any Lender has
been increased pursuant to this paragraph (b) exceed the aggregate amount by
which interest, together with all Charges, paid for its account has theretofore
been reduced pursuant to paragraph (a) of this Section.

SECTION 8.14. JURISDICTION; VENUE. (a) Each Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any

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71
such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Subject to the foregoing and to
paragraph (b) below, nothing in this Agreement shall affect any right that any
party hereto may otherwise have to bring any action or proceeding relating to
this Agreement against any other party hereto in the courts of any
jurisdiction.

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

SECTION 8.15. CONFIDENTIALITY. Each Lender shall use its best efforts
to hold in confidence all information, memoranda, or extracts furnished to such
Lender (directly or through the Agents) by the Borrowers hereunder or in
connection with the negotiation hereof; provided that such Lender may disclose
any such information, memoranda or extracts (i) to its accountants or counsel,
(i) to any regulatory agency having authority to examine such Lender, (i) as
required by any legal or governmental process or otherwise by law, (i) except
as provided in the last sentence of Section 5.03, to any person to which such
Lender sells or proposes to sell an assignment or a participation in its Loans
hereunder, if such other person agrees for the benefit of the Borrowers to
comply with the provisions of this Section and (i) to the extent that such
information, memoranda or extracts shall be publicly available or shall have
become known to such Lender independently of any disclosure by any Borrower
hereunder or in connection with the negotiation hereof. Notwithstanding the
foregoing, any Lender may disclose the provisions of this Agreement and the
amounts, maturities and interest rates of its Loans to any purchaser or
potential purchaser of such Lender's interest in any Loan.

[Signature pages follow]

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72
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

TEXAS UTILITIES COMPANY

By /s/ Texas Utilities Company
--------------------------------------------------
Name:
Title:

TEXAS UTILITIES ELECTRIC COMPANY

By /s/ Texas Utilities Electric Company
--------------------------------------------------
Name:
Title:

ENSERCH CORPORATION

By /s/ ENSERCH Corporation
--------------------------------------------------
Name:
Title:

S-1
73

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Administrative Agent

By /s/ Chase Bank of Texas, National Association
--------------------------------------------------
Name:
Title:

S-2
74

THE CHASE MANHATTAN BANK,
individually and as Competitive Advanced Facility
Agent

By /s/ The Chase Manhattan Bank
--------------------------------------------------------
Name:
Title:

S-3
75

LENDERS:

XXXXXX COMMERCIAL PAPER INC.

By /s/ Xxxxxx Commercial Paper Inc.
--------------------------------------------------------
Name:
Title:

X-0
00

XXXXXXX XXXXX CAPITAL CORPORATION

By /s/ Xxxxxxx Xxxxx Capital Corporation
---------------------------------------------------------
Name:
Title:

S-5
77
EXHIBIT A-1

FORM OF COMPETITIVE BID REQUEST

The Chase Manhattan Bank,
as Competitive Advance Facility Agent
for the Lenders referred to below,
x/x Xxx Xxxxx Xxxxxxxxx Bank
Loan and Agency Services Group
One Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxx Xxxxxxxx
Telecopy: 000-000-0000

Dear Ladies and Gentlemen:

The undersigned, [Texas Utilities Company][Texas Utilities Electric
Company], [Enserch Corporation] (the "BORROWER"), refers to the 364-Day
Competitive Advance and Revolving Credit Facility Agreement, dated as of March
2, 1998 (as it may hereafter be amended, modified, extended or restated from
time to time, the "AGREEMENT"), among the Borrower, [Texas Utilities Company]
[Texas Utilities Electric Company], [Enserch Corporation], the Lenders named
therein, Chase Bank of Texas, National Association, as Administrative Agent,
and The Chase Manhattan Bank, as Competitive Advance Facility Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement. The Borrower hereby gives
you notice pursuant to Section 2.03(a) of the Agreement that it requests a
Competitive Borrowing under the Agreement, and in that connection sets forth
below the terms on which such Competitive Borrowing is requested to be made:

(A) Date of Competitive Borrowing (which is a Business Day)
----------
(B) Principal amount of aggregate Competitive Borrowing(1)
-----------
1. Principal amount of Competitive Borrowing
comprised of Offer Loans
----------------
2. Principal amount of Competitive Borrowing
comprised of General Loans
----------------
(C) Interest rate basis(2)
----------------

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

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

(2) Eurodollar Loan or Fixed Rate Loan.

FACILITY A CREDIT AGREEMENT
78
A-1-2

(D) Interest Period and the last day thereof(3)
----------------

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

Very truly yours,

[TEXAS UTILITIES COMPANY,]
[TEXAS UTILITIES ELECTRIC COMPANY,]
[ENSERCH CORPORATION,]

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

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

(3) Which shall be subject to the definition of INTEREST PERIOD and end
not later than the Maturity Date.

FACILITY A CREDIT AGREEMENT
79
EXHIBIT A-2

FORM OF NOTICE OF COMPETITIVE BID REQUEST

[Name of Lender]
[Address]
New York, New York

[Date]
Attention: [ ]

Dear Ladies and Gentlemen:

Reference is made to the 364-Day Competitive Advance and Revolving
Credit Facility Agreement, dated as of March 2, 1998 (as it may hereafter be
amended, modified, extended or restated from time to time, the "AGREEMENT"),
among [Texas Utilities Company][Texas Utilities Electric Company], [Enserch
Corporation] (the "BORROWER"), [Texas Utilities Company][Texas Utilities
Electric Company], [Enserch Corporation], the Lenders named therein, Chase Bank
of Texas, National Association, as Administrative Agent and the Chase Manhattan
Bank, as Competitive Advance Facility Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Agreement. The Borrower made a Competitive Bid Request on __________,
[___], pursuant to Section 2.03(a) of the Agreement, and in that connection you
are invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive
Bid must comply with Section 2.03(b) of the Agreement and the terms set forth
below on which the Competitive Bid Request was made:

(A) Date of Competitive Borrowing
--------------
(B) Principal amount of Competitive Borrowing
--------------

1. Principal amount of Competitive Borrowing
comprised of Offer Loans
--------------

2. Principal amount of Competitive Borrowing
comprised of General Loans
--------------

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

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

FACILITY A CREDIT AGREEMENT
80
A-2-2

(D) Interest Period and the last day thereof
--------------

Very truly yours,

The Chase Manhattan Bank,
as Competitive Advance Facility Agent,

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

FACILITY A CREDIT AGREEMENT
81
EXHIBIT A-3

FORM OF COMPETITIVE BID

Attention: Xxxxx Xxxxxxxx
Telecopy: 000-000-0000
[Date]

Attention: [ ]

Dear Ladies and Gentlemen:

The undersigned, [Name of Lender], refers to the 364-day Competitive
Advance and Revolving Credit Facility Agreement, dated as of March 2, 1998 (as
it may hereafter be amended, modified, extended or restated from time to time,
the "AGREEMENT"), among [Texas Utilities Company][Texas Utilities Electric
Company], [Enserch Corporation] (the "BORROWER"), [Texas Utilities
Company][Texas Utilities Electric Company], [Enserch Corporation], the Lenders
named therein, Chase Bank of Texas, National Association, as Administrative
Agent and The Chase Manhattan Bank, as Competitive Advance Facility Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement. The undersigned hereby makes
a Competitive Bid pursuant to Section 2.03(b) of the Agreement, in response to
the Competitive Bid Request made by the Borrower on ___________, [____], and in
that connection sets forth below the terms on which such Competitive Bid is
made:

(A) Principal Amount(1)
--------------
(B) Competitive Bid Rate(2)
--------------

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

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

(2) i.e., LIBO Rate + or - __%, in the case of Eurodollar Loans or ___%, in
the case of Fixed Rate Loans.

FACILITY A CREDIT AGREEMENT
82
A-3-2

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

Very truly yours,

[NAME OF LENDER],

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

FACILITY A CREDIT AGREEMENT
83
EXHIBIT A-4

FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

[Date]

Attention: Xxxxx Xxxxxxxx
Telecopy: 000-000-0000

Dear Ladies and Gentlemen:

The undersigned, [Texas Utilities Company][Texas Utilities Electric
Company], [Enserch Corporation], (the "BORROWER"), refers to the 364-Day
Competitive Advance and Revolving Credit Facility Agreement, dated as of March
2, 1998 (as it may hereafter be amended, modified, extended or restated from
time to time, the "AGREEMENT"), among the Borrower, [Texas Utilities Company]
[Texas Utilities Electric Company], [Enserch Corporation], the Lenders named
therein, Chase Bank of Texas, as Administrative Agent and The Chase Manhattan
Bank, as Competitive Advance Facility Agent for the Lenders.

In accordance with Section 2.03(c) of the Agreement, we have received a
summary of bids in connection with our Competitive Bid Request dated
_____________, 19[ ], and in accordance with Section 2.03(d) of the Agreement,
we hereby accept the following bids for maturity on [date]:

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

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

We hereby reject the following bids:

FACILITY A CREDIT AGREEMENT
84
A-4-2

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

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

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

Very truly yours,

[TEXAS UTILITIES COMPANY,]
[TEXAS UTILITIES ELECTRIC COMPANY,]
[ENSERCH CORPORATION,]

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

FACILITY A CREDIT AGREEMENT
85
EXHIBIT A-5

FORM OF STANDBY BORROWING REQUEST

Chase Bank of Texas, National Association,
as Administrative Agent for the Lenders referred to below,
0000 Xxxx Xxxxxx, 0xx xxxxx
Xxxxxx, XX 00000

Attention: Xxxxx Xxxx
Telecopy: (000) 000-0000
[Date]

Dear Ladies and Gentlemen:

The undersigned, [Texas Utilities Company][Texas Utilities Electric
Company], [Enserch Corporation] (the "BORROWER"), refers to the 364-Day
Competitive Advance and Revolving Credit Facility Agreement dated as of March
2, 1998 (as it may hereafter be amended, modified, extended or restated from
time to time, the "AGREEMENT"), among the Borrower, [Texas Utilities
Company][Texas Utilities Electric Company], [Enserch Corporation], the Lenders
named therein, Chase Bank of Texas, National Association, as Administrative
Agent and The Chase Manhattan Bank, as Competitive Advance Facility Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement. The Borrower hereby gives
you notice pursuant to Section 2.04 of the Agreement that it requests a Standby
Borrowing under the Agreement, and in that connection sets forth below the
terms on which such Standby Borrowing is requested to be made:

(A) Date of Standby Borrowing (which is a Business Day)
-------------
(B) Principal amount of Standby Borrowing(1)
-------------
1. Principal amount of Standby Borrowing
comprised of Offer Loans
-------------
2. Principal amount of Standby Borrowing
comprised of General Loans
-------------
(C) Interest rate basis(2)
-------------

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

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

(2) Eurodollar Loan or ABR Loan.

FACILITY A CREDIT AGREEMENT
86
A-5-2

(D) Interest Period and the last day thereof(3)
-------------
(E) The Standby Borrowing will [not] comprise
Offer Loans.
-------------

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

Very truly yours,

[TEXAS UTILITIES COMPANY,]
[TEXAS UTILITIES ELECTRIC COMPANY,]
[ENSERCH CORPORATION,]

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

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

(3) Which shall be subject to the definition of INTEREST PERIOD and end
not later than the Maturity Date.

FACILITY A CREDIT AGREEMENT
87
EXHIBIT B
ADMINISTRATIVE QUESTIONNAIRE
TEXAS UTILITIES COMPANY
TEXAS UTILITIES ELECTRIC COMPANY
ENSERCH CORPORATION

PLEASE FORWARD THIS COMPLETED
FORM AS SOON AS POSSIBLE TO:

Xxxxx XxXxxxxxx: Fax (000) 000-0000

PLEASE TYPE ALL INFORMATION.

Agent: Chase Bank of Texas, National Association
000 Xxxxxx Xxxxxx, 0-XXX-X 00
Xxxxxxx, Xxxxx 00000

Telex:

Chase Securities Inc.
Syndications
Telecopier: (000) 000-0000/Alt. Fax (000) 000-0000

Chase Securities Inc.
Syndications
Contacts: Xxxxxxx Xxxxx Phone: (000) 000-0000
Xxx X. Xxxxxxxxxxx Phone: (000) 000-0000
Xxxxx XxXxxxxxx Phone: (000) 000-0000

Operations: Xxxx Xxxxxxx Phone: (000) 000-0000
Letters of Credit: Xxxx Xxxxxxx Phone: (000) 000-0000

FACILITY A CREDIT AGREEMENT
88
B-2

Competitive Auction
Contact: The Chase Manhattan Bank
Xxxxx Xxxxxxxx Phone: (000) 000-0000
Fax: (000) 000-0000

Full Legal Name of your Institution:
--------------------------------------------

Hard-copy documents, notices and periodic financial statements of the Borrower
should be sent to the following account officer designated by your bank:

Officer's Name:
-----------------------------------------------------------------

Title:
--------------------------------------------------------------------------

Xxxxxx Xxxxxxx (Xx X.X. Xxxxx xxxxxx):
------------------------------------------

Xxxx, Xxxxx, Xxx:
---------------------------------------------------------------

Phone #:
------------------------------------------------------------------------

Telefax #:
----------------------------------------------------------------------

FACILITY A CREDIT AGREEMENT
89
B-3

PRIMARY CONTACT INFORMATION

We will send all telecopies regarding time-critical information (drawdowns,
option changes, payments, etc.) to the Primary or Alternate Contact at the
banking location you designate.

1. Your bank's primary contact for telefaxes concerning borrowings, options
on interest rates, etc.:

Primary Telephone Telefax
Name Number Number
-------- -------- ------

Alternate Name/ Telephone Telefax
Phone No. Number Number
---------------- ---------- ------

If at any time any of the above information changes, please advise.

Publicity: Under what name would you prefer your institution to appear in
any future advertisements?

FACILITY A CREDIT AGREEMENT
90
B-4

Movement of Funds: TO US: Wire Fed Funds to:

Chase Bank of Texas, National Association
ABA # 000000000
for account number # 0000-000-0000
Attention: Xxxx Xxxxxxx/Loan Syndication Services
Reference: TEXAS UTILITIES COMPANY
TEXAS UTILITIES ELECTRIC COMPANY
ENSERCH CORPORATION

TO YOU: Wire Fed Funds to:

NAME:
ABA #
For Credit To:
Attention:
Reference:

Other:

If buyer is purchasing Letter of Credit facility as part of this
participation/syndication, please provide the information below:

L/C contact name:
---------------------------------------------------------------

Street Address:
---------------------------------------------------------------

City, State, Zip:
---------------------------------------------------------------

Phone #:
---------------------------------------------------------------

Telefax #:
---------------------------------------------------------------

Wire Fed Funds to:

NAME:
ABA #
For Credit To:
Attention:
Reference:
----------------------------------------------------

FACILITY A CREDIT AGREEMENT
91
B-5

PLEASE COMPLETE THE FOLLOWING INFORMATION
FOR COMPETITIVE AUCTIONS ONLY

PRIMARY CONTACT
COMPETITIVE AUCTIONS

Bank Name:
----------------------------------------------------------------------

Address:
------------------------------------------------------------------------

Primary Contact:
----------------------------------------------------------------

Department:
---------------------------------------------------------------------

Telephone Number:
---------------------------------------------------------------

Telefax Number:
-----------------------------------------------------------------

ALTERNATE CONTACT
COMPETITIVE AUCTIONS

Alternate Contact:
--------------------------------------------------------------

Department:
----------------------------------------------------------------------

Telephone Number:
---------------------------------------------------------------

Telefax Number:
-----------------------------------------------------------------

FACILITY A CREDIT AGREEMENT
92
B-6

PLEASE COMPLETE THE FOLLOWING INFORMATION
FOR COMPETITIVE AUCTIONS ONLY

PRIMARY CONTACT
COMPETITIVE AUCTIONS

Bank Name:
----------------------------------------------------------------------

Address:
------------------------------------------------------------------------

Primary Contact:
----------------------------------------------------------------

Department:
---------------------------------------------------------------------

Telephone Number:
---------------------------------------------------------------

Telefax Number:
-----------------------------------------------------------------

ALTERNATE CONTACT
COMPETITIVE AUCTIONS

Alternate Contact:
--------------------------------------------------------------

Department:
----------------------------------------------------------------------

Telephone Number:
---------------------------------------------------------------

Telefax Number:
-----------------------------------------------------------------

FACILITY A CREDIT AGREEMENT
93
EXHIBIT C

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

Dated: __________, 19__

Reference is made to the 364-Day Competitive Advance and Revolving
Credit Facility Agreement, dated as of March 2, 1998 (as amended, modified,
extended or restated from time to time, the "AGREEMENT"), among Texas Utilities
Company, Texas Utilities Electric Company, Enserch Corporation (collectively,
the "BORROWERS"), the lenders listed in Schedule 2.01 thereto (the "LENDERS"),
Chase Bank of Texas, National Association, as Administrative Agent and The
Chase Manhattan Bank, as Competitive Advance Facility Agent for the Lenders.
Terms defined in the Agreement are used herein with the same meanings.

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

2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in
Section 2.17(g) of the Agreement, duly completed and executed by such Assignee,
(ii) if the Assignee is not already a Lender under the Agreement, an
Administrative Questionnaire in the form of Exhibit B to the Agreement and
(iii) a processing and recordation fee of $3,000.

FACILITY A CREDIT AGREEMENT
94
C-2

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

Date of Assignment:

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

Legal Name of Assignor:

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

Legal Name of Assignee:

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

Assignee's Address for Notices:

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

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

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

FACILITY A CREDIT AGREEMENT
95
C-3

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

Commitment Assigned: $____________ __________%

Standby Loans: $____________ __________%

Competitive Loans: $____________ __________%

Fees Assigned (if $____________ __________%

FACILITY A CREDIT AGREEMENT
96
C-4

The terms set forth and on the reverse Accepted:
side hereof are hereby agreed to: TEXAS UTILITIES COMPANY

, as By:
-------------------- --------------------------------
Assignor Name:
Title:
By: , as
-------------------------
Name: TEXAS UTILITIES ELECTRIC
Title: COMPANY

, as
--------------------
Assignee, By:
--------------------------------
Name:
By: , as Title:
-------------------------
Name:
Title: ENSERCH CORPORATION

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent

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

THE CHASE MANHATTAN BANK, as
CAF Agent

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

FACILITY A CREDIT AGREEMENT
97
EXHIBIT D-1

[LETTERHEAD OF]

XXXX & PRIEST LLP

_____ __, 1998

To the Lenders listed on
Schedule 2.01 of each
Credit Agreements referred to below
and from time to time party to such Credit Agreements

Ladies and Gentlemen:

We advise you that we have acted as counsel to Texas Utilities Company,
a Texas Corporation ("TUC"), Texas Utilities Electric Company, a Texas
corporation ("TU ELECTRIC") and Enserch Corporation ("ENSERCH") in connection
with the 364-Day Competitive Advance and Revolving Credit Facility Agreement
and the 5-Year Competitive Advance and Revolving Credit Facility Agreement
(collectively, the "CREDIT AGREEMENTS"), each dated as of March 2, 1998, among,
TUC, TU Electric, Enserch Corporation, Chase Bank of Texas, National
Association, as Administrative Agent, The Chase Manhattan Bank, as Competitive
Advance Facility Agent, and the banks listed on Schedule 2.01 thereof (the
"LENDERS"), and have participated in the preparation of or have examined and
are familiar with (a) the current financial statements and reports filed by
TUC, TU Electric and Enserch with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, (b) the Credit
Agreements, (C) the articles of incorporation and by-laws of TUC, TU Electric
and Enserch and (d) such other records and documents as we have deemed
necessary for the purposes of this opinion.

As to those matters stated herein to be "to our knowledge" or "known to
us" such examination has been limited to discussions with and certificates from
officers of TUC and TU Electric and Enserch and we have not conducted any
independent investigation or verification or taken any action beyond such
discussions and certificates, nor made any search of the records of any
Governmental Authority with respect to such matters.

Capitalized terms used in this opinion and not defined herein shall have
the respective meanings assigned thereto in the Credit Agreements. This
opinion is delivered to you pursuant to Section 4.01(c) of the Credit
Agreements.

We are members of the New York Bar and do not hold ourselves out as
experts on the laws of the State of Texas. As to all matters of Texas law
(including incorporation of TUC,

FACILITY A CREDIT AGREEMENT
98
D-1-2

TU Electric and Enserch, titles to properties, franchises, licenses and
permits) we have, with your consent, relied upon an opinion of even date
herewith delivered to you by Xxxxxxx, Xxxxxxxx & Xxxxxxxxxx, L.L.P., general
counsel for TUC, TU Electric and Enserch. While we represent TUC and TU
Electric on a regular basis, our engagement has been limited to specific
matters as to which we were consulted. We have no direct knowledge of the day-
to-day affairs of TUC, TU Electric or Enserch and have not reviewed generally
their business affairs. Accordingly, we are relying upon representations of
TUC, TU Electric and Enserch contained in the Credit Agreements, in
certificates furnished pursuant thereto, and in certificates furnished to us by
officers of TUC, TU Electric and Enserch.

For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies, (iii) the
genuineness of all signatures other than on behalf of TUC, TU Electric and
Enserch, (iv) the legal capacity of natural persons, (v) the power, corporate
or otherwise, of all parties other than TUC, TU Electric and Enserch to enter
into and to perform all of their obligations under such documents, and (vi) the
due authorization, execution and delivery of all documents by all parties other
than TUC, TU Electric and Enserch.

Based on the foregoing, we are of the opinion that:

1. Each of TUC, TU Electric and Enserch (i) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Texas, (ii) has all requisite power and authority to own its property and
assets and to carry on its business as now conducted, (iii) is qualified to do
business in every jurisdiction within the United States where such
qualification is required, except where the failure so to qualify would not
result in a Material Adverse Change, and (iv) has all requisite corporate power
and authority to execute, deliver and perform its obligations under the Credit
Agreements and to borrow funds thereunder.

2. The execution, delivery and performance by each of TUC, TU Electric
and Enserch of the Credit Agreements and the Borrowings by each of them
thereunder (collectively, the "TRANSACTIONS") and the consummation of the
Acquisition (i) have been duly authorized by all requisite corporate action and
(ii) will not (a) violate (1) any law, statute, rule or regulation presently
binding on or applicable to TUC, TU Electric or Enserch, or the articles of
incorporation, as amended, or by-laws of TUC, TU Electric or Enserch, (2) to
our knowledge, any order of any Governmental Authority presently applicable to
TUC, TU Electric or Enserch or (3) any provision of any indenture, agreement or
other instrument known to us to which TUC, TU Electric or Enserch or its
property is bound, (b) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or (c) except as contemplated by the
UK Facility

FACILITY A CREDIT AGREEMENT
99
D-1-3

Agreement, result in the creation or imposition of any lien upon or with
respect to any property or assets of TUC, TU Electric or Enserch.

3. The Credit Agreements have been duly executed and delivered by TUC,
TU Electric and Enserch and constitute legal, valid and binding obligations of
TUC, TU Electric and Enserch enforceable against each of them in accordance
with their terms except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

4. No action, consent or approval of, registration or filing with, or
any other action by, any Governmental Authority (including pursuant to the
Public Utility Holding Company Act of 1935, as amended) is required on the part
of TUC, TU Electric or Enserch in connection with the Transactions or the
Acquisition, except such as have been made or obtained and are in full force
and effect and, in the case of the Acquisition, (i) expiration or termination
of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1979 and (i) the filing by TUC of a registration statement on Form S-4 under
the Securities Act of 1933, as amended, relating to shares of common stock of
TUC to be issued in connection with the Acquisition, and action by the
Securities and Exchange Commission declaring said registration statement to be
effective under such Act.

5. (a) None of TUC, TU Electric nor Enserch nor any of their
respective Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended, and (b) TUC,
TU Electric and Enserch and each of their respective Subsidiaries is exempt
from all provisions of the Public Utility Holding Company Act of 1935, as
amended, and the rules and regulations thereunder, except for Sections 9(a)(2)
and 33 of such Act and the rules and regulations thereunder, and the execution,
delivery and performance by each of TUC, TU Electric and Enserch of the Credit
Agreements and the consummation of the Acquisition do not violate any
provisions of such Act or any rule or regulation thereunder.

6. Except as described in the Annual Reports on Form 10-K for the year
ended December 31, 1996 and the Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997, filed by TUC, TU
Electric and Enserch with the Securities and Exchange Commission and as set
forth in Schedule 3.06 to the Credit Agreements, to our knowledge there is no
action, suit, or proceeding at law or in equity or by or before any
Governmental Authority now pending or threatened against or affecting TUC, TU
Electric or Enserch (i) which involves the Transactions or (ii) as to which
there is a reasonable possibility of an adverse determination and which, if
adversely determined, could, individually or in the aggregate, result in a
Material Adverse Change.

FACILITY A CREDIT AGREEMENT
100
D-1-4

7. To our knowledge, after due inquiry, the proposed use of the
proceeds of the Loans is in accordance with the Credit Agreements and, if so
used, will not violate the Margin Regulations.

8. We believe that a New York court would give effect to the provisions
of the Credit Agreements that state that they are to be construed in accordance
with New York law.

This letter is solely for the benefit of the named addressees and may
not be quoted in whole or in part or otherwise referred to in any document or
report and may not be furnished to any person without our prior written
consent, except that Xxxxxxx, Xxxxxxxx & Xxxxxxxxxx, L.L.P. may rely hereon in
connection with their opinion being rendered pursuant to Section 4.01(c) of the
Credit Agreements.

Very truly yours,

Xxxx & Priest LLP

FACILITY A CREDIT AGREEMENT
101
EXHIBIT D-2

[LETTERHEAD OF]

XXXXXXX, XXXXXXXX & XXXXXXXXXX, L.L.P.

_____ __, 1998

To the Lenders listed on
Schedule 2.01 of each of the
Credit Agreements referred to below

Ladies and Gentlemen:

We have acted as general counsel for Texas Utilities Company, a Texas
corporation ("TUC"), Texas Utilities Electric Company, a Texas corporation ("TU
ELECTRIC") and Enserch Corporation ("ENSERCH"), in connection with the
execution and delivery of the 364-Day Competitive Advance and Revolving Credit
Facility Agreement and the 5-Year Competitive Advance and Revolving Credit
Facility Agreement (collectively, the "CREDIT AGREEMENTS"), each dated as of
March 2, 1998, among TUC, TU Electric, Enserch Corporation, the banks listed on
Schedule 2.01 thereof (the "LENDERS"), Chase Bank of Texas, National
Association, as Administrative Agent and The Chase Manhattan Bank, as
Competitive Advance Facility Agent.

In connection with this opinion we have examined a counterpart of the
Credit Agreements executed by TUC, TU Electric and Enserch and have also made
such examination of other documents and of certificates of public officials and
corporate officers of TUC, TU Electric and Enserch, and have made such other
legal and factual examinations and inquiries as we have deemed necessary or
advisable for the purpose of rendering this opinion; but as to those matters
stated herein to be "to our knowledge" or "known to us" such examination has
been limited to discussions with and certificates from officers of TUC, TU
Electric and Enserch and we have not conducted any independent investigation or
verification or taken any action beyond such discussions and certificates, nor
made any search of the records of any Governmental Authority with respect to
such matters.

FACILITY A CREDIT AGREEMENT
102
D-2-2

Enserch, (iv) the legal capacity of natural persons, (v) the power, corporate
or otherwise, of all parties other than TUC, TU Electric and Enserch to enter
into and to perform all of their obligations under such documents, and (vi) the
due authorization, execution and delivery of all documents by all parties other
than TUC, TU Electric and Enserch.

Based upon, and subject to, the foregoing and to such further
limitations and qualifications stated below, we are of the opinion that:

2. The execution, delivery and performance by each of TUC, TU Electric
and Enserch of the Credit Agreements and the Borrowings by each of them
(collectively, the "TRANSACTIONS") and the consummation of the Acquisition (i)
have been duly authorized by all requisite corporate action and (ii) will not
(a) violate (1) any law, statute, rule or regulation presently binding on or
applicable to TUC, TU Electric or Enserch, or the articles of incorporation, as
amended, or by-laws of TUC, TU Electric or Enserch, (2) to our knowledge, any
order of any Governmental Authority presently applicable to TUC, TU Electric or
Enserch or (3) any provision of any indenture, agreement or other instrument
known to us to which TUC, TU Electric or Enserch is a party or by which TUC, TU
Electric or Enserch or its property is bound, (b) be in conflict with, result
in a breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (c) result
in the creation or imposition of any lien upon or with respect to any property
or assets now owned or hereafter acquired by TUC, TU Electric or Enserch.

3. The Credit Agreements have been duly executed and delivered by TUC,
TU Electric and Enserch and constitute legal, valid and binding obligations of
TUC, TU Electric and Enserch enforceable against each of them in accordance
with their terms except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).

4. No action, consent or approval of, registration or filing with, or
any other action by, any Government Authority (including pursuant to the Public
Utility Holding Company Act of 1935, as amended) is required on the part of
TUC, TU Electric or Enserch in connection with the Transactions or the
Acquisition, except as such as have been made or obtained and are in

FACILITY A CREDIT AGREEMENT
103
D-2-3

full force and effect and, in the case of the Acquisition, (i) expiration or
termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1979 and (i) the filing by the Company of a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, and action
by the Securities and Exchange Commission declaring said Registration Statement
effective.

5. None of TUC, TU Electric nor Enserch nor any of their respective
Subsidiaries is an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940, as amended. TUC, TU Electric and
each of their respective Subsidiaries is exempt from all provisions of the
Public Utility Holding Company Act of 1935, as amended, and rules and
regulations thereunder, except for Sections 9(a)(2) and 33 of such Act and
rules and regulations thereunder, and the execution, delivery and performance
by TUC, TU Electric and Enserch of the Credit Agreements and the consummation
of the Acquisition do not violate any provision of such Act or any rule or
regulation thereunder.

6. Except as described in the Annual Reports on Form 10-K for the year
ended December 31, 1996 and the Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997, filed by TUC, TU
Electric and Enserch with the Securities and Exchange Commission and as set
forth in Schedule 3.06 to the Credit Agreements, to our knowledge there is no
action, suit or proceeding at law or in equity or by or before any Governmental
Authority now pending or threatened against or affecting TUC, TU Electric or
Enserch (i) which involves the Transactions or the Acquisition or (ii) as to
which there is a reasonable possibility of an adverse determination and which,
if adversely determined, would, individually or in the aggregate, result in a
Material Adverse change.

7. To our knowledge, TUC, TU Electric and Enserch are not in violation
of any law, rule or regulation, or in default with respect to any judgment,
writ, injunction or decree of any Governmental Authority, where such violation
or default would result in a Material Adverse Change.

8. To our knowledge, after due inquiry, the proposed use of the
proceeds of the Loans is in accordance with the Credit Agreements, and, if so
used, will not violate the Margin Regulations.

9. We believe that a Texas court would give effect to the provisions of
the Credit Agreements that state that they are to be construed in accordance
with New York law; provided, however, that we render no opinion as to the
application of New York law that is contrary to a fundamental or public policy
of the State of Texas.

We are members of the State Bar of Texas and do not purport to be
experts on, nor do we opine as to, the laws of any jurisdiction other than the
State of Texas and the federal laws

FACILITY A CREDIT AGREEMENT
000
X-0-0

xx xxx Xxxxxx Xxxxxx. To the extent that the opinions hereinabove set forth
involve the laws of the State of New York, we have relied upon the opinion of
even date herewith delivered by you by Xxxx & Priest LLP, special counsel to
TUC, TU Electric and Enserch.

The foregoing opinions are limited to existing laws and we undertake no
obligation or responsibility to update or supplement this letter in response to
subsequent changes in the law or future events or circumstances affecting the
Transactions. This letter is solely for the benefit of the named addressees
and may not be quoted in whole or in part or otherwise referred to in any
document or report and may not be furnished to any person without our prior
written consent, except that Xxxx & Priest LLP may rely hereon in connection
with their opinion being rendered pursuant to Section 4.01(c) of the Credit
Agreements.

Very truly yours,

XXXXXXX, XXXXXXXX &
XXXXXXXXXX, L.L.P.

By:
---------------------------
A Partner

FACILITY A CREDIT AGREEMENT
105
SCHEDULE 2.01

Offer Loan General Loan Aggregate
Name Commitment Commitment Commitment
---- ---------- ---------- ----------

The Chase Manhattan Bank $ 900,000,000.00 $ 266,666,667.00 $ 1,166,666,667.00

Xxxxxx Commercial Paper Inc. 900,000,000.00 266,666,667.00 1,166,666,667.00

Xxxxxxx Xxxxx Capital Corporation 900,000,000.00 266,666,666.00 1,166,666,666.00

------------------------------------ --------------------- -------------------- ----------------------
TOTAL $ 2,700,000,000.00 $ 800,000,000.00 $ 3,500,000,000.00

FACILITY A CREDIT AGREEMENT
106
SCHEDULE 3.06
TO THE CREDIT AGREEMENT

Litigation

None

FACILITY A CREDIT AGREEMENT

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3,500,000,000 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT "FACILITY A" Dated as of March 2, 1998 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND THE CHASE MANHATTAN BANK, AS COMPETITIVE ADVANCE FACILITY AGENT

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