AGREEMENT TO RESOLVE OUTSTANDING FRANCHISE ISSUES

Exhibit 10.(tt)

AGREEMENT TO RESOLVE OUTSTANDING FRANCHISE ISSUES

This Agreement To Resolve Outstanding Franchise Issues (“Agreement”) is made and entered into between TXU Electric Delivery Company (“Electric Delivery”) and the Steering Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on Exhibit A to this Agreement (“Cities”), hereinafter referred to jointly herein as “Signatories.” The cities listed on Exhibit A to this Agreement are hereinafter referred to as “Member Cities.”

WHEREAS, several Member Cities have expressed concern about the increasing cost and complexity of managing utilities in public rights-of-way and the desire to receive increased compensation from utilities for their use of such rights-of-way;

WHEREAS, several Member Cities who receive their franchise fee payments from Electric Delivery on a prospective yearly basis have expressed interest in transitioning to prospective quarterly payments;

WHEREAS, the Signatories desire to resolve outstanding issues related to franchises; and

WHEREAS, after extensive negotiations, the Signatories have reached a resolution of those issues.

NOW, THEREFORE, the Signatories, through their undersigned representatives, hereby agree to the following:

1. The Signatories agree that this Agreement shall become effective only upon the execution of this Agreement and of the Extension and Modification of Settlement Agreement between the Signatories dated January 27, 2006. The effectiveness of this Agreement shall be accomplished pursuant to the terms of paragraphs 4 and 19 of the Extension and Modification Settlement Agreement.

2. To recognize the increasing cost and complexity of managing utilities in public rights-of-way, Electric Delivery agrees to increase the franchise fee factor for each Member City on January 1, 2006, by 2%. The franchise fee factor is the amount per kilowatt hour which is multiplied times the number of kilowatt hours of electricity delivered by Electric Delivery to each retail customer whose consuming facility’s point of delivery is located within the Member City’s municipal boundaries. Electric Delivery will also increase the franchise fee factor to be paid in the Member Cities an additional 1% on January 1, 2007, on January 1, 2008, and on January 1, 2009, for a total potential increase of 5% above the franchise fee factor in effect on December 31, 2005. Exhibit B to this Agreement reflects the franchise fee factors in effect for all Member Cities in 2005, and the increased franchise fee factors for Member Cities provided by this paragraph for 2006, 2007, 2008, and 2009.

3. Electric Delivery’s obligation to increase its franchise fee payments to reflect the increased franchise fee factors described in paragraph 2 ceases on the date upon which: (1) Electric Delivery is called in for a rate case by any municipality; (2) a proceeding concerning Electric Delivery’s rates is initiated under Subchapters C or D of the Public Utility Regulatory

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Act, Tex. Util. Code Title 2 (“PURA”) Chapter 36; (3) a proceeding affecting Electric Delivery’s rates is initiated as a result of a settlement; or (4) legislation becomes effective that modifies the franchise fee authorized by the PURA.

4. The Signatories agree that if the Public Utility Commission of Texas denies recovery in Electric Delivery’s rates of the fees associated with the increased franchise fee factors described in paragraph 2, then the franchise fee factors immediately revert to the franchise fee factors in effect on December 31, 2005. Electric Delivery will not seek to impose a refund or credit obligation on Member Cities for franchise fees already paid under the increased franchise fee factors.

5. Electric Delivery agrees to amend its existing franchise agreements with those Member Cities who receive their annual franchise fee payments from Electric Delivery on a prospective basis, and who wish to receive franchise fee payments on a quarterly basis, to reflect the following points. Implementation of this amendment will be at each eligible Member City’s option. Exhibit C is a list of Member Cities who are eligible to take advantage of this provision. For the purposes of this Agreement, “privilege period” is the period during which Electric Delivery will have the right to use the public rights-of-way to deliver electricity to a retail customer. “Basis period” is the period during which kWh delivered to each retail customer whose consuming facility’s point of delivery is located within the Member City’s municipal boundaries is used for the payment calculation.

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6. Each person executing this Agreement represents that he or she is authorized to sign this Agreement on behalf of the party represented.

7. The Signatories expressly acknowledge and agree that oral and written statements made by any party or its representative during the course of the negotiations that led to this Agreement cannot be used or portrayed as an admission or concession of any sort and shall not be admissible as evidence in any proceeding in any forum.

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Executed on this the 27th day of January, 2006, by the Signatories hereto, by and through their undersigned duly authorized representatives.

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Exhibit A

City of Addison

City of Allen

City of Alvarado

City of Andrews

City of Archer City

City of Arlington

City of Belton

City of Benbrook

City of Big Spring

City of Breckenridge

City of Bridgeport

City of Brownwood

City of Buffalo

City of Burkburnett

City of Burleson

City of Caddo Mills

City of Cameron

City of Canton

City of Carrollton

City of Celina

City of Centerville

City of Cleburne

City of Colleyville

City of Collinsville

City of Comanche

City of Corinth

City of Crowley

City of Dallas

City of Dalworthington Gardens

City of DeLeon

City of Denison

City of Early

City of Eastland

City of Edgecliff Village

City of Euless

City of Farmers Branch

City of Flower Mound

City of Forest Hill

City of Fort Worth

City of Frisco

City of Frost

City of Glenn Heights

City of Grand Prairie

City of Granger

City of Grapevine

City of Gunter

City of Harker Heights

City of Heath

City of Henrietta

City of Hewitt

City of Highland Park

City of Honey Grove

City of Howe

City of Hurst

City of Hutto

City of Irving

City of Jolly

City of Josephine

City of Justin

City of Kaufman

City of Keller

City of Kerens

City of Lakeside

City of Lamesa

City of Lindale

City of Little River Academy

City of Malakoff

City of Mansfield

City of McKinney

City of Midland

City of Murphy

City of Murchison

City of New Chapel Hill

City of North Richland Hills

City of O’Donnell

City of Oak Leaf

City of Oak Point

City of Odessa

City of Ovilla

City of Palestine

City of Pantego

City of Paris

City of Plano

City of Ranger

City of Rhome

City of Richardson

City of Richland Hills

City of Roanoke

City of Robinson

City of Rockwall

City of Rosser

City of Rowlett

City of Sherman

City of Snyder

City of Southlake

City of Sulphur Springs

City of Sunnyvale

City of Sweetwater

City of Temple

City of The Colony

City of Tyler

City of University Park

City of Venus

City of Waco

City of Watauga

City of White Settlement

City of Wichita Falls

City of Woodway

Exhibit B

Exhibit B

Exhibit C

City of Addison

City of Allen

City of Alvarado

City of Andrews

City of Archer City

City of Belton

City of Benbrook

City of Big Spring

City of Breckenridge

City of Bridgeport

City of Brownwood

City of Burkburnett

City of Colleyville

City of Corinth

City of Crowley

City of Dalworthington Gardens

City of DeLeon

City of Denison

City of Early

City of Eastland

City of Edgecliff Village

City of Euless

City of Farmers Branch

City of Flower Mound

City of Forest Hill

City of Glenn Heights

City of Grand Prairie

City of Granger

City of Grapevine

City of Heath

City of Henrietta

City of Hewitt

City of Honey Grove

City of Irving

City of Jolly

City of Josephine

City of Justin

City of Lakeside

City of Lamesa

City of Little River Academy

City of Malakoff

City of Mansfield

City of McKinney

City of Midland

City of Murchison

City of Murphy

City of New Chapel Hill

City of North Richland Hills

City of O’Donnell

City of Oak Leaf

City of Oak Point

City of Odessa

City of Ovilla

City of Pantego

City of Paris

City of Plano

City of Rhome

City of Richland Hills

City of Roanoke

City of Robinson

City of Rosser

City of Rowlett

City of Snyder

City of Southlake

City of Sunnyvale

City of Sweetwater

City of Temple

City of The Colony

City of Watauga

City of White Settlement

City of Wichita Falls

City of Woodway