Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. (a) After the date hereof and prior to the Effective Time or earlier termination of this Agreement, TPC shall not, and shall not permit any of its Subsidiaries to, initiate, solicit or encourage, and TPC shall, and shall cause each of its Subsidiaries to, cause any officer, director or employee of, or any attorney, accountant, investment banker, financial advisor or other agent retained by it, not to initiate, solicit or encourage, any proposal or offer to acquire all or any substantial part of the business and properties of TPC or any capital stock of TPC whether by merger, purchase of assets, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an "Alternative Transaction"), or any inquiries with respect to an Alternative Transaction. TPC will immediately cease and cause to be terminated any existing discussions or negotiations with parties other than PHI and ACo commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of paragraph (a) above, in response to an unsolicited proposal or indication of interest for or with respect to a potential or proposed Alternative Transaction (an "Alternative Proposal"), (i) TPC may (x) engage in discussions or negotiations regarding such Alternative Proposal with the person who makes such Alternative Proposal, and (y) furnish to any such person (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreement), confidential or non-public information concerning TPC or its Subsidiaries if, in any such case described in clause (x) or (y), in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties to the holders of TPC Common Stock under applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange Act. (c) TPC shall immediately notify PHI of receipt of any Alternative Proposal or any request for confidential or nonpublic information relating to TPC or its Subsidiaries in connection with an Alternative Proposal or for access to the properties, books or records of TPC or any Subsidiary by any person or entity that informs the TPC Board of Directors that it is considering making, or has made, an Alternative Proposal, and (unless the TPC Board of Directors concludes that it is inconsistent with its fiduciary duties under applicable law) shall keep PHI fully informed of the status and details of any such Acquisition Proposal, indication or request.

Alternative Proposals. Each of ▇▇▇▇▇▇ and Genlyte hereby agree that: (a) After the date hereof and prior to the Effective Time Closing Date or earlier termination of this Agreement, TPC such party shall not, and shall not permit any of its Subsidiaries Affiliates to, initiate, solicit or encourage, and TPC such party shall, and shall cause each of its Subsidiaries Affiliates to, cause any each officer, director or and employee ofof such party and its Affiliates, or any and each attorney, accountant, investment banker, financial advisor or and other agent retained by itthem, not to to, directly or indirectly, initiate, solicit or encourageencourage or take any other action to knowingly facilitate or intentionally engage in any discussion in relation to, any inquiries or the submission of any proposal or offer to acquire or operate all or any substantial material part of the business and properties of TPC its Contributed Business or to acquire any Person (including such party) that directly or indirectly owns all or any capital stock part of TPC its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer offer, joint venture or otherwise, and whether for cash, securities or any other consideration or combination thereof thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative TransactionALTERNATIVE TRANSACTION"), or any inquiries with respect to an Alternative Transaction. TPC Such party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than PHI and ACo commenced heretofore the other party hereto with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of paragraph (a) aboveSection 5.8(a), in response to a proposal for an unsolicited proposal or indication of interest for or with respect to a potential or proposed Alternative Transaction (an "Alternative ProposalALTERNATIVE PROPOSAL")) that is unsolicited and made after the date hereof and prior to the stockholder vote, (i) TPC such party may (x) engage in discussions or negotiations regarding such Alternative Proposal with the person Person who makes such Alternative Proposal, Proposal (a "POTENTIAL ACQUIROR"); and (yii) such party may furnish to any such person Potential Acquiror (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those the confidentiality provision of this Agreement or any other confidentiality agreements between the Confidentiality Agreement), parties) confidential or non-public information concerning TPC such party or its Subsidiaries ifAffiliates, in any if such case described in clause (x) or (y), in the reasonable, good faith judgment of the TPC party's Board of Directors, taking into account after consulting with its outside legal counsel and receiving the written advice of outside such counsel, determines in good faith that the failure to do so provide such confidential or non- public information to or negotiate with, a Potential Acquiror would violate be reasonably likely to constitute a breach of its fiduciary duties duty to such party's stockholders. It is understood and agreed by the holders parties that negotiations and other activities conducted in accordance with this Section 5.8(b) shall not constitute a violation of TPC Common Stock under applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange ActSections 5.1 or 5.8(a). (c) TPC Such party shall immediately notify PHI the other party of its receipt of any Alternative Proposal or any request for confidential or nonpublic non- public information relating to TPC such party or its Subsidiaries Affiliates in connection with an Alternative Proposal or for access to the properties, books or records of TPC such party or any Subsidiary Affiliate by any person or entity that informs the TPC Board of Directors Person that it is considering making, or has made, an Alternative Proposal, Proposal and (unless the TPC Board of Directors concludes that it is inconsistent prior to providing such access shall obtain a confidentiality agreement with its fiduciary duties under applicable law) shall keep PHI fully informed of the status and details of any such Acquisition Proposal, indication or requestPerson.

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior to the Effective Time Closing Date or earlier termination of this Agreement, TPC such Party shall not, and shall not permit any of its Subsidiaries Affiliates to, initiate, solicit or encourage, and TPC such Party shall, and shall cause each of its Subsidiaries Affiliates to, cause any each officer, director or and employee ofof such Party and its Affiliates, or any and each attorney, accountant, investment banker, financial advisor or and other agent retained by itthem, not to to, directly or indirectly, initiate, solicit or encourage, encourage the submission of any proposal or offer to acquire or operate all or any substantial material part of the business and properties of TPC its Contributed Business or to acquire any Person (including such Party) that directly or indirectly owns all or any capital stock part of TPC its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer offer, joint venture or otherwise, and whether for cash, securities or any other consideration or combination thereof thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"), or any inquiries with respect to an Alternative Transaction. TPC Such Party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than PHI and ACo the other Party commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of paragraph (a) aboveSection 3.9(a), in response to a proposal for an unsolicited proposal or indication of interest for or with respect to a potential or proposed Alternative Transaction (an "Alternative Proposal")) that is unsolicited and made after the date hereof, (i) TPC such Party may (x) engage in discussions or negotiations regarding such Alternative Proposal with the person Person who makes such Alternative Proposal, Proposal and (yii) such Party may furnish to any such person Person (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreement), Agreements) confidential or non-public information concerning TPC such Party or its Subsidiaries if, in any such case described in clause (x) or (y), in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties to the holders of TPC Common Stock under applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange ActAffiliates. (c) TPC Such Party shall immediately notify PHI the other Party of its receipt of any Alternative Proposal or any request for confidential or nonpublic non-public information relating to TPC such Party or its Subsidiaries Affiliates in connection with an Alternative Proposal or for access to the properties, books or records of TPC such Party or any Subsidiary Affiliate by any person or entity that informs the TPC Board of Directors Person that it is considering making, or has made, an Alternative Proposal, and (unless the TPC Board of Directors concludes that it is inconsistent with its fiduciary duties under applicable law) shall keep PHI fully informed of the status and details of any such Acquisition Proposal, indication or request.

Alternative Proposals. (a) After the date hereof and prior Notwithstanding anything to the Effective Time contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or earlier termination representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, TPC the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) Oncor Holdings and Oncor represent that they are not in negotiations with any Person with respect to any Alternative Proposal and there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not permit any of its Subsidiaries to, initiatemake or support any filings with or submissions or inquiries to any Governmental Entity, solicit or encourageincluding the PUCT, the FCC and TPC shall, and shall cause each of its Subsidiaries to, cause any officer, director or employee ofthe FERC, or make or support any attorney, accountant, investment banker, financial advisor or other agent retained by it, not public statements with respect to initiate, solicit or encourage, any proposal or offer to acquire all Alternative Proposal or any substantial part of Permitted Alternative Proposal at any time during the business Interim Period; provided, however, that the Oncor Entities and properties of TPC their Representatives may (i) respond to requests, communications, or directives received from any capital stock of TPC Governmental Entity, whether by merger, purchase of assets, tender offer in writing or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an "Alternative Transaction"), or any inquiries with respect to an Alternative Transaction. TPC will immediately cease and cause to be terminated any existing discussions or negotiations with parties other than PHI and ACo commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of paragraph (a) above, in response to an unsolicited proposal or indication of interest for or with respect to a potential or proposed Alternative Transaction (an "Alternative Proposal"), (i) TPC may (x) engage in discussions or negotiations regarding such Alternative Proposal with the person who makes such or Permitted Alternative Proposal, and (yii) furnish take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to any such person (subject Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the execution Purchasers of a confidentiality agreement containing confidentiality provisions substantially similar to those any requests, communications or directives received by them of the Confidentiality Agreement), confidential or non-public information concerning TPC or its Subsidiaries if, in any such case type described in clause (xi) or (y), ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties connection therewith to the holders of TPC Common Stock under extent not prohibited by applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange ActLaw or confidentiality agreements with third parties. (ce) TPC shall immediately notify PHI For purposes of receipt of any Alternative Proposal or any request for confidential or nonpublic information relating to TPC or its Subsidiaries in connection with an Alternative Proposal or for access to the properties, books or records of TPC or any Subsidiary by any person or entity that informs the TPC Board of Directors that it is considering making, or has made, an Alternative Proposal, and (unless the TPC Board of Directors concludes that it is inconsistent with its fiduciary duties under applicable law) shall keep PHI fully informed of the status and details of any such Acquisition Proposal, indication or request.this Letter Agreement:

Alternative Proposals. (a) After Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) As of the date hereof hereof, Oncor Holdings and prior Oncor represent that they are not in negotiations with any Person with respect to any Alternative Proposal and there is no agreement in force that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the Effective Time contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or earlier termination EFIH, (i) negotiate with stakeholders of this Agreementthe Debtors, TPC facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not permit any of its Subsidiaries to, initiatemake or support any filings with or submissions or inquiries to any Governmental Entity, solicit or encourageincluding the PUCT, the FCC and TPC shall, and shall cause each of its Subsidiaries to, cause any officer, director or employee ofthe FERC, or make or support any attorney, accountant, investment banker, financial advisor or other agent retained by it, not to initiate, solicit or encourage, any proposal or offer to acquire all or any substantial part of the business and properties of TPC or any capital stock of TPC whether by merger, purchase of assets, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an "Alternative Transaction"), or any inquiries public statements with respect to an Alternative Transaction. TPC will immediately cease and cause to be terminated any existing discussions or negotiations with parties other than PHI and ACo commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of paragraph (a) above, in response to an unsolicited proposal or indication of interest for or with respect to a potential or proposed Alternative Transaction (an "Alternative Proposal"), (i) TPC may (x) engage in discussions or negotiations regarding such Alternative Proposal with the person who makes such Alternative Proposal, and (y) furnish to any such person (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreement), confidential or non-public information concerning TPC or its Subsidiaries if, in any such case described in clause (x) or (y), in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties to the holders of TPC Common Stock under applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange Act. (c) TPC shall immediately notify PHI of receipt of any Alternative Proposal or any request for confidential Permitted Alternative Proposal at any time during the Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or nonpublic information relating directives received from any Governmental Entity, whether in writing or otherwise, with respect to TPC or its Subsidiaries in connection with an any Alternative Proposal or for access to the properties, books or records of TPC or any Subsidiary by any person or entity that informs the TPC Board of Directors that it is considering making, or has made, an Permitted Alternative Proposal, and and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the TPC Board Purchasers of Directors concludes that it is inconsistent with its fiduciary duties under applicable law) shall keep PHI fully informed any requests, communications or directives received by them of the status type described in clause (i) or (ii) above and details keep the Purchasers reasonably informed on a reasonably prompt basis of any such Acquisition Proposal, indication material developments in connection therewith to the extent not prohibited by applicable Law or requestconfidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. Prior to the Effective Time, each of West Pac and Frontier agrees (a) After the date hereof and prior to the Effective Time or earlier termination of this Agreement, TPC that it shall not, and it shall not permit direct and cause its officers, directors, employees, agents and representatives (including, without limitation, any of its Subsidiaries to, initiate, solicit or encourage, and TPC shall, and shall cause each of its Subsidiaries to, cause any officer, director or employee of, or any attorney, accountant, investment banker, financial advisor attorney or other agent accountant retained by it, ) not to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to acquire its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving it, or any purchase of all or any substantial part significant portion of the business and properties of TPC its assets or any capital stock of TPC whether by merger, purchase of assets, tender offer or otherwise, whether for cash, its equity securities or any other consideration or combination thereof (any such transaction proposal or offer being hereinafter referred to herein as an "Alternative TransactionALTERNATIVE PROPOSAL")) or engage in any negotiations concerning, or any inquiries with respect to an Alternative Transaction. TPC will immediately cease and cause to be terminated any existing discussions or negotiations with parties other than PHI and ACo commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential information or non-public information concerning TPC or its Subsidiaries data to, or have any discussions with, any person relating to an Alternative Transaction. Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; provided, however, that an Alternative Proposal shall not include (i) a proposal made to West Pac or Frontier to acquire the Surviving Corporation, whether by merger, acquisition, consolidation or otherwise (a "COMBINED PROPOSAL"); (ii) the issuance of securities of West Pac in connection with additional equity investments in West Pac or additional financing transactions involving West Pac, including, without limitation, aircraft lease transactions; or (iii) a proposal of a merger, acquisition, consolidation or other similar transaction to a party hereto without any meetings or other discussions relating to the proposal and such party's sole response to the proposal is to inform the proposing party that such party is not interested in the proposal; (b) Notwithstanding the provisions of paragraph (a) abovethat it will immediately cease and cause to be terminated any existing activities, in response to an unsolicited proposal discussions or indication of interest for or negotiations with any parties conducted heretofore with respect to a potential any of the foregoing, and it will take the necessary steps to inform the individuals or proposed Alternative Transaction entities referred to above of the obligations undertaken in this Section 5.1; and (an "Alternative Proposal")c) that it will notify the other party immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; PROVIDED, however, that nothing contained in this Section 5.1 shall prohibit its Board of Directors from (iA) TPC may (x) engage in furnishing information to or entering into discussions or negotiations regarding such Alternative Proposal with the person who makes such Alternative Proposalwith, and (y) furnish to any such person (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreement), confidential or non-public information concerning TPC or its Subsidiaries if, in any such case described in clause (x) or (y), in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties to the holders of TPC Common Stock under applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange Act. (c) TPC shall immediately notify PHI of receipt of any Alternative Proposal or any request for confidential or nonpublic information relating to TPC or its Subsidiaries in connection with an Alternative Proposal or for access to the properties, books or records of TPC or any Subsidiary by any person or entity that informs makes an unsolicited proposal to acquire it pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the TPC extent that, (i) its Board of Directors determines in good faith that it such action is considering making, or has made, an Alternative Proposal, and (unless the TPC required for its Board of Directors concludes that it is inconsistent to comply with its fiduciary duties under applicable to stockholders imposed by law; (ii) shall keep PHI fully subject to any confidentiality agreement with such person or entity (which it determined in good faith was required to be executed in order for its Board of Directors to comply with its fiduciary duties to stockholders imposed by law), prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, it provides written notice to the other party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity; and (iii) subject to any confidentiality agreement with such person or entity (which it determined in good faith was required to be executed in order for its Board of Directors to comply with its fiduciary duties to stockholders imposed by law), it keeps the other party informed of the status and details of any such Acquisition discussions or negotiations; and (B) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit West Pac or Frontier to terminate this Agreement (except as specifically provided in Article VII hereof); (y) permit West Pac or Frontier to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, neither West Pac nor Frontier shall enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)); or (z) affect any other obligation of West Pac or Frontier under this Agreement. Upon receipt by either West Pac or Frontier of a Combined Proposal, indication the receiving party agrees (x) to provide written notice to the other party immediately of such Combined Proposal; and (y) to permit one representative of the other party to be present at any meetings relating to such Combined Proposal (other than non-scheduled phone calls made by one party of the proposed Combined Proposal to the other); provided, however, that Frontier shall be prohibited from entering into any agreement or requestletter of intent relating to a Combined Proposal.

Alternative Proposals. (a) After Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) As of the date hereof the Bankruptcy Court has entered an order approving entry into the Merger Agreement, Oncor Holdings and prior Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the Effective Time contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or earlier termination EFIH, (i) negotiate with stakeholders of this Agreementthe Debtors, TPC facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not permit any of its Subsidiaries to, initiatemake or support any filings with or submissions or inquiries to any Governmental Entity, solicit or encourageincluding the PUCT, the FCC and TPC shall, and shall cause each of its Subsidiaries to, cause any officer, director or employee ofthe FERC, or make or support any attorney, accountant, investment banker, financial advisor or other agent retained by it, not public statements with respect to initiate, solicit or encourage, any proposal or offer to acquire all Alternative Proposal or any substantial part of Permitted Alternative Proposal at any time during the business Interim Period; provided, however, that the Oncor Entities and properties of TPC their Representatives may (i) respond to requests, communications, or directives received from any capital stock of TPC Governmental Entity, whether by merger, purchase of assets, tender offer in writing or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an "Alternative Transaction"), or any inquiries with respect to an Alternative Transaction. TPC will immediately cease and cause to be terminated any existing discussions or negotiations with parties other than PHI and ACo commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of paragraph (a) above, in response to an unsolicited proposal or indication of interest for or with respect to a potential or proposed Alternative Transaction (an "Alternative Proposal"), (i) TPC may (x) engage in discussions or negotiations regarding such Alternative Proposal with the person who makes such or Permitted Alternative Proposal, and (yii) furnish take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to any such person (subject Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the execution Purchasers of a confidentiality agreement containing confidentiality provisions substantially similar to those any requests, communications or directives received by them of the Confidentiality Agreement), confidential or non-public information concerning TPC or its Subsidiaries if, in any such case type described in clause (xi) or (y), ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties connection therewith to the holders of TPC Common Stock under extent not prohibited by applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange ActLaw or confidentiality agreements with third parties. (ce) TPC shall immediately notify PHI For purposes of receipt of any Alternative Proposal or any request for confidential or nonpublic information relating to TPC or its Subsidiaries in connection with an Alternative Proposal or for access to the properties, books or records of TPC or any Subsidiary by any person or entity that informs the TPC Board of Directors that it is considering making, or has made, an Alternative Proposal, and (unless the TPC Board of Directors concludes that it is inconsistent with its fiduciary duties under applicable law) shall keep PHI fully informed of the status and details of any such Acquisition Proposal, indication or request.this Letter Agreement: