CENTERPOINT ENERGY INC
CREDIT AGREEMENT DATED 10/7/2003
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>h10111exv10w8.txt
<DESCRIPTION>CREDIT AGREEMENT DATED 10/7/2003
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

================================================================================

                                CREDIT AGREEMENT

                           Dated as of October 7, 2003

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

                                      Among

                            CENTERPOINT ENERGY, INC.,

                                  as Borrower,

                            THE BANKS PARTIES HERETO,

                                 CITIBANK, N.A.,
                              as Syndication Agent,

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                           CREDIT SUISSE FIRST BOSTON,
                                       and
                             BANK OF AMERICA, N.A.,
                           as Co-Documentation Agents
                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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

                         J.P. MORGAN SECURITIES INC. and
                         CITIGROUP GLOBAL MARKETS INC.,

                     as Sole Lead Arrangers and Bookrunners

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   PAGE
<S>                                                                                                <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS....................................................       1
   SECTION 1.1. Certain Defined Terms.........................................................       1
   SECTION 1.2. Other Definitional Provisions.................................................      23
ARTICLE II AMOUNTS AND TERMS OF THE LOANS AND LETTERS OF CREDIT...............................      24
   SECTION 2.1. Term Commitments..............................................................      24
   SECTION 2.2. Procedure for Term Loan Borrowing.............................................      24
   SECTION 2.3. Repayment of Term Loans.......................................................      25
   SECTION 2.4. The Revolving Commitments.....................................................      25
   SECTION 2.5. Procedure for Revolving Loan Borrowing........................................      26
   SECTION 2.6. Minimum Tranches..............................................................      27
   SECTION 2.7. Letters of Credit.............................................................      27

ARTICLE III PROVISIONS RELATING TO ALL LOANS..................................................      31
   SECTION 3.1. Evidence of Loans.............................................................      31
   SECTION 3.2. Fees..........................................................................      32
   SECTION 3.3. Interest......................................................................      32
   SECTION 3.4. Reserve Requirements..........................................................      33
   SECTION 3.5. Interest Rate Determination and Protection....................................      34
   SECTION 3.6. Voluntary Interest Conversion or Continuation of Loans........................      34
   SECTION 3.7. Funding Losses Relating to LIBOR Rate Loans...................................      35
   SECTION 3.8. Change in Legality............................................................      36

ARTICLE IV INCREASED COSTS, TAXES, PAYMENTS AND PREPAYMENTS...................................      36
   SECTION 4.1. Increased Costs; Capital Adequacy.............................................      36
   SECTION 4.2. Pro Rata Treatment and Payments and Computations..............................      37
   SECTION 4.3. Taxes.........................................................................      38
   SECTION 4.4. Sharing of Payments, Etc......................................................      40
   SECTION 4.5. Optional Termination or Reduction of the Commitments..........................      41
   SECTION 4.6. Voluntary Prepayments.........................................................      41
   SECTION 4.7. Mandatory Repayments and Prepayments and Commitment Reductions................      42
   SECTION 4.8. Mitigation of Losses and Costs................................................      43
   SECTION 4.9. Determination and Notice of Additional Costs and Other Amounts................      43

ARTICLE V CONDITIONS OF LENDING...............................................................      44
   SECTION 5.1. Conditions Precedent to Loans and Letters of Credit...........................      44
   SECTION 5.2. Conditions Precedent to Each Borrowing........................................      46

ARTICLE VI REPRESENTATIONS AND WARRANTIES.....................................................      47
   SECTION 6.1. Representations and Warranties of the Borrower................................      47

ARTICLE VII AFFIRMATIVE AND NEGATIVE COVENANTS................................................      51
   SECTION 7.1. Affirmative Covenants.........................................................      51
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                 <C>
   SECTION 7.2. Negative Covenants............................................................      55
   SECTION 7.3. Changes in Lines of Business..................................................      59

ARTICLE VIII EVENTS OF DEFAULT................................................................      60
   SECTION 8.1. Events of Default.............................................................      60
   SECTION 8.2. Cancellation/Acceleration.....................................................      62

ARTICLE IX THE ADMINISTRATIVE AGENT...........................................................      63
   SECTION 9.1. Appointment...................................................................      63
   SECTION 9.2. Delegation of Duties..........................................................      64
   SECTION 9.3. Exculpatory Provisions........................................................      64
   SECTION 9.4. Reliance by Administrative Agent..............................................      64
   SECTION 9.5. Notice of Default.............................................................      65
   SECTION 9.6. Non-Reliance on Administrative Agent and Other Banks..........................      65
   SECTION 9.7. Indemnification...............................................................      65
   SECTION 9.8. Agent in Its Individual Capacity..............................................      66
   SECTION 9.9. Successor Administrative Agent................................................      66

ARTICLE X MISCELLANEOUS.......................................................................      67
   SECTION 10.1. Amendments and Waivers.......................................................      67
   SECTION 10.2. Notices......................................................................      68
   SECTION 10.3. No Waiver; Cumulative Remedies...............................................      69
   SECTION 10.4. Survival of Representations and Warranties...................................      69
   SECTION 10.5. Payment of Expenses and Taxes; Indemnity.....................................      69
   SECTION 10.6. Effectiveness, Successors and Assigns, Participations; Assignments...........      70
   SECTION 10.7. Setoff.......................................................................      74
   SECTION 10.8. Counterparts.................................................................      74
   SECTION 10.9. Severability.................................................................      74
   SECTION 10.10. Integration.................................................................      74
   SECTION 10.11. GOVERNING LAW...............................................................      74
   SECTION 10.12. Submission to Jurisdiction; Waivers.........................................      75
   SECTION 10.13. Acknowledgments.............................................................      75
   SECTION 10.14. Limitation on Agreements....................................................      75
   SECTION 10.15. Removal of Bank.............................................................      76
   SECTION 10.16. Officer's Certificates......................................................      77
</TABLE>

                                       ii
<PAGE>

Schedules

Schedule 1.1(A)   -     Schedule of Commitments and Addresses
Schedule 1.1(B)   -     Securitization Programs
Schedule 1.1(C)   -     Indebtedness Calculations
Schedule 1.1(D)   -     Existing Letters of Credit
Schedule 6.1(p)   -     Ownership of Capital Stock of Subsidiaries; Significant
                        Subsidiaries
Schedule 7.2(b)   -     Liens

Exhibits

Exhibit A         -     Pledge Agreement
Exhibit B         -     Notice of Borrowing
Exhibit C         -     Notice of Interest Conversion/Continuation
Exhibit D         -     Assignment and Acceptance
Exhibit E         -     Term Note
Exhibit F         -     Revolving Note

                                       iii
<PAGE>

                  This Credit Agreement (this "Agreement"), dated as of October
7, 2003, among CenterPoint Energy, Inc., a Texas corporation ("CenterPoint" or
the "Borrower"), the banks and other financial institutions from time to time
parties hereto (individually, a "Bank" and, collectively, the "Banks"),
Citibank, N.A., as syndication agent (in such capacity, the "Syndication
Agent"), Deutsche Bank AG, New York Branch, Credit Suisse First Boston and Bank
of America, N.A., as co-documentation agents (in such capacities, the
"Documentation Agents") and JPMorgan Chase Bank, as administrative agent (in
such capacity, together with any successors thereto in such capacity, the
"Administrative Agent").

                  The parties hereto hereby agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:

                  "ABR" means for any day, a rate per annum (rounded upwards, if
         necessary, to the next 1/64 of 1%) equal to the greater of (a) the
         Prime Rate in effect on such day and (b) the Federal Funds Effective
         Rate in effect on such day plus 1/2 oF 1%. For purposes hereof, "Prime
         Rate" means the rate of per annum publicly announced from time to time
         by JPMorgan Chase Bank as its prime rate in effect at its principal
         office in New York City (the Prime Rate not being intended to be the
         lowest rate of interest charged by JPMorgan Chase Bank in connection
         with extensions of credit to debtors). Any change in the ABR due to a
         change in the Prime Rate or the Federal Funds Effective Rate shall be
         effective as of the opening of business on the effective day of such
         change in the Prime Rate or the Federal Funds Effective Rate,
         respectively.

                  "ABR Loan" means a Loan that bears interest at the ABR as
         provided in Section 3.3(a).

                  "Adjusted Interest Expense" means, for any period, the
         difference between (a) total interest expense (including that
         attributable to Capital Lease obligations and capitalized interest)
         determined in accordance with GAAP of the Borrower and its Subsidiaries
         for such period with respect to all outstanding Indebtedness of the
         Borrower and its Subsidiaries (including all commissions, discounts and
         other fees and charges owed with respect to letters of credit and
         bankers' acceptance financings and net costs under Swap Agreements in
         respect of interest rates to the extent such net costs are allocable to
         such period in accordance with GAAP) less (b) the sum of the following
         for such period (i) total interest income determined in accordance with
         GAAP and (ii) but only to the extent included in the amount calculated
         pursuant to clause (a) above, (x) interest expense on Hybrid Preferred
         Securities, (y) interest expense in respect of the securitization
         programs of the Borrower and its Subsidiaries set forth on Schedule
         1.1(B) and in respect of any other Securitization Securities and (z)
         amortization of settlement payments previously made on forward-starting
         Swap Agreements and of any upfront fees and other costs associated with
         financings for the Borrower and its Subsidiaries.

<PAGE>

                  "Administrative Agent" has the meaning specified in the
         introduction to this Agreement.

                  "Affiliate" means any Person that, directly or indirectly,
         Controls or is Controlled by or is under common Control with another
         Person.

                  "Agents" means the collective reference to the Syndication
         Agent, the Documentation Agents and the Administrative Agent.

                  "Aggregate Outstanding Extensions of Credit" means, as to any
         Bank at any time, an amount equal to the sum of (a) the aggregate
         principal amount of all Revolving Loans made by such Bank then
         outstanding and (b) such Bank's Revolving Percentage of the L/C
         Obligations then outstanding.

                  "AOL Stock" means shares of common stock of AOL Time Warner
         Inc. (and its successors).

                  "Applicable Margin" means (x) 2.50% per annum in the case of
         any Term Loan which is an ABR Loan, (y) 3.50% per annum, in the case
         any of Term Loan which is a LIBOR Loan and (z) the rate per annum set
         forth below opposite the Designated Rating from time to time in effect
         during the period for which payment is due, in the case of any
         Revolving Loan:

<TABLE>
<CAPTION>
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                                 LIBOR RATE              ABR MARGIN
        DESIGNATED               MARGIN FOR             FOR REVOLVING
          RATING               REVOLVING LOANS              LOANS
-------------------------------------------------------------------------
<S>                            <C>                      <C>
      BBB- and Baa3                 2.500%                 1.500%
        or higher
-------------------------------------------------------------------------
     Lower than BBB-                3.000%                 2.000%
      and Baa3 (or
        unrated)
-------------------------------------------------------------------------
</TABLE>

         In each row in the table set forth above, the first indicated rating
         corresponds to that assigned by S&P and the second indicated rating
         corresponds to that assigned by Moody's; the determination of which row
         of such table is applicable at any time is set forth in the definition
         of "Designated Rating".

                  "Application" means an application, in such form as the
         Issuing Bank may specify from time to time, requesting the Issuing Bank
         to issue a Letter of Credit.

                  "Assignment and Acceptance" has the meaning specified in
         Section 10.6(c).

                  "Bank" and "Banks" have the meanings specified in the
         introduction to this Agreement.

                  "Bank Affiliate" means, (a) with respect to any Bank, (i) an
         Affiliate of such Bank that is a bank or (ii) any entity (whether a
         corporation, partnership, trust or otherwise) that is engaged in
         making, purchasing, holding or otherwise investing in bank

                                       2
<PAGE>

         loans and similar extensions of credit in the ordinary course of its
         business and is administered or managed by a Bank or an Affiliate of
         such Bank and (b) with respect to any Bank that is a fund which invests
         in bank loans and similar extensions of credit, any other fund that
         invests in bank loans and similar extensions of credit and is managed
         by such Bank, an Affiliate of such Bank or the same investment advisor
         as such Bank or by an Affiliate of such investment advisor.

                  "Board" means the Board of Governors of the Federal Reserve
         System of the United States (or any successor thereto).

                  "Borrowed Money" of any Person means any Indebtedness of such
         Person for or in respect of money borrowed or raised by whatever means
         (including acceptances, deposits, lease obligations under Capital
         Leases, Mandatory Payment Preferred Stock and synthetic leases);
         provided, however, that Borrowed Money shall not include (a) any
         guarantees that may be incurred by endorsement of negotiable
         instruments for deposit or collection in the ordinary course of
         business or similar transactions, (b) any obligations or guarantees of
         performance of obligations under a franchise, performance bonds,
         franchise bonds, obligations to reimburse drawings under letters of
         credit issued in accordance with the terms of any safe harbor lease or
         franchise or in lieu of performance or franchise bonds or other
         obligations incurred in the ordinary course of business that do not
         represent money borrowed or raised, in each case to the extent that
         such reimbursement obligations are payable in full within ten (10)
         Business Days after the date upon which such obligation arises, (c)
         trade payables, (d) any obligations of such Person under Swap
         Agreements, (e) customer advance payments and deposits arising in the
         ordinary course of business or (f) operating leases.

                  "Borrower" has the meaning specified in the introduction to
         this Agreement.

                  "Borrowing" means a borrowing consisting of Term Loans under
         Section 2.1 or Revolving Loans under Section 2.4, as the case may be,
         of the same Type, and having, in the case of LIBOR Rate Loans, the same
         Interest Period, made on the same day by the Banks. The term "Committed
         Borrowing" as used herein shall not include any conversion or
         continuation of a Loan under Section 3.6.

                  "Borrowing Date" means any Business Day specified by the
         Borrower as a date on which the Borrower requests the relevant Banks to
         make Loans hereunder.

                  "Business Day" means a day other than a Saturday, Sunday or
         other day on which commercial banks in New York City are authorized or
         required by law to close; provided that when used in connection with a
         LIBOR Rate Loan, the term "Business Day" shall also exclude any day on
         which commercial banks are not open for dealings in Dollar deposits in
         the London interbank market.

                  "Capital Lease" means a lease that, in accordance with GAAP,
         would be recorded as a capital lease on the balance sheet of the
         lessee.

                  "Capital Stock" means any and all shares, interests,
         participations or other equivalents (however designated) of capital
         stock of a corporation, and any and all

                                       3
<PAGE>

         equivalent ownership interests in a Person (other than a corporation),
         including without limitation, partnership interests in partnerships and
         member interests in limited liability companies, and any and all
         warrants or options to purchase any of the foregoing or securities
         convertible into any of the foregoing.

                  "Cash Equivalents" means (a) marketable direct obligations
         issued by, or unconditionally guaranteed by, the United States
         government or issued by any agency thereof and backed by the full faith
         and credit of the United States, in each case maturing within one year
         from the date of acquisition; (b) certificates of deposit, time
         deposits, eurodollar time deposits or overnight bank deposits having
         maturities of 270 days or less from the date of acquisition issued by
         any Bank or by any commercial bank organized under the laws of the
         United States or any state thereof having combined capital and surplus
         of not less than $500,000,000; (c) commercial paper of an issuer rated
         at least A-1 by S&P or P-1 by Moody's, or carrying an equivalent rating
         by a nationally recognized rating agency, if both of the two named
         rating agencies cease publishing ratings of commercial paper issuers
         generally, and maturing within 270 days from the date of acquisition;
         (d) repurchase obligations of any Bank or of any commercial bank
         satisfying the requirements of clause (b) of this definition, having a
         term of not more than 30 days, with respect to securities issued or
         fully guaranteed or insured by the United States government; (e)
         securities with maturities of one year or less from the date of
         acquisition issued or fully guaranteed by any state, commonwealth or
         territory of the United States, by any political subdivision or taxing
         authority of any such state, commonwealth or territory or by any
         foreign government, the securities of which state, commonwealth,
         territory, political subdivision, taxing authority or foreign
         government (as the case may be) are rated at least A by S&P or A by
         Moody's; (f) securities with maturities of 270 days or less from the
         date of acquisition backed by standby letters of credit issued by any
         Bank or any commercial bank satisfying the requirements of clause (b)
         of this definition; (g) money market mutual or similar funds that
         invest exclusively in assets satisfying the requirements of clauses (a)
         through (f) of this definition; or (h) money market funds that (i)
         comply with the criteria set forth in SEC Rule 2a-7 under the
         Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P
         and Aaa by Moody's and (iii) have portfolio assets of at least
         $5,000,000,000.

                  "CEHE Credit Agreement" means the $1,310,000,000 Credit
         Agreement, dated as of November 12, 2002, among CenterPoint Electric,
         as borrower, Credit Suisse First Boston, as administrative agent, and
         the other financial institutions parties thereto, as amended, modified
         or supplemented from time to time.

                  "CEHE Facility" means the credit facilities provided under the
         CEHE Credit Agreement.

                  "CenterPoint Electric" means CenterPoint Energy Houston
         Electric, LLC, a Texas limited liability company formerly known as
         Reliant Energy, Incorporated.

                  "Change in Control" means, with respect to the Borrower, the
         acquisition by any Person or "group" (within the meaning of Rule 13d-5
         of the Exchange Act) of beneficial ownership (determined in accordance
         with Rule 13d-3 of the Exchange Act) of Capital

                                       4
<PAGE>

         Stock of the Borrower, the result of which is that such Person or group
         beneficially owns 30% or more of the aggregate voting power of all then
         issued and outstanding Capital Stock of the Borrower. For purposes of
         the foregoing, the phrase "voting power" means, with respect to an
         issuer, the power under ordinary circumstances to vote for the election
         of members of the board of directors of such issuer.

                  "Closing Date" means the date, on or before October 15, 2003,
         all the conditions set forth in Section 6.1 are satisfied (or waived)
         in accordance with the terms hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, and any successor statute.

                  "Collateral" has the meaning specified in the Pledge
         Agreement.

                  "Commitment" means, as to any Bank, the sum of the Term
         Commitment and the Revolving Commitment of such Bank; and "Commitments"
         shall be the collective reference to the Commitments of all of the
         Banks.

                  "Commitment Fee" has the meaning specified in Section 3.2(a).

                  "Commonly Controlled Entity" means an entity, whether or not
         incorporated, that is under common control with the Borrower within the
         meaning of Section 4001 of ERISA or is part of a group that includes
         the Borrower and that is treated as a single employer under Section 414
         of the Code.

                  "Confidential Information Memorandum" means the Confidential
         Information Memorandum, dated August, 2003.

                  "Consolidated EBITDA" means, for any twelve-month period
         ending on the date of determination, Consolidated Net Income for such
         period plus, without duplication and to the extent reflected as a
         charge in the statement of such Consolidated Net Income for such
         period, the sum of (a) income tax expense, (b) interest expense,
         distributions on Hybrid Preferred Securities (to the extent not
         included in interest expense and to the extent deducted to arrive at
         Consolidated Net Income), amortization or writeoff of debt discount and
         debt issuance costs and commissions, discounts and other fees and
         charges associated with Indebtedness (including the Loans) and
         amortization of settlement payments previously made on forward-starting
         Swap Agreements, (c) depreciation and amortization expense, (d)
         amortization of intangibles (including, but not limited to, goodwill)
         and organization costs, (e) any extraordinary, unusual or non-recurring
         expenses or losses (including, whether or not otherwise includable as a
         separate item in the statement of such Consolidated Net Income for such
         period, losses on sales of assets outside of the ordinary course of
         business), (f) any other non-cash charges and (g) Pre-Tax ECOM, and
         minus, to the extent included as income in the statement of such
         Consolidated Net Income for such period, the sum of (a) interest
         income, (b) any extraordinary, unusual or non-recurring income or gains
         (including, whether or not otherwise includable as a separate item in
         the statement of such Consolidated Net Income for such period, gains on
         the sales of assets outside of the ordinary course of business), (c)
         any other non-cash income, (d) Pre-Tax Securitization Principal and
         Interest, (e) Pre-

                                       5
<PAGE>

         Tax Excess Mitigation Credit and Pre-Tax ECOM, all as determined on a
         consolidated basis. For purposes of this definition, any results of
         operations classified as "discontinued operations" in accordance with
         GAAP will be included in the manner set forth above.

                  "Consolidated Indebtedness" means, as of any date of
         determination, the sum of

                           (i) the total Indebtedness as shown on the
                  consolidated balance sheet of the Borrower and its
                  Consolidated Subsidiaries, determined without duplication of
                  any Guarantee of Indebtedness of the Borrower by any of its
                  Consolidated Subsidiaries or of any Guarantee of Indebtedness
                  of any such Consolidated Subsidiary by the Borrower or any
                  other Consolidated Subsidiary of the Borrower, plus

                           (ii) any Mandatory Payment Preferred Stock, less

                           (iii) the amount of Indebtedness described in clause
                  (i) attributable to amounts then outstanding under receivables
                  facilities or arrangements to the extent that such amounts
                  would not have been shown as Indebtedness on a balance sheet
                  prepared in accordance with GAAP prior to January 1, 1997,
                  less

                           (iv) the aggregate amount of liabilities in respect
                  of any Indexed Debt Securities as shown on the consolidated
                  balance sheet of the Borrower and its Consolidated
                  Subsidiaries, less

                           (v) the present value of the projected recovery,
                  pursuant to applicable legislation and agreement, of (a) the
                  net amount of stranded costs, (b) the Market Value of
                  Generating Assets, provided that at any time after expiration
                  of the RRI Option without exercise thereof, the market value
                  of generating assets shall only be subtracted for purposes of
                  this definition for dates of determination occurring until the
                  earliest of: (x) March 30, 2005, unless at such time the
                  Borrower and/or its Subsidiaries have entered into a binding
                  agreement for the sale of all or substantially all of the
                  Texas Genco Stock or all or substantially all of the assets of
                  the Texas Genco Entities, in which case such date shall be
                  extended to December 31, 2005, (y) consummation of the sale of
                  all or substantially all of the Texas Genco Stock or all or
                  substantially all of the assets of the Texas Genco Entities
                  and (z) the consummation of the Stranded Cost Securitization
                  for Net Cash Proceeds of at least $3,000,000,000 and (c)
                  certain power market price and fuel cost recovery true-ups,
                  determined in a manner substantially consistent with the
                  calculations set forth on Schedule 1.1(C), less

                           (vi) the greater of (x) until the date that is six
                  months after the receipt thereof, cash and Cash Equivalents of
                  the Borrower and its Subsidiaries on such date of
                  determination constituting Net Cash Proceeds of the Stranded
                  Cost Securitization and (y) until the date of the final
                  scheduled maturity of the CEHE Credit Agreement, the lesser of
                  (A) the aggregate amount of cash and Cash Equivalents of the
                  Borrower and its Subsidiaries on such date of determination
                  constituting Net Cash Proceeds of the Stranded Cost
                  Securitization and (B) the

                                       6
<PAGE>

                  aggregate principal amount outstanding on such date under the
                  CEHE Credit Agreement.

                  "Consolidated Net Income" means, for any period, the
         consolidated net income (or loss) of the Borrower and its Subsidiaries,
         determined on a consolidated basis in accordance with GAAP; provided
         that there shall be excluded (a) the income (or deficit) of any Person
         accrued prior to the date it becomes a Subsidiary of the Borrower or is
         merged into or consolidated with the Borrower or any of its
         Subsidiaries and (b) the income (or deficit) of any Person (other than
         a Subsidiary of the Borrower) in which the Borrower or any of its
         Subsidiaries has an ownership interest, except to the extent that any
         such income is actually received by the Borrower or such Subsidiary in
         the form of dividends or similar distributions.

                  "Consolidated Subsidiary" means, with respect to a specified
         Person at any date, any Subsidiary or any other Person, the accounts of
         which under GAAP would be consolidated with those of such specified
         Person in its consolidated financial statements as of such date.

                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any written
         agreement, instrument or other written undertaking to which such Person
         is a party or by which it or any of its property is bound.

                  "Controlled" means, with respect to any Person, the ability of
         another Person (whether directly or indirectly and whether by the
         ownership of voting securities, contract or otherwise) to appoint
         and/or remove the majority of the members of the board of directors or
         other governing body of that Person (and "Control" shall be similarly
         construed).

                  "Default" means any event that, with the lapse of time or
         giving of notice, or both, or any other condition, would constitute an
         Event of Default.

                  "Default Rate" means with respect to any overdue amount owed
         hereunder, a rate per annum equal to (a) in the case of overdue
         principal with respect to any Loan, the sum of the interest rate in
         effect at such time with respect to such Loan under Section 3.3, plus
         2%; provided that in the case of overdue principal with respect to any
         LIBOR Rate Loan, after the end of the Interest Period with respect to
         such Loan, the Default Rate shall equal the rate set forth in clause
         (b) below and (b) in the case of overdue interest with respect to any
         LIBOR Rate Loan, Commitment Fees or other amounts payable hereunder,
         the sum of the ABR in effect at such time plus 2%.

                  "Designated Rating" means (a) at any time that the Long-Term
         Debt Rating is assigned by both S&P and Moody's and such ratings are
         equivalent, such rating shall be the Designated Rating, and (b) if
         clause (a) does not apply, the lower of such ratings issued by S&P or
         Moody's. Any change in the calculation of the Applicable Margin with
         respect to Borrower that is caused by a change in the Designated Rating
         will become effective on the date of the change in the Designated
         Rating. If the rating system of any Rating Agency shall change, or if
         either S&P or Moody's shall cease to be in the business

                                       7
<PAGE>

         of rating corporate debt obligations, the Borrower and the
         Administrative Agent shall negotiate in good faith if necessary to
         amend this definition to reflect such changed rating system or the
         unavailability of ratings from such Rating Agencies and, pending the
         effectiveness of any such amendment, the Designated Rating shall be
         determined by reference to the rating most recently in effect prior to
         such change or cessation.

                  "Disposition" means with respect to any Property (excluding
         cash and Cash Equivalents), any sale, lease, sale and leaseback,
         assignment, conveyance, transfer or other disposition thereof outside
         the ordinary course of business. The terms "Dispose" and "Disposed of"
         shall have correlative meanings.

                  "Dollars" and the symbol "$" mean the lawful currency of the
         United States.

                  "Early Funding ABR Loan" has the meaning specified in Section
         2.5(a).

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time.

                  "Event of Default" has the meaning specified in Section 8.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

                  "Existing Credit Agreement" means the $3,850,000,000 Credit
         Agreement, dated as of October 10, 2002, (as heretofore amended,
         modified or supplemented) among the Borrower, the Administrative Agent
         and other financial institutions parties thereto.

                  "Existing Credit Facility" means the credit facility provided
         under the Existing Credit Agreement.

                  "Existing Issuing Banks" means each of JPMorgan Chase Bank and
         Citibank, N.A., in their respective capacities as issuers of the
         Existing Letters of Credit.

                  "Existing Letters of Credit" means the letters of credit
         described on Schedule 1.1(D).

                  "Facility" means each of the Term Facility and the Revolving
         Facility.

                  "Federal Funds Effective Rate" means, for any day, a
         fluctuating rate per annum equal to the weighted average of the rates
         on overnight federal funds transactions with members of the Federal
         Reserve System arranged by federal funds brokers, as published on the
         next succeeding Business Day by the Federal Reserve Bank of New York,
         or, if such rate is not so published for any day that is a Business
         Day, the average of the quotations for such day for such transactions
         received by the Administrative Agent from three federal funds brokers
         of recognized standing selected by the Borrower.

                  "Funding Office" means the office of the Administrative Agent
         specified in Section 10.2 or such other office as may be specified from
         time to time by the

                                       8
<PAGE>

         Administrative Agent as its funding office by written notice to the
         Borrower and the Banks.

                  "GAAP" means generally accepted accounting principles in
         effect from time to time in the United States of America.

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Guarantee" means, as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing Person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counterindemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any principal of any
         Indebtedness for Borrowed Money (the "primary obligation") of any other
         third Person in any manner, whether directly or indirectly, including,
         without limitation, any obligation of the guaranteeing Person, whether
         or not contingent, (i) to purchase any such primary obligation or any
         property constituting direct or indirect security therefor, (ii) to
         advance or supply funds for the purchase or payment of any such primary
         obligation or (iii) otherwise to assure or hold harmless the owner of
         any such primary obligation against loss in respect thereof. The amount
         of any Guarantee of any guaranteeing person shall be deemed to be the
         lower of (a) an amount equal to the stated or determinable amount of
         the primary obligation in respect of which such Guarantee is made and
         (b) the maximum amount for which such guaranteeing person may be liable
         pursuant to the terms of the instrument embodying such Guarantee,
         unless such primary obligation and the maximum amount for which such
         guaranteeing person may be liable are not stated or determinable, in
         which case the amount of such Guarantee shall be such guaranteeing
         person's maximum reasonably anticipated liability in respect thereof as
         determined by the Borrower in good faith (and "guaranteed" and
         "guarantor" shall be construed accordingly).

                  "Highest Lawful Rate" means, with respect to each Bank, the
         maximum nonusurious interest rate, if any, that at any time or from
         time to time may be contracted for, taken, reserved, charged or
         received with respect to any Loan or on other amounts, if any, due to
         such Bank pursuant to this Agreement or any other Loan Document under
         applicable law. "Applicable law" as used in this definition means, with
         respect to each Bank, that law in effect from time to time that permits
         the charging and collection by such Bank of the highest permissible
         lawful, nonusurious rate of interest on the transactions herein
         contemplated including, without limitation, the laws of each State that
         may be held to be applicable, and of the United States, if applicable.

                  "Hybrid Preferred Securities" means preferred securities
         issued by any Hybrid Preferred Securities Subsidiary.

                  "Hybrid Preferred Securities Subsidiary" means any Delaware
         business trust (or similar entity) (i) all of the common equity
         interest of which is owned (either directly or indirectly through one
         or more Wholly-Owned Subsidiaries) at all times by the Borrower,

                                       9
<PAGE>

         (ii) that has been formed for the purpose of issuing Hybrid Preferred
         Securities and (iii) substantially all of the assets of which consist
         at all times solely of the Junior Subordinated Debt and payments made
         from time to time on the Junior Subordinated Debt.

                  "Indebtedness" of any Person means the sum of (a) all items
         (other than Capital Stock, capital surplus and retained earnings) that,
         in accordance with GAAP consistently applied, would be included in
         determining total liabilities as shown on the liability side of a
         balance sheet of such Person as at the date on which the Indebtedness
         is to be determined, (b) all obligations of the Borrower or any
         Subsidiary, contingent or otherwise, as account party or applicant (or
         equivalent status) in respect of any standby letters of credit or
         equivalent instruments, and (c) without duplication, the amount of
         Guarantees by such Person of items described in clauses (a) and (b);
         provided, however, that Indebtedness of a Person shall not include (i)
         any Junior Subordinated Debt owned by any Hybrid Preferred Securities
         Subsidiary, (ii) any Guarantee by the Borrower or its Subsidiaries of
         payments with respect to any Hybrid Preferred Securities, (iii) any
         Securitization Securities or (iv) Hybrid Preferred Securities.

                  "Indexed Debt Securities" means (i) the ZENS and (ii) any
         other security issued by the Borrower or any Consolidated Subsidiary of
         the Borrower that (a) in accordance with GAAP, is shown on the
         consolidated balance sheet of the Borrower and its Consolidated
         Subsidiaries as Indebtedness or a liability and (b) the obligations at
         maturity of which may under certain circumstances be satisfied
         completely by the delivery of, or the amount of such obligations are
         determined by reference to, (1) an equity security owned by the
         Borrower or any of its Consolidated Subsidiaries which is issued by an
         issuer other than the Borrower or any such Consolidated Subsidiary or
         (2) an underlying commodity or security owned by the Borrower or any of
         its Consolidated Subsidiaries.

                  "Insolvency" means, with respect to any Multiemployer Plan,
         the condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA (and "Insolvent" shall be construed accordingly for such
         purposes).

                  "Interest Period" means, for each LIBOR Rate Loan comprising
         part of the same Borrowing, the period commencing on the date of such
         LIBOR Rate Loan or the date of the conversion of any Loan into such
         LIBOR Rate Loan, as the case may be, and ending on the last day of the
         period selected by the Borrower pursuant to Section 2.2, 2.5 or 3.6, as
         the case may be, and, thereafter, each subsequent period commencing on
         the last day of the immediately preceding Interest Period and ending on
         the last day of the period selected by the Borrower pursuant to Section
         3.6. The duration of each such Interest Period shall be one, two,
         three, six or, if available to all Banks under the applicable Facility,
         nine or twelve months or periods shorter than one month, as Borrower
         may select by notice pursuant to Section 2.2, 2.5 or 3.6 hereof,
         provided, however, that:

                           (i)      any Interest Period in respect of a Loan
                  that would otherwise extend beyond the Termination Date shall
                  end on the Termination Date;

                                       10
<PAGE>

                           (ii)     whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day; provided that if such
                  extension would cause the last day of such Interest Period to
                  occur in the next following calendar month, the last day of
                  such Interest Period shall occur on the next preceding
                  Business Day, and

                           (iii)    any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month.

                  "Investment" has the meaning specified in Section 7.2(g).

                  "Issuing Bank" means (i) the Existing Issuing Banks and (ii)
         JPMorgan Chase Bank, in its capacity as issuer of any Letter of Credit,
         and (iii) any other Bank, in such capacity, selected by the Borrower
         with the consent of the Administrative Agent, which shall not be
         unreasonably withheld, and such Bank to be an Issuing Bank. Any
         reference to "the Issuing Bank" herein means the applicable institution
         issuing the applicable Letter of Credit.

                  "Junior Subordinated Debt" means subordinated debt of the
         Borrower or any Subsidiary of the Borrower (i) that is issued at par to
         a Hybrid Preferred Securities Subsidiary in connection with the
         issuance of Hybrid Preferred Securities, (ii) the payment of the
         principal of which and interest on which is subordinated (with certain
         exceptions) to the prior payment in full in cash or its equivalent of
         all senior indebtedness of the obligor thereunder and (iii) that has an
         original tenor no earlier than 30 years from the issuance thereof.

                  "L/C Commitment" means the amount of $200,000,000.

                  "L/C Fee Payment Date" means the last day of each March, June,
         September and December and the Termination Date.

                  "L/C Obligations" means, at any time, an amount equal to the
         sum of (a) the aggregate then undrawn and unexpired face amount of the
         then outstanding Letters of Credit and (b) the aggregate amount of
         drawings under Letters of Credit that have not then been reimbursed
         pursuant to Section 2.7.

                  "L/C Participants" means the collective reference to all the
         Revolving Banks other than the Issuing Bank in their respective
         capacities as participants in L/C Obligations.

                  "Lead Arrangers" means J.P. Morgan Securities Inc. and
         Citigroup Global Markets Inc., in their capacities as sole lead
         arrangers and bookrunners.

                  "Letters of Credit" has the meaning assigned to such term in
         Section 2.7(a)(ii).

                                       11
<PAGE>

                  "LIBOR Rate" means, with respect to each day during each
         Interest Period pertaining to a LIBOR Rate Loan, the rate per annum
         determined on the basis of the rate for deposits in Dollars for a
         period equal to such Interest Period commencing on the first days of
         such Interest Period appearing on Page 3750 of the Telerate screen as
         of 11:00 A.M., London time, two Business Days prior to the beginning of
         such Interest Period. In the event that such rate does not appear on
         Page 3750 of the Telerate screen (or otherwise on such screen), the
         "LIBOR Rate" shall be determined by reference to such other comparable
         publicly available service for displaying eurodollar rates as may be
         selected by the Administrative Agent or, in the absence of such
         availability, by reference to the rate at which the Administrative
         Agent is offered Dollar deposits at or about 11:00 A.M., New York City
         time, two Business Days prior to the beginning of such Interest Period
         in the interbank eurodollar market where its eurodollar and foreign
         currency and exchange operations are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein.

                  "LIBOR Rate Loan" means a Loan that bears interest at the
         LIBOR Rate as provided in Section 3.3(b).

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, assignment, deposit arrangement, charge, security
         interest, encumbrance or lien of any kind whatsoever (including any
         Capital Lease).

                  "Loans" means the loans made by the Banks to the Borrower
         pursuant to this Agreement.

                  "Loan Documents" means this Agreement, any Notes, the Pledge
         Agreement and any document or instrument executed in connection with
         the foregoing.

                  "Long-Term Debt Rating" means the rating assigned by a Rating
         Agency to the long-term senior unsecured debt securities of the
         Borrower (it being understood that a change in outlook status (e.g.,
         watch status, negative outlook status) is not a change in rating as
         contemplated hereby).

                  "Majority Banks" means, at any time, Banks having in excess of
         50% of (a) until the Closing Date, the Commitments then in effect and
         (b) thereafter, the sum of (i) the aggregate unpaid principal amount of
         the Term Loans then outstanding, and (ii) the Total Revolving
         Commitments then in effect or, if the Revolving Commitments shall have
         terminated, the Total Revolving Extensions of Credit then outstanding.

                  "Mandatory Payment Preferred Stock" means any preference or
         preferred stock of the Borrower or of any Consolidated Subsidiary
         (other than (x) any preference or preferred stock issued to the
         Borrower or its Subsidiaries, (y) Hybrid Preferred Securities and (z)
         Junior Subordinated Debt) that is subject to mandatory redemption,
         sinking fund or retirement provisions (regardless of whether any
         portion thereof is due and payable within one year).

                  "Margin Stock" has the meaning assigned to such term in
         Regulation U or X, as the case may be.

                                       12
<PAGE>

                  "Market Value of Generating Assets" means at any date of
         determination, the market value of the Borrower's direct or indirect
         interest in the generating assets; provided that (a) at any time before
         the consummation of the exercise of the RRI Option, such market value
         shall be 110% of the current floor price calculated in accordance with
         the RRI Option, and (b) at any time after the RRI Option expires
         without the exercise thereof, such market value shall be the product of
         (i) the average closing price of a share of common stock of Texas Genco
         for the last five trading days of the most recently completed calendar
         quarter and (ii) the number of shares of common stock of Texas Genco
         owned directly or indirectly by the Borrower as of the most recently
         completed calendar quarter; provided further that at any time the
         market value is calculated pursuant to clause (b) above, such value
         shall be no less than an amount equal to the product of (x) the present
         value, discounted at a rate equal to 7%, of a perpetual stream of
         payments equal to the product of (i) the amount of the quarterly
         distribution paid in the most recently completed fiscal quarter on a
         share of common stock of Texas Genco and (ii) four, and (y) the number
         of shares of common stock of Texas Genco owned directly or indirectly
         by the Borrower at the end of the most recently completed fiscal
         quarter.

                  "Material Adverse Effect" means any material adverse effect on
         (a) the business, financial condition or operations of the Borrower and
         its Consolidated Subsidiaries, taken as a whole, or (b) the legality,
         validity or enforceability of the Loan Documents.

                  "Moody's" means Moody's Investors Service, Inc. and any
         successor rating agency.

                  "Mortgage" means the Mortgage and Deed of Trust, dated as of
         November 1, 1944, by CenterPoint Electric to South Texas Commercial
         National Bank of Houston, as Trustee (JPMorgan Chase Bank, successor
         Trustee), as amended and supplemented from time to time.

                  "Multiemployer Plan" means a Plan that is a multiemployer plan
         as defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds" means (a) as consideration for any
         Disposition (other than the Stranded Cost Securitization) or any
         Recovery Event, the proceeds thereof in the form of cash and cash
         equivalents (including any such proceeds received by way of deferred
         payment of principal pursuant to a note or installment receivable or
         purchase price adjustment receivable or otherwise, but only as and when
         received) of such Disposition or Recovery Event, net of brokerage fees,
         attorneys' fees, accountants' fees, investment banking fees, amounts
         required to be applied to the repayment of Indebtedness or other
         obligation pursuant to Contractual Obligations of the Borrower or any
         of its Subsidiaries existing on the Closing Date and other customary
         fees and expenses actually incurred in connection therewith and net of
         taxes paid or reasonably estimated to be payable as a result thereof
         (after taking into account any available tax credits or deductions and
         any tax sharing arrangements), all distributions and payments required
         to be made to minority interest holders in Subsidiaries as a result of
         such Disposition or Recovery Event and deduction of amounts established
         by the Borrower or any of its Subsidiaries as a reserve

                                       13
<PAGE>

         for liabilities retained by the Borrower or any of its Subsidiaries
         after such Disposition or Recovery Event, which liabilities are
         associated with the asset or assets being sold or otherwise retained in
         connection with such transaction, including, without limitations, in
         respect of the sale price of such asset or assets, pension and other
         post-employment benefit liabilities and liabilities related to
         environmental matters or against any indemnification obligations or
         other retained liabilities or obligations associated with such
         Disposition or Recovery Event and (b) in connection with any Stranded
         Cost Securitization, the cash proceeds received from such
         securitization, net of (i) attorneys' fees, investment banking fees,
         accountants' fees, underwriting discounts, escrow fees, reserves,
         related swap costs and commissions and other customary fees and
         expenses actually incurred in connection therewith and other similar
         payment obligations resulting therefrom (other than the obligations
         under this Agreement) that are required to be paid concurrently or
         otherwise as a result of such issuance or incurrence and (ii) other
         amounts that are to be repaid under the CEHE Credit Agreement in
         connection therewith.

                  "Note" means the collective reference to any promissory note
         evidencing Loans.

                  "Notice of Borrowing" has the meaning specified in Section
         2.2.

                  "Notice of Interest Conversion/Continuation" has the meaning
         specified in Section 3.6(a).

                  "Other Taxes" has the meaning specified in Section 4.3(b).

                  "Participant" has the meaning specified in Section 10.6(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA or any
         successor.

                  "Permitted Liens" means with respect to any Person:

                           (a)      Liens for current taxes, assessments or
                  other governmental charges that are not delinquent or remain
                  payable without any penalty, or the validity or amount of
                  which is contested in good faith by appropriate proceedings,
                  provided, however, that adequate reserves with respect thereto
                  are maintained on the books of such Person in accordance with
                  GAAP, and provided, further, that, subject to Section 7.1(d),
                  any right to seizure, levy, attachment, sequestration,
                  foreclosure or garnishment with respect to Property of such
                  Person or any Subsidiary of such Person by reason of such Lien
                  has not matured, or has been, and continues to be, effectively
                  enjoined or stayed;

                           (b)      landlord Liens for rent not yet due and
                  payable and Liens for materialmen, mechanics, warehousemen,
                  carriers, employees, workmen, repairmen and other similar
                  nonconsensual Liens imposed by operation of law, for current
                  wages or accounts payable or other sums not yet delinquent, in
                  each case arising in the ordinary course of business or if
                  overdue, that are being contested in good faith by appropriate
                  proceedings, provided, however, that, subject to Section
                  7.1(d), any right to seizure, levy, attachment, sequestration,

                                       14
<PAGE>

                  foreclosure or garnishment with respect to Property of such
                  Person or any Subsidiary of such Person by reason of such Lien
                  has not matured, or has been, and continues to be, effectively
                  enjoined or stayed;

                           (c)      Liens (other than any Lien imposed pursuant
                  to Section 401(a)(29) or 412(n) of the Code, ERISA or any
                  environmental law, order, rule or regulation) incurred or
                  deposits made, in each case, in the ordinary course of
                  business, (i) in connection with workers' compensation,
                  unemployment insurance and other types of social security or
                  (ii) to secure (or to obtain letters of credit that secure)
                  the performance of tenders, statutory obligations, surety and
                  appeal bonds, bids, leases, performance or payment bonds,
                  purchase, construction, sales contracts and other similar
                  obligations, in each case not incurred or made in connection
                  with the borrowing of money, the obtaining of advances or the
                  payment of the deferred purchase price of property;

                           (d)      Liens arising out of or in connection with
                  any litigation or other legal proceeding that is being
                  contested in good faith by appropriate proceedings; provided,
                  however, that adequate reserves with respect thereto are
                  maintained on the books of such Person in accordance with
                  GAAP; and provided, further, that, subject to Sections 7.1(d)
                  and 8.1(i) (so long as such Lien is discharged or released
                  within 90 days of attachment thereof), any right to seizure,
                  levy, attachment, sequestration, foreclosure or garnishment
                  with respect to Property of such Person or any Subsidiary of
                  such Person by reason of such Lien has not matured, or has
                  been, and continues to be, effectively enjoined or stayed;

                           (e)      precautionary filings under the applicable
                  Uniform Commercial Code made by a lessor with respect to
                  personal property leased to such Person or any Subsidiary of
                  such Person;

                           (f)      other non-material Liens or encumbrances
                  none of which secures Indebtedness for Borrowed Money or
                  interferes materially with the use of the Property affected in
                  the ordinary conduct of Borrower's or its Subsidiaries'
                  business and which individually or in the aggregate do not
                  have a Material Adverse Effect;

                           (g)      easements, rights-of-way, restrictions and
                  other similar encumbrances and exceptions to title existing or
                  incurred in the ordinary course of business that, in the
                  aggregate, do not in any case materially detract from the
                  value of the property subject thereto or materially interfere
                  with the ordinary conduct of the business of the Borrower and
                  its Subsidiaries, taken as a whole;

                           (h)      (i) Liens created by Capital Leases,
                  provided that the Liens created by any such Capital Lease
                  attach only to the Property leased to the Borrower or one of
                  its Subsidiaries pursuant thereto, (ii) purchase money Liens
                  securing Indebtedness (including such Liens securing
                  Indebtedness incurred within twelve months of the date on
                  which such Property was acquired) provided that all such Liens
                  attach only to the Property purchased with the proceeds of the

                                       15
<PAGE>

                  Indebtedness secured thereby and only secure the Indebtedness
                  incurred to finance such purchase, (iii) Liens on receivables,
                  customer charges, notes, ownership interests, contracts or
                  contract rights created in connection with a sale,
                  securitization or monetization of such receivables, customer
                  charges, notes, ownership interests, contracts or contract
                  rights, and Liens on rights of the Borrower or any Subsidiary
                  related to such receivables, customer charges, notes,
                  ownership interests, contracts or contract rights which are
                  transferred to the purchaser of such receivables, customer
                  charges, notes, ownership interests, contracts or contract
                  rights in connection with such sale, securitization or
                  monetization, provided that such Liens secure only the
                  obligations of the Borrower or any of its Subsidiaries in
                  connection with such sale, securitization or monetization and
                  (iv) Liens created by leases that do not constitute Capital
                  Leases at the time such leases are entered into, provided that
                  the Liens created thereby attach only to the Property leased
                  to the Borrower or one of its Subsidiaries pursuant thereto;

                           (i) Liens on cash and short-term investments (i)
                  deposited by the Borrower or any of its Subsidiaries in
                  accounts with or on behalf of futures contract brokers or
                  other counterparties or (ii) pledged by the Borrower or any of
                  its Subsidiaries, in the case of clause (i) or (ii) to secure
                  its obligations with respect to contracts (including without
                  limitation, physical delivery, option (whether cash or
                  financial), exchange, swap and futures contracts) for the
                  purchase or sale of any energy-related commodity or interest
                  rate or currency rate management contracts; and

                           (j) Liens on (i) Property owned by a Project
                  Financing Subsidiary or (ii) equity interests in a Project
                  Financing Subsidiary (including in each case a pledge of a
                  partnership interest, common stock or a membership interest in
                  a limited liability company) securing Indebtedness incurred in
                  connection with a Project Financing.

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, government (or any political
         subdivision or agency thereof) or any other entity of whatever nature.

                  "Plan" means, at a particular time with respect to the
         Borrower, any employee benefit plan that is covered by ERISA and in
         respect of which Borrower or a Commonly Controlled Entity is (or, if
         such plan were terminated at such time, would under Section 4069 of
         ERISA be deemed to be) an "employer" as defined in Section 3(5) of
         ERISA.

                  "Pledge Agreement" means the Pledge Agreement, substantially
         in the form of Exhibit A, as amended, modified or supplemented from
         time to time, or a pledge agreement delivered pursuant to Section
         7.2(c).

                  "Pre-Tax ECOM" means the amount recorded as income/expense on
         the consolidated income statement of the Borrower and its Consolidated
         Subsidiaries to reflect the difference between the market price of
         power established through the electric

                                       16
<PAGE>

         generation capacity auctions mandated by the Texas Electric Choice Act
         and the power cost projections that were employed for the same time
         period in the computer model used by the Public Utility Commission of
         Texas in the proceeding under PURA section 39.201 to estimate the
         stranded costs associated with electric generation assets.

                  "Pre-Tax Excess Mitigation Credit" means the amount of the
         credit, if any, provided to retail electric customers under order of
         the Public Utility Commission of Texas to reflect the refund of an
         amount equal to estimated cumulative excess earnings applicable to the
         years 1998 through 2001 which were used to accelerate depreciation on
         electric generation assets in order to reduce or mitigate exposure to
         stranded costs associated with electric generation assets.

                  "Pre-Tax Securitization Principal and Interest" means the
         non-bypassable transition charges billed to customers taking electric
         delivery service from a direct or indirect Subsidiary of the Borrower
         for payment of debt service on Securitization Securities.

                  "Pro Rata Percentage" means, as to any Bank at any time, a
         fraction (expressed as a percentage) the numerator of which is the sum
         of (a) the aggregate amount of outstanding Term Loans made by such Bank
         and (b) the amount of such Bank's Revolving Commitment or, if the
         Revolving Commitments shall have terminated, the Revolving Extensions
         of Credit of such Bank then outstanding, and the denominator of which
         is the sum of (x) the aggregate amount of outstanding Term Loans made
         by all of the Banks and (y) the Total Revolving Commitments then in
         effect or, if the Revolving Commitments shall have terminated, the
         Total Revolving Extensions of Credit then outstanding.

                  "Project Financing" means any Indebtedness or lease
         obligations that do not constitute Capital Leases at the time such
         leases are entered into, in each case that are incurred to finance a
         project or group of projects (including any construction financing) to
         the extent that such Indebtedness (or other obligations) expressly are
         not recourse to the Borrower or any of its Subsidiaries (other than a
         Project Financing Subsidiary) or any of their respective Property other
         than the Property of a Project Financing Subsidiary and equity
         interests in a Project Financing Subsidiary (including in each case a
         pledge of a partnership interest, common stock or a membership interest
         in a limited liability company).

                  "Project Financing Subsidiary" means any Subsidiary of the
         Borrower (or any other Person in which Borrower directly or indirectly
         owns a 50% or less interest) whose principal purpose is to incur
         Project Financing or to become an owner of interests in a Person so
         created to conduct the business activities for which such Project
         Financing was incurred, and substantially all the fixed assets of which
         Subsidiary or Person are those fixed assets being financed (or to be
         financed) in whole or in part by one or more Project Financings.

                                       17
<PAGE>

                  "Property" means any interest or right in any kind of property
         or asset, whether real, personal or mixed, owned or leased, tangible or
         intangible and whether now held or hereafter acquired.

                  "Purchasing Banks" has the meaning specified in Section
         10.6(c).

                  "Rating Agencies" means (a) S&P and (b) Moody's.

                  "Recovery Event" means any settlement of or payment in respect
         of any material Property of any Texas Genco Entity or casualty
         insurance claim or any condemnation proceeding for any material asset
         or related assets of any Texas Genco Entity that yields Net Cash
         Proceeds to the Borrower or any of its Subsidiaries.

                  "Register" has the meaning specified in Section 10.6(d)
         hereof.

                  "Regulation U" and "Regulation X" means Regulation U and X,
         respectively, of the Board or any other regulation hereafter
         promulgated by the Board to replace the prior Regulation U or X, as the
         case may be, and having substantially the same function.

                  "Reimbursement Obligation" means the obligation of the
         Borrower to reimburse the Issuing Bank pursuant to Section 2.7(e) for
         amounts drawn under Letters of Credit.

                  "Reinvestment Deferred Amount" means with respect to any
         Reinvestment Event, the aggregate Net Cash Proceeds received by the
         Borrower or any of its Subsidiaries in connection therewith that are
         not applied to prepay the Term Loans or reduce the Revolving
         Commitments pursuant to Section 4.7(c) as a result of the delivery of a
         Reinvestment Notice.

                  "Reinvestment Event" means any Recovery Event in respect of
         which the Borrower or any of its Subsidiaries has delivered a
         Reinvestment Notice.

                  "Reinvestment Notice" means a written notice executed by a
         Responsible Officer stating that no Event of Default has occurred and
         is continuing and that the Borrower or any of its Subsidiaries intends
         to use all or a specified portion of the Net Cash Proceeds of a
         Recovery Event to repair or replace the affected Property.

                  "Reinvestment Prepayment Amount" means with respect to any
         Reinvestment Event, the Reinvestment Deferred Amount relating thereto
         less any amount expended prior to the relevant Reinvestment Prepayment
         Date to repair or replace assets subject of a Recovery Event.

                  "Reinvestment Prepayment Date" means with respect to any
         Reinvestment Event, the earlier of (a) the date occurring 180 days
         after such Reinvestment Event and (b) the date on which the Borrower or
         any of its Subsidiaries shall have determined not to, or shall have
         otherwise ceased to, replace or repair assets subject of the applicable
         Recovery Event with all or any portion of the relevant Reinvestment
         Deferred Amount.

                                       18
<PAGE>

                  "Reorganization" means, with respect to any Multiemployer
         Plan, the condition that such Plan is in reorganization within the
         meaning of Section 4241 of ERISA.

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA and PBGC Reg. Section 4043, other than those
         events as to which the thirty-day notice period is waived under PBGC
         Reg. Section 4043 or other regulations, notices or rulings issued by
         the PBGC.

                  "Requirement of Law" means, as to any Person, any law,
         statute, ordinance, decree, requirement, order, judgment, rule or
         regulation of any Governmental Authority.

                  "Resources" means CenterPoint Energy Resources Corp., a
         Delaware corporation formerly known as "Reliant Energy Resources Corp."
         and "NorAm Energy Corp.", and a Subsidiary of the Borrower.

                  "Responsible Officer" means, with respect to any Person, its
         chief financial officer, chief accounting officer, assistant treasurer,
         treasurer or controller of such Person or any other officer of such
         Person whose primary duties are similar to the duties of any of the
         previously listed officers of such Person.

                  "Restricted Payment" means any dividend or other distribution
         (whether in cash, securities or other property) with respect to any
         common Capital Stock in the Borrower, or any payment (whether in cash,
         securities or other property), including any sinking fund or similar
         deposit, on account of the purchase, redemption, retirement,
         acquisition, cancellation or termination of any such Capital Stock in
         the Borrower or any option, warrant or other right to acquire any such
         Capital Stock in the Borrower.

                  "Revolving Bank" means each Bank that has a Revolving
         Commitment or that holds Revolving Loans.

                  "Revolving Borrowing" means a borrowing consisting of
         Revolving Loans under Section 2.4.

                  "Revolving Commitment" means, as to any Revolving Bank, the
         obligation of such Bank, if any, to make Revolving Loans and
         participate in Letters of Credit in an aggregate principal and/or face
         amount not to exceed the amount set forth under the heading "Revolving
         Commitment" opposite such Bank's name on Schedule 1.1(A) or in the
         Assignment and Acceptance pursuant to which such Bank became a party
         hereto, as the same may be changed from time to time pursuant to the
         terms hereof. The original amount of the Total Revolving Commitments is
         $1,425,000,000.

                  "Revolving Extensions of Credit" means, as to any Revolving
         Bank at any time, an amount equal to the sum of (a) the aggregate
         principal amount of all Revolving Loans held by such Bank then
         outstanding and (b) such Bank's Revolving Percentage of the L/C
         Obligations then outstanding.

                  "Revolving Facility" means the Revolving Commitments and the
         extensions of credit made thereunder.

                                       19
<PAGE>

                  "Revolving Loan Maturity Date" means October 7, 2006.

                  "Revolving Loans" has the meaning specified in Section 2.4(a).

                  "Revolving Percentage" means, as to any Revolving Bank at any
         time, a fraction (expressed as a percentage) the numerator of which is
         the amount of such Bank's Revolving Commitment or, if the Revolving
         Commitments shall have terminated, the Revolving Extensions of Credit
         of such Bank then outstanding, and the denominator of which is the
         Total Revolving Commitments then in effect or, if the Revolving
         Commitments shall have terminated, the Total Revolving Extensions of
         Credit then outstanding.

                  "RRI Option" means the option relating to the Texas Genco
         Stock granted to Reliant Resources, Inc. pursuant to the Texas Genco
         Option Agreement, dated as of December 31, 2000, between the Borrower
         and Reliant Resources, Inc., as amended, modified or supplemented from
         time to time.

                  "S&P" means Standard & Poor's Ratings Group and any successor
         rating agency.

                  "SEC" means the Securities and Exchange Commission and any
         successor thereto.

                  "Secured Indebtedness" means, with respect to any Person, all
         Indebtedness secured (or for which the holder of such Indebtedness has
         an existing right, contingent or otherwise, to be secured) by any Lien
         on any Property (including, without limitation, accounts and contract
         rights) owned by such Person or any of its Subsidiaries, even though
         such Person has not assumed or become liable for the payment of such
         Indebtedness.

                  "Securitization Securities" means transition bonds issued
         pursuant to the Texas Electric Choice Plan if (and only if) no recourse
         may be had to the Borrower or any of its Subsidiaries (or to their
         respective assets) for the payment of such obligations, other than the
         issuer of the bonds and its assets, provided that, payment of such
         transition charges by any retail electric provider ("REP") in
         accordance with such legislation, whether or not such REP has collected
         such charges from the retail electric customers, shall not be deemed
         "recourse" hereunder, including any REP that is a division of an
         Affiliate of the Borrower or any Affiliate of the Borrower.

                  "Securitization Subsidiary" means a special purpose subsidiary
         created to issue Securitization Securities.

                  "Significant Subsidiary" means (i) for the purposes of
         determining what constitutes an "Event of Default" under Sections
         8.1(f), (g), (h), (i) and (j), a Subsidiary of the Borrower (other than
         a Project Financing Subsidiary) whose total assets, as determined in
         accordance with GAAP, represent at least 10% of the total assets of the
         Borrower, on a consolidated basis, as determined in accordance with
         GAAP and (ii) for all other purposes the "Significant Subsidiaries"
         shall be those Subsidiaries of the Borrower whose total assets, as
         determined in accordance with GAAP, represent at least

                                       20
<PAGE>

         10% of the total assets of the Borrower on a consolidated basis, as
         determined in accordance with GAAP for the Borrower's most recently
         completed fiscal year and identified in the certificate most recently
         delivered pursuant to Section 7.1(a)(iv)(C); provided that no
         Securitization Subsidiary shall be deemed to be a Significant
         Subsidiary or subject to the restrictions, covenants or Events of
         Default under this Agreement.

                  "Single Employer Plan" means any Plan that is covered by Title
         IV of ERISA, but that is not a Multiemployer Plan.

                  "Solvent" means, as used in Section 6.1(r), with respect to
         any Person on a particular date, the condition that on such date, (a)
         the fair value of the property of such Person is greater than the total
         amount of liabilities, including, without limitation, contingent
         liabilities, of such Person, (b) the present fair salable value of the
         assets of such Person is not less than the amount that will be required
         to pay the probable liability of such Person on its debts as they
         become absolute and matured, (c) such Person does not intend to, and
         does not believe that it will, incur debts or liabilities beyond such
         Person's ability to pay as such debts and liabilities mature, and (d)
         such Person is not engaged in business or a transaction, and is not
         about to engage in business or a transaction, for which such Person's
         property would constitute an unreasonably small amount of capital. The
         term "Solvency" shall be construed accordingly for such purpose.

                  "Specified Swap Agreement" means any Swap Agreement entered
         into by the Borrower and any Bank or Affiliate thereof to hedge or
         mitigate interest rate risks with respect to the Loans.

                  "Stranded Cost Securitization" means a sale or contribution of
         assets to a Securitization Subsidiary or series of such transactions,
         together with the issuance of Securitization Securities.

                  "Subsidiary" means, as to any Person, a corporation,
         partnership, limited liability company or other entity of which more
         than 50% of the outstanding shares of Capital Stock or other ownership
         interests having ordinary voting power (other than Capital Stock or
         such other ownership interests having such power only by reason of the
         happening of a contingency) to elect directors or other managers of
         such corporation, partnership or other entity are at the time owned,
         directly or indirectly, through one or more Subsidiaries of such
         Person, by such Person; provided, however, that no Securitization
         Subsidiary shall be deemed to be a Subsidiary for purposes of this
         Agreement.

                  "Supermajority Facility Banks" means, with respect to any
         Facility, the holders of more than 66-2/3% of the aggregate unpaid
         principal amount of the Term Loans or the Total Revolving Extensions of
         Credit, as the case may be, outstanding under such Facility (or, in the
         case of the Revolving Facility, prior to any termination of the
         Revolving Commitments, the holders of more than 66-2/3% of the Total
         Revolving Commitments).

                                       21
<PAGE>

                  "Swap Agreement" means any agreement with respect to any swap,
         forward, future or derivative transaction or option or similar
         agreement involving, or settled by reference to, one or more rates,
         currencies, commodities, equity or debt instruments or securities, or
         economic, financial or pricing indices or measures of economic,
         financial or pricing risk or value or any similar transaction or any
         combination of these transactions; provided that no phantom stock or
         similar plan providing for payments only on account of services
         provided by current or former directors, officers, employees or
         consultants of the Borrower or any of its Subsidiaries shall be a "Swap
         Agreement".

                  "Taxes" has the meaning specified in Section 4.3(a).

                  "Term Banks" means each Bank that has a Term Commitment or
         that holds a Term Loan.

                  "Term Commitment" means as to any Term Bank, the obligation of
         such Bank, if any, to make a Term Loan to the Borrower in a principal
         amount not to exceed the amount set forth under the heading "Term
         Commitment" opposite such Bank's name on Schedule 1.1(A). The original
         aggregate amount of the Term Commitment of all Term Banks is
         $925,000,000.

                  "Term Facility" means the Term Commitments and the Term Loans
         made thereunder.

                  "Term Loan" has the meaning specified in Section 2.1.

                  "Term Percentage" means as to any Term Bank at any time, a
         fraction (expressed as a percentage) the numerator of which is the
         aggregate principal amount of such Bank's Term Loans then outstanding,
         and the denominator of which is the aggregate principal amount of the
         Term Loans of all Term Banks then outstanding.

                  "Termination Date" means the Revolving Loan Maturity Date, the
         final scheduled maturity date of the Term Loans or any earlier date on
         which (a) the Commitments have been terminated in accordance with this
         Agreement or (b) all unpaid principal amounts of the Loans hereunder
         have been declared due and payable in accordance with this Agreement.

                  "Texas Genco" means Texas Genco Holdings, Inc.

                  "Texas Genco Entities" has the meaning specified in Section
         7.2(c).

                  "Texas Genco Stock" means the Capital Stock of Texas Genco now
         owned or hereafter acquired by Utility Holding, LLC, which, as of the
         date hereof, constitutes at least 80% of the issued and outstanding
         Capital Stock of Texas Genco.

                  "Total Aggregate Outstanding Extensions of Credit" means, at
         any time, the aggregate amount of Aggregate Outstanding Extensions of
         Credit of all Revolving Banks outstanding at such time.

                                       22
<PAGE>

                  "Total Revolving Commitments" means, at any time, the
         aggregate amount of the Revolving Commitments of all Revolving Banks
         then in effect.

                  "Total Revolving Extensions of Credit" means, at any time, the
         aggregate amount of the Revolving Extensions of Credit of all Revolving
         Banks outstanding at such time.

                  "Tranche" means the collective reference to LIBOR Rate Loans,
         the Interest Periods with respect to all of which begin on the same
         date and end on the same later date (whether or not such Loans shall
         originally have been made on the same day).

                  "Transferee" has the meaning specified in Section 10.6(f).

                  "Transfer Effective Date" has the meaning specified in Section
         10.6(c).

                  "Triggering Event" has the meaning specified in Section
         4.9(b).

                  "Type" refers to the determination of whether a Loan is an ABR
         Loan or a LIBOR Rate Loan (or a Borrowing comprised of such Loans).

                  "Uniform Customs" means the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "United States" means the United States of America.

                  "Utility Holding, LLC" means Utility Holding, LLC, a Delaware
         limited liability company and the direct parent of Texas Genco.

                  "Wholly-Owned" means, with respect to any Subsidiary of any
         Person, all the outstanding Capital Stock (other than directors'
         qualifying shares required by law) or other ownership interest of such
         Subsidiary which are at the time owned by such Person or by one or more
         Wholly-Owned Subsidiaries of such Person, or both.

                  "ZENS" means the 2.0% Zero-Premium Exchangeable Subordinated
         Notes due 2029 issued pursuant to the ZENS Indenture by CenterPoint in
         an initial aggregate face amount of $999,999,943.25 and the obligations
         at maturity of which may be determined by reference to shares of AOL
         Stock.

                  "ZENS Indenture" means the Indenture entered into by
         CenterPoint in connection with the issuance of the ZENS, together with
         all instruments and other agreements entered into by CenterPoint in
         connection therewith.

         SECTION 1.2. Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

         (b) As used herein and in the other Loan Documents, and any certificate
or other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to the

                                       23
<PAGE>

Borrower or any of its Subsidiaries not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

         (c) The words "hereof", "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

         (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                                   ARTICLE II

              AMOUNTS AND TERMS OF THE LOANS AND LETTERS OF CREDIT

         SECTION 2.1. Term Commitments. Subject to the terms and conditions
hereof, each Term Bank severally agrees to make a term loan (a "Term Loan") to
the Borrower on the Closing Date in an amount not to exceed the amount of the
Term Commitment of such Bank. The Term Loans may from time to time be LIBOR Rate
Loans or ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 3.6.

         SECTION 2.2. Procedure for Term Loan Borrowing. The Borrower shall give
the Administrative Agent irrevocable notice (which notice shall on the Closing
Date be deemed to have been submitted by the Borrower for ABR Loans in the full
amount of the Term Commitments of all the Banks, and the Borrower shall have
been deemed to have made the representations and warranties contained in the
Notice of Borrowing) requesting that the Term Banks make the Term Loans on the
Closing Date and specifying the amount to be borrowed. With respect to any oral
notice of borrowing given by the Borrower, the Borrower shall promptly
thereafter confirm such notice in writing. Each written notice of borrowing and
each confirmation of an oral notice of borrowing shall be in substantially the
form of Exhibit B hereto ("Notice of Borrowing") which shall be signed by the
Borrower and shall specify therein the requested (i) date of such Borrowing,
(ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such
Borrowing and (iv) with respect to any LIBOR Rate Loan, the Interest Period for
each such Loan. Upon receipt of a Notice of Borrowing the Administrative Agent
shall promptly notify each Term Bank thereof. Not later than 1:00 P.M., (New
York City time), on the Closing Date each Term Bank shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the Term Loan or Term

                                       24
<PAGE>

Loans to be made by such Bank. The Administrative Agent shall credit the account
of the Borrower on the books of the Funding Office of the Administrative Agent
with the aggregate of the amounts made available to the Administrative Agent by
the Term Banks in immediately available funds.

         SECTION 2.3. Repayment of Term Loans. The Term Loan of each Term Bank
shall mature in nine installments, each of which shall be in an amount equal to
such Bank's Term Percentage multiplied by the amount set forth below opposite
such installment:

<TABLE>
<CAPTION>
   Installment                                  Principal Amount
   -----------                                  ----------------
<S>                                             <C>
December 31, 2003                                 $  2,500,000
March 31, 2004                                    $  2,500,000
June 30, 2004                                     $  2,500,000
September 30, 2004                                $  2,500,000
December 31, 2004                                 $  2,500,000
March 31, 2005                                    $  2,500,000
June 30, 2005                                     $  2,500,000
September 30, 2005                                $  2,500,000
October 7, 2006                                      Balance
</TABLE>

         SECTION 2.4. The Revolving Commitments. (a) Each Revolving Bank
severally agrees, on the terms and subject to the conditions hereinafter set
forth, to make revolving credit Loans (the "Revolving Loans") to the Borrower
from time to time on any Business Day during the period from the Closing Date
until the Termination Date in an aggregate principal amount outstanding, which,
when added to such Bank's Revolving Percentage of the then outstanding L/C
Obligations, does not exceed at any time such Bank's Revolving Commitment;
provided that no Revolving Loan shall be made as a LIBOR Rate Loan with an
Interest Period ending after the Termination Date; and provided, further, that
in no event shall the Total Aggregate Outstanding Extensions of Credit at any
time exceed the Total Revolving Commitments at such time.

         (b) Each Revolving Borrowing by the Borrower shall be in an aggregate
principal amount not less than $10,000,000 (in the case of LIBOR Rate Loans) or
$5,000,000 (in the case of ABR Loans), or an integral multiple of $1,000,000 in
excess thereof and shall consist of Loans of the same Type made on the same day
by the Banks ratably according to their respective Revolving Percentages. Within
the limits of the applicable Revolving Commitments, the Borrower may borrow,
prepay pursuant to Section 4.6 and reborrow under this Section 2.4. The
principal amount outstanding on the Revolving Loans shall be due and payable on
the Termination Date, together with accrued and unpaid interest thereon.

                                       25
<PAGE>

         SECTION 2.5. Procedure for Revolving Loan Borrowing. (a) The Borrower
may borrow under the Revolving Commitments during the period from and including
the Closing Date to and excluding the Termination Date on any Business Day,
provided that the Borrower shall give the Administrative Agent irrevocable oral
notice or written notice pursuant to a Notice of Borrowing :

                  (i)      not later than 11:00 A.M. (New York City time) on the
         third Business Day prior to the date of the proposed Borrowing in the
         case of a LIBOR Rate Loan;

                  (ii)     not later than 11:00 A.M. (New York City time) on the
         Business Day immediately preceding the date of the proposed Revolving
         Borrowing in the case of an Early Funding ABR Loan; and

                  (iii)    not later than 11:00 A.M. (New York City time) on the
         same Business Day of the proposed Revolving Borrowing in the case of
         any other ABR Loan.

With respect to any oral notice of borrowing given by the Borrower, the Borrower
shall promptly thereafter confirm such notice in writing pursuant to a Notice of
Borrowing. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each Revolving Bank thereof. Each Revolving Bank shall, before
1:00 P.M. (New York City time) on the date of such Revolving Borrowing, make
available to the Administrative Agent at the Funding Office, in immediately
available funds, such Bank's applicable Revolving Percentage of such Revolving
Borrowing; provided, however, that, in the event of a requested ABR Loan with
respect to which the Borrower has delivered its Notice of Borrowing on the
Business Day immediately preceding the requested Borrowing Date (an "Early
Funding ABR Loan"), each Revolving Bank shall make its applicable Revolving
Percentage of such Revolving Borrowing before 10:00 A.M. (New York City time) on
the requested Borrowing Date. The Administrative Agent shall, no later than 2:00
P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York
City time), in the case of an Early Funding ABR Loan), make available to the
Borrower the proceeds of the Revolving Loans received by the Administrative
Agent hereunder by crediting such account of the Borrower which the
Administrative Agent and the Borrower shall from time to time designate. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

         (b) Unless the Administrative Agent shall have received notice from a
Revolving Bank at least two hours prior to the applicable time described in
clause (a) above by which such Bank is required to deliver its funds to the
Administrative Agent with respect to any Revolving Borrowing that such Bank will
not make available to the Administrative Agent such Bank's applicable Revolving
Percentage of such Revolving Borrowing, the Administrative Agent may assume that
such Bank has made such portion available to the Administrative Agent on the
date of such Revolving Borrowing in accordance with Section 2.5(a) and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If such amount is made
available to the Administrative Agent on a date after such date of Revolving
Borrowing, such Bank shall pay to the Administrative Agent on demand an amount
equal to the product of (i) the daily average Federal Funds Effective Rate
during such period, times (ii) the amount of such Bank's applicable Revolving
Percentage of such Revolving Borrowing, times (iii) a fraction, the numerator of
which is the number of days that elapse from and including such date of
Revolving Borrowing to the date on which such

                                       26
<PAGE>

Bank's applicable Revolving Percentage of such Revolving Borrowing shall have
become immediately available to the Administrative Agent and the denominator of
which is 360. A certificate of the Administrative Agent submitted to any Bank
with respect to any amounts owing under this Section 2.5(b) shall be conclusive
in the absence of manifest error. If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan as part of such Revolving Borrowing for purposes of this Agreement.
If such Bank's applicable Revolving Percentage of such Revolving Borrowing is
not in fact made available to the Administrative Agent by such Bank within one
(1) Business Day of such date of Revolving Borrowing, the Administrative Agent
shall be entitled to recover such amount with interest thereon at the rate per
annum, equal to (i) the ABR (in the case of ABR Loans) or (ii) the Federal Funds
Effective Rate (in the case of LIBOR Rate Loans), on demand, from the Borrower.

         (c) The failure of any Revolving Bank to make the Loan to be made by it
as part of any Revolving Borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its Revolving Loan on the date of such
Revolving Borrowing, but no Bank shall be responsible for the failure of any
other Bank to make the Revolving Loan to be made by such other Bank on the date
of any Revolving Borrowing.

         SECTION 2.6. Minimum Tranches. All Borrowings, prepayments, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Tranche of LIBOR Rate Loans shall be equal to $10,000,000 or an
integral multiple of $1,000,000 in excess thereof.

         SECTION 2.7. Letters of Credit. (a) L/C Commitment.

                  (i)      Prior to the Closing Date, the Existing Issuing Banks
         have issued the Existing Letters of Credit which from and after the
         Closing Date shall constitute Letters of Credit hereunder.

                  (ii)     Subject to the terms and conditions hereof, the
         Issuing Bank, in reliance on the agreements of the other Banks set
         forth in Section 2.7(d), agrees to issue letters of credit (together
         with the Existing Letters of Credit, the "Letters of Credit") for the
         account of the Borrower in support of obligations (including, without
         limitation, performance, bid and similar bonding obligations and credit
         enhancement) of the Borrower and its Affiliates on any Business Day on
         or after the Closing Date and prior to the Termination Date in such
         form as may be approved from time to time by the Issuing Bank; provided
         that the Issuing Bank shall have no obligation to issue any Letter of
         Credit if, after giving effect to such issuance, (A) the L/C
         Obligations would exceed the L/C Commitment or (B) the Total Aggregate
         Outstanding Extensions of Credit then outstanding would exceed the
         Total Revolving Commitments then in effect.

                  (iii)    Each Letter of Credit shall be denominated in Dollars
         and shall be a standby letter of credit issued to support obligations
         of the Borrower or any of its Affiliates, contingent or otherwise, and
         expire no later than the Revolving Loan Maturity Date.

                                       27
<PAGE>

                  (iv)     Each Letter of Credit shall be subject to the Uniform
         Customs and, to the extent not inconsistent therewith, the laws of the
         State of New York.

                  (v)      The Issuing Bank shall not at any time be obligated
         to issue any Letter of Credit hereunder if such issuance would conflict
         with, or cause the Issuing Bank or any L/C Participant to exceed any
         limits imposed on such Issuing Bank by, any applicable Requirement of
         Law.

         (b) Procedure for Issuance of Letters of Credit. The Borrower may from
time to time request that the Issuing Bank issue a Letter of Credit by
delivering to the Issuing Bank at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Bank, and
such other certificates, documents and other papers and information as the
Issuing Bank may reasonably request. Upon receipt of any Application, the
Issuing Bank will process such Application and the certificates, documents and
other papers and information delivered to it in connection therewith in
accordance with its customary procedures and shall promptly issue the Letter of
Credit requested thereby (but in no event shall the Issuing Bank be required to
issue any Letter of Credit earlier than two Business Days after its receipt of
the Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter
of Credit in a form satisfactory to the Borrower to the beneficiary thereof or
as otherwise may be agreed by the Issuing Bank and Borrower. The Issuing Bank
shall furnish a copy of such Letter of Credit to the Borrower promptly following
the issuance thereof and notify the Banks of the amount thereof.

         (c) Fees, Commissions and Other Charges.

                  (i)      The Borrower shall pay to the Administrative Agent,
         for the account of the Issuing Bank and the L/C Participants, a letter
         of credit commission fee with respect to each Letter of Credit,
         computed for the period from the last L/C Fee Payment Date (or, if
         later, the date of issuance thereof) to the date upon which such
         payment is due hereunder at the rate per annum equal to the Applicable
         Margin for LIBOR Rate Loans that are Revolving Loans then in effect,
         calculated on the basis of a 365- (or 366-, as the case may be) day
         year, of the aggregate amount available to be drawn under such Letter
         of Credit on the date on which such fee is calculated. The Borrower
         shall pay to the Administrative Agent, for the account of the Issuing
         Bank, a fronting fee with respect to each Letter of Credit, computed
         for the period from the last L/C Fee Payment Date to the date upon
         which such payment is due hereunder at the rate per annum equal to
         0.125%, calculated on the basis of a 365- (or 366-, as the case may be)
         day year, of the aggregate amount available to be drawn under such
         Letter of Credit on the date on which such fee is calculated. Such
         commissions and fronting fees shall be payable in arrears on each L/C
         Fee Payment Date and shall be nonrefundable.

                  (ii)     In addition to the foregoing fees and commissions,
         the Borrower shall pay or reimburse the Issuing Bank for such normal
         and customary costs and reasonable expenses as are incurred or charged
         by the Issuing Bank in issuing, effecting payment under, amending or
         otherwise administering any Letter of Credit.

                                       28
<PAGE>

                  (iii)    The Administrative Agent shall, promptly following
         its receipt thereof, distribute to the Issuing Bank and the L/C
         Participants all fees and commissions received by the Administrative
         Agent for their respective accounts pursuant to this subsection.

         (d) L/C Participations.

                  (i)      The Issuing Bank irrevocably agrees to grant and
         hereby grants to each L/C Participant, and, to induce the Issuing Bank
         to issue Letters of Credit hereunder, each L/C Participant irrevocably
         agrees to accept and purchase and hereby accepts and purchases from the
         Issuing Bank, on the terms and conditions hereinafter stated, for such
         L/C Participant's own account and risk an undivided interest equal to
         such L/C Participant's Revolving Percentage in the Issuing Bank's
         obligations and rights under each Letter of Credit issued hereunder and
         the aggregate amount of drawings under Letters of Credit that have not
         then been reimbursed pursuant to Section 2.7(e). Each L/C Participant
         unconditionally and irrevocably agrees with the Issuing Bank that, if a
         draft is paid under any Letter of Credit for which the Issuing Bank is
         not reimbursed in full by the Borrower in accordance with the terms of
         this Agreement, such L/C Participant shall pay to the Issuing Bank upon
         demand at the Issuing Bank's address for notices specified herein an
         amount equal to such L/C Participant's Revolving Percentage of the
         amount of such draft, or any part thereof, which is not so reimbursed.
         Each Bank acknowledges and agrees that its obligation to acquire
         participations pursuant to this paragraph in respect of Letters of
         Credit is absolute and unconditional and shall not be affected by any
         circumstance whatsoever, including any amendment, renewal or extension
         of any Letter of Credit or the occurrence and continuance of a Default
         or reduction or termination of the Commitments, and that each such
         payment shall be made without any offset, abatement, withholding or
         reduction whatsoever.

                  (ii)     If any amount required to be paid by any L/C
         Participant to the Issuing Bank pursuant to Section 2.7(d)(i) in
         respect of any unreimbursed portion of any payment made by the Issuing
         Bank under any Letter of Credit is not paid to the Issuing Bank within
         one Business Day after the date such payment is due, such L/C
         Participant shall pay to the Issuing Bank on demand an amount equal to
         the product of (A) such amount, times (B) the daily average Federal
         Funds Effective Rate as quoted by the Issuing Bank, during the period
         from and including the date such payment is required to the date on
         which such payment is immediately available to the Issuing Bank, times
         (C) a fraction the numerator of which is the number of days that elapse
         during such period and the denominator of which is 360. If any such
         amount required to be paid by any L/C Participant pursuant to Section
         2.7(d)(i) is not in fact made available to the Issuing Bank by such L/C
         Participant within three (3) Business Days after the date such payment
         is due, the Issuing Bank shall be entitled to recover from such L/C
         Participant, on demand, such amount with interest thereon calculated
         from such due date at the ABR. A certificate of the Issuing Bank
         submitted to any L/C Participant with respect to any amounts owing
         under this subsection shall be conclusive in the absence of manifest
         error.

                  (iii)    Whenever, at any time after the Issuing Bank has made
         payment under any Letter of Credit and has received from any L/C
         Participant its pro rata share of such payment in accordance with
         Section 2.7(d)(i), the Issuing Bank receives any payment

                                       29
<PAGE>

         related to such Letter of Credit (whether directly from the Borrower or
         otherwise, including proceeds of collateral applied thereto by the
         Issuing Bank), or any payment of interest on account thereof, the
         Issuing Bank will distribute to such L/C Participant its pro rata share
         thereof; provided, however, that in the event that any such payment
         received by the Issuing Bank shall be required to be returned by the
         Issuing Bank, such L/C Participant shall return to the Issuing Bank the
         portion thereof previously distributed by the Issuing Bank to it.

         (e) Reimbursement Obligation of the Borrower. (i) The Borrower shall
reimburse the Issuing Bank for any payment that the Issuing Bank makes under a
Letter of Credit on or before the date of such payment if the Borrower receives
notice of such payment on or before 10:00 a.m. (New York City time) on the date
such payment is made by the Issuing Bank; provided, however, that, if the
Borrower does not receive timely notice or reimburse the Issuing Bank under this
Section 2.7(e)(i), then Section 2.7(e)(ii) shall apply. Each such payment shall
be made to the Issuing Bank at its address for notices specified herein in
Dollars and in immediately available funds.

                  (ii)     Notwithstanding Section 5.2, each drawing under any
         Letter of Credit shall be deemed to constitute a Borrowing of ABR Loans
         in the amount of such drawing unless Borrower has reimbursed the
         Issuing Bank under Section 2.7(e)(i). The Borrowing Date with respect
         to each such borrowing shall be deemed to be the date of such drawing.

         (f) Obligations Absolute.

                  (i)      The Borrower's payment obligations under Section
         2.7(e) shall be absolute and unconditional under any and all
         circumstances and irrespective of any set-off, counterclaim or defense
         to payment that the Borrower may have or have had against the Issuing
         Bank or any beneficiary of a Letter of Credit other than a defense
         based upon the gross negligence or willful misconduct of the Issuing
         Bank or violation of the standards of care specified in the Uniform
         Commercial Code of the State of New York.

                  (ii)     The Borrower also agrees with the Issuing Bank that
         the Issuing Bank shall not be responsible for, and the Borrower's
         Reimbursement Obligations under Section 2.7(e) shall not be affected
         by, among other things, (i) the validity or genuineness of documents or
         of any endorsements thereon, even though such documents shall in fact
         prove to be invalid, fraudulent or forged, (ii) any dispute between or
         among the Borrower and any beneficiary of any Letter of Credit or any
         other party to which such Letter of Credit may be transferred or (iii)
         any claims whatsoever of the Borrower against any beneficiary of such
         Letter of Credit or any such transferee.

                  (iii)    The Issuing Bank shall not be liable for any error,
         omission, interruption or delay in transmission, dispatch or delivery
         of any message or advice, however transmitted, in connection with any
         Letter of Credit, except for errors or omissions caused by the Issuing
         Bank's gross negligence or willful misconduct or in violation of the
         standards of care specified in the Uniform Commercial Code of the State
         of New York.

                                       30
<PAGE>

                  (iv)     The Borrower agrees that any action taken or omitted
         by the Issuing Bank under or in connection with any Letter of Credit or
         the related drafts or documents, if done in the absence of gross
         negligence or willful misconduct and in accordance with the standards
         of care specified in the Uniform Commercial Code of the State of New
         York, shall be binding on the Borrower and shall not result in any
         liability of the Issuing Bank to the Borrower.

         (g) Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Bank shall promptly notify the
Borrower by telephone (confirmed by facsimile) of the date and amount thereof
and whether the Issuing Bank has made or will make a payment thereunder. The
responsibility of the Issuing Bank to the Borrower in connection with any draft
presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with such
Letter of Credit.

         (h) Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 2.7, the provisions of this Section 2.7 shall control.

         (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Banks of any such replacement of the Issuing Bank. At the time
any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.7(c). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing
Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

                                  ARTICLE III

                        PROVISIONS RELATING TO ALL LOANS

         SECTION 3.1. Evidence of Loans. (a) Each Bank shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrower to such Bank resulting from each Loan made by such
Bank from time to time, including, without limitation, the amounts of principal
and interest payable and paid to such Bank from time to time under this
Agreement.

         (b) The Administrative Agent shall maintain the Register pursuant to
Section 10.6(d) and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Loan made

                                       31
<PAGE>

by each Bank through the Administrative Agent hereunder, the type thereof and
each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Bank hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Bank's share thereof.

         (c) The entries made in the Register and the accounts of each Bank
maintained pursuant to Section 3.1(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amount of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Bank or the Administrative Agent to maintain the Register or any
such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans
actually made to the Borrower by such Bank in accordance with the terms of this
Agreement.

         SECTION 3.2. Fees. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Bank a commitment fee (the "Commitment Fee") on
the aggregate amount of such Bank's unused Revolving Commitment, from the
Closing Date until such date that the Loans and other obligations under this
Agreement have been paid in full, payable quarterly in arrears on the last day
of each March, June, September and December until such date that the Loans and
other obligations under this Agreement have been paid in full and on such date
of payment in full, commencing on the first such date to occur after the Closing
Date, at a rate per annum of 0.500%.

         (b) The fees payable under Section 3.2(a) shall be calculated by the
Administrative Agent on the basis of a 365- or 366-day year, as the case may be,
for the actual days (including the first day but excluding the last day)
occurring in the period for which such fee is payable.

         (c) The Borrower shall pay to the Administrative Agent, for its own
account, the fees in the amounts and on the dates previously agreed to in
writing by the Borrower and the Administrative Agent.

         SECTION 3.3. Interest. The Borrower shall pay interest on the unpaid
principal amount of each Loan made by each Bank from the date of such Loan until
such principal amount shall be paid in full, at the times and at the rates per
annum set forth below:

         (a) ABR Loans. Each ABR Loan shall bear interest at a rate per annum
equal at all times to the lesser of (i) the ABR plus the Applicable Margin and
(ii) the Highest Lawful Rate, payable quarterly in arrears on the last day of
each March, June, September and December and on the Termination Date.

         (b) LIBOR Rate Loans. Each LIBOR Rate Loan shall bear interest at a
rate per annum equal at all times to, in the case of each LIBOR Rate Loan, the
lesser of (A) the sum of the LIBOR Rate for the applicable Interest Period for
such Loan plus the Applicable Margin and (B) the Highest Lawful Rate, payable on
the last day of such Interest Period and, with respect to Interest Periods of
six, nine or twelve months, on the ninetieth (90th) day after the commencement
of the Interest Period and on each succeeding ninetieth (90th) day during such
Interest Period, and on the Termination Date.

                                       32
<PAGE>

         (c) Calculations. Interest that is determined by reference to the ABR
shall be calculated by the Administrative Agent on the basis of a 365- or
366-day year, as the case may be, for the actual days (including the first day
but excluding the last day) occurring in the period in which such interest is
payable and otherwise shall be calculated by the Administrative Agent on the
basis of a 360-day year for the actual days (including the first day and
excluding the last day) occurring in the period for which such interest is
payable.

         (d) Default Rate. Notwithstanding the foregoing, if all or a portion of
(i) the principal amount of any Loan, (ii) any interest payable thereon, or
(iii) any Commitment Fee or other amount payable hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest, payable from time to time on demand, at a
rate per annum equal to the lesser of (A) the Highest Lawful Rate and (B) the
Default Rate, in each case from the date of such non-payment until such amount
is paid in full (as well after as before judgment).

         (e) Determination Conclusive. Each determination of an interest rate by
the Administrative Agent pursuant to any provisions of this Agreement shall be
conclusive and binding on the Borrower and the Banks in the absence of manifest
error. The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a statement showing in reasonable detail the quotations used by
the Administrative Agent in determining the LIBOR Rate.

         SECTION 3.4. Reserve Requirements. (a) The Borrower agrees to pay to
each Bank that requests compensation under this Section 3.4 in accordance with
the provisions set forth in Section 4.9(b), so long as such Bank shall be
required to maintain reserves against "Eurocurrency liabilities" under
Regulation D of the Board (or, so long as such Bank shall be required by the
Board or by any other Governmental Authority to maintain reserves against any
other category of liabilities that includes deposits by reference to which the
interest rate on LIBOR Rate Loans is determined as provided in this Agreement or
against any category of extensions of credit or other assets of such Bank that
includes any LIBOR Rate Loans), an additional amount (determined by such Bank
and notified to the Borrower pursuant to the provisions set forth in Section
4.9(b)) representing such Bank's calculation or, if an accurate calculation is
impracticable, reasonable estimate (using such method of allocation to such
Loans of the Borrower as such Bank shall determine in accordance with Section
4.9(a)) of the actual costs, if any, incurred by such Bank during the relevant
Interest Period as a result of the applicability of the foregoing reserves to
such LIBOR Rate Loans, which amount in any event shall not exceed the product of
the following for each day of such Interest Period:

                  (i)      the principal amount of the relevant LIBOR Rate Loans
         made by such Bank outstanding on such day;

                  (ii)     the difference between (A) a fraction, the numerator
         of which is the LIBOR Rate (expressed as a decimal) applicable to such
         LIBOR Rate Loan (expressed as a decimal), and the denominator of which
         is one minus the maximum rate (expressed as a decimal) at which such
         reserve requirements are imposed by the Board or other Governmental
         Authority on such date, minus (B) such numerator; and

                                       33
<PAGE>

                  (iii)    a fraction, the numerator of which is one and the
         denominator of which is 360.

         (b) The agreements in this Section 3.4 shall survive the termination of
this Agreement and the payment of all amounts payable hereunder; provided,
however, that in no event shall the Borrower be obligated to reimburse or
compensate any Bank for amounts contemplated by this Section 3.4 for any period
prior to the date that is 90 days before the date upon which such Bank requests
in writing such reimbursement or compensation from the Borrower.

         SECTION 3.5. Interest Rate Determination and Protection. (a) The rate
of interest for each LIBOR Rate Loan shall be determined by the Administrative
Agent two Business Days before the first day of each Interest Period applicable
to such Loan. The Administrative Agent shall give prompt notice to the Borrower
and the Banks of the applicable interest rate determined by the Administrative
Agent for purposes of Sections 3.3(a) and (b) hereof.

         (b) If, with respect to any LIBOR Rate Loans, prior to the first day of
an Interest Period (i) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the London interbank market, adequate and reasonable
means do not exist for ascertaining the LIBOR Rate for such Interest Period or
(ii) the Administrative Agent shall have received notice from the Majority Banks
that the LIBOR Rate determined or to be determined for such Interest Period will
not adequately and fairly reflect the cost to such Banks (as determined in good
faith and certified by such Banks) of making or maintaining their affected LIBOR
Rate Loans during such Interest Period, the Administrative Agent shall give
facsimile or telephonic notice thereof (with written notice to follow promptly)
to the Borrower and the Banks as soon as practicable thereafter. If such notice
is given, (A) any LIBOR Rate Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (B) any Loans that were to have been
converted on the first day of such Interest Period to LIBOR Rate Loans shall be
continued as ABR Loans and (C) any outstanding LIBOR Rate Loans shall be
converted, on the first day of such Interest Period, to ABR Loans. Until such
notice has been withdrawn by the Administrative Agent, no further LIBOR Rate
Loans shall be made or continued as such, nor shall the Borrower have the right
to convert Loans to LIBOR Rate Loans.

         SECTION 3.6. Voluntary Interest Conversion or Continuation of Loans.
(a)The Borrower may on any Business Day, upon the Borrower's irrevocable oral or
written notice of interest conversion/continuation given by the Borrower to the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed interest conversion or
continuation in the case of a LIBOR Rate Loan, (i) convert Loans of one Type
into Loans of another Type; (ii) convert LIBOR Rate Loans for a specified
Interest Period into LIBOR Rate Loans for a different Interest Period; or (iii)
continue LIBOR Rate Loans for a specified Interest Period as LIBOR Rate Loans
for the same Interest Period-; provided, however, that (A) any conversion of any
LIBOR Rate Loans into LIBOR Rate Loans for a different Interest Period, or into
ABR Loans, or any continuation of LIBOR Rate Loans for the same Interest Period
shall be made on, and only on, the last day of an Interest Period for such LIBOR
Rate Loans; (B) no Loan may be converted into or continued as a LIBOR Rate Loan
by the Borrower so long as an Event of Default has occurred and is continuing,
and (C) no Loan may be converted into or continued as a LIBOR Rate Loan if after
giving effect thereto, Section

                                       34
<PAGE>

2.6 would be contravened. With respect to any oral notice of interest
conversion/continuation given by the Borrower under this Section 3.6(a), the
Borrower shall promptly thereafter confirm such notice in writing. Each written
notice of interest conversion/continuation given by the Borrower under this
Section 3.6(a) and each confirmation of an oral notice of interest
conversion/continuation given by the Borrower under this Section 3.6(a) shall be
in substantially the form of Exhibit C hereto ("Notice of Interest
Conversion/Continuation"). Each such Notice of Interest Conversion/Continuation
shall specify therein the requested (x) date of such interest conversion or
continuation; (y) the Loans to be converted or continued; and (z) if such
interest conversion or continuation is into LIBOR Rate Loans, the duration of
the Interest Period for each such LIBOR Rate Loan. Upon receipt of any such
Notice of Interest Conversion/Continuation, the Administrative Agent shall
promptly notify each Bank thereof. Each Notice of Interest Conversion/
Continuation shall be irrevocable and binding on the Borrower.

         (b) If the Borrower shall fail to deliver to the Administrative Agent a
Notice of Interest Conversion/Continuation in accordance with Section 3.6(a)
hereof, or to select the duration of any Interest Period for the principal
amount outstanding under any LIBOR Rate Loan by 11:00 A.M. (New York City time)
on the third Business Day prior to the last day of the Interest Period
applicable to such Loan in accordance with Section 3.6(a), the Administrative
Agent will forthwith so notify the Borrower and the Banks (provided that the
failure to give such notice shall not affect the conversion referred to below)
and such Loans will automatically, on the last day of the then existing Interest
Period therefor, convert into LIBOR Rate Loans with a one month Interest Period.

         SECTION 3.7. Funding Losses Relating to LIBOR Rate Loans. (a) The
Borrower agrees, without duplication of any other provision under this
Agreement, to indemnify each Bank and to hold each Bank harmless from any loss
or expense that such Bank may sustain or incur as a consequence of (i) default
by the Borrower in payment when due of the principal amount of or interest on
any LIBOR Rate Loan, (ii) default by the Borrower in making a borrowing of,
conversion into or continuation of any LIBOR Rate Loan after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (iii) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (iv) the making of a prepayment of LIBOR Rate Loans or the
conversion of LIBOR Rate Loans into ABR Loans, on a day that is not the last day
of an Interest Period with respect thereto (excluding any prepayment made
pursuant to Section 3.8) on a day that is not the scheduled maturity date with
respect thereto, including, without limitation, in each case, any such loss or
expense arising from the reemployment of funds obtained by it or from fees
payable to terminate the deposits from which such funds were obtained. The
calculation of all amounts payable to a Bank under this Section 3.7(a) shall be
made pursuant to the method described in Section 4.9(a), but in no event shall
such amounts payable with respect to any LIBOR Rate Loan exceed the amounts that
would have been payable assuming such Bank had actually funded its relevant
LIBOR Rate Loan through the purchase of a deposit bearing interest at the LIBOR
Rate in an amount equal to the amount of such LIBOR Rate Loan and having a
maturity comparable to, with respect to any LIBOR Rate Loan, the relevant
Interest Period, provided, that each Bank may fund each of its LIBOR Rate Loans
in any manner it sees fit, and the foregoing assumption shall be utilized only
for the calculation of amounts payable under this Section 3.7(a).

                                       35
<PAGE>

         (b) The agreements in this Section 3.7 shall survive the termination of
this Agreement and the payment of all amounts payable hereunder; provided,
however, that in no event shall the Borrower be obligated to reimburse or
compensate any Bank for amounts contemplated by this Section 3.7 for amounts
accruing prior to the date that is 90 days prior to the date upon which such
Bank requests in writing such reimbursement or compensation from the Borrower.

         SECTION 3.8. Change in Legality. (a) Notwithstanding any other
provision of this Agreement, if any Bank shall notify the Administrative Agent
that it has determined in good faith that the introduction of or any change in
or in the interpretation or application of any law or regulation by any
Governmental Authority (in each case occurring after the date of this Agreement)
makes it unlawful, or any central bank or other Governmental Authority asserts
after the date of this Agreement that it is unlawful, for any Bank or its
applicable lending office to perform its obligations hereunder to make LIBOR
Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation
of such Bank to make, or to convert Loans into, or to continue LIBOR Rate Loans
as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall
notify the Borrower that the circumstances causing such suspension no longer
exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR
Rate Loans of such Bank then outstanding, or convert all such Loans to ABR
Loans, on the respective last days of the then current Interest Periods with
respect to such Loans (or within such earlier period as required by law),
accompanied, in the case of any prepayments, by interest accrued thereon and any
amounts payable under Section 3.7(a). Each Bank agrees that it will use
reasonable efforts to designate a different lending office for the LIBOR Rate
Loans due to it affected by this Section 3.8, if such designation will avoid the
illegality described in this Section 3.8 so long as such designation will not be
disadvantageous to such Bank as determined by such Bank in its sole discretion
acting in good faith.

         (b) For purposes of this Section 3.8, a notice to the Borrower (with a
copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above
shall be effective on the date of receipt thereof by the Borrower.

                                   ARTICLE IV

                        INCREASED COSTS, TAXES, PAYMENTS

                                 AND PREPAYMENTS

         SECTION 4.1. Increased Costs; Capital Adequacy. (a) If after the date
of this Agreement the adoption of or any change in any law or regulation or in
the interpretation or application thereof by any Governmental Authority or
application thereof or compliance by any Bank with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date of this Agreement:

                  (i)      shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Bank that is not otherwise
         included in the

                                       36
<PAGE>

         determination of the LIBOR Rate hereunder (except for amounts covered
         by Section 3.4 or any other Section hereof); or

                  (ii)     shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the actual cost to such
Bank, by an amount that such Bank deems to be material, of making, converting
into, continuing or maintaining LIBOR Rate Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Bank, upon
its demand in the manner set forth in Section 4.9(b), any additional amounts,
computed by such Bank in accordance with Section 4.9(a), necessary to compensate
such Bank for such actual increased cost or reduced amount receivable that is
attributable to Loans or Commitments (to the extent that such Bank has not
already been compensated or reimbursed for such amounts pursuant to any other
provision of this Agreement). If any Bank becomes entitled to claim any
additional amounts pursuant to this Section 4.1(a) from the Borrower, it shall
promptly notify the Borrower, through the Administrative Agent, of the event by
reason of which it has become so entitled in the manner set forth in Section
4.9(b).

         (b) If any Bank determines in good faith that the introduction of or
any change in or in the interpretation or application by any Governmental
Authority of any law or regulation regarding capital adequacy after the date of
this Agreement or compliance by such Bank or any corporation controlling such
Bank with any law or regulation or any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of law)
made or issued after the date of this Agreement does or shall have the effect,
as a result of such Bank's obligations under this Agreement or under any Letter
of Credit, of reducing the rate of return on such Bank's or such corporation's
capital to a level below that which such Bank or such corporation could have
achieved but for such change or compliance (taking into consideration such
Bank's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, the Borrower shall pay to the
Administrative Agent for the account of such Bank, from time to time as
specified by such Bank in the manner set forth in Section 4.9(b), additional
amounts, computed by such Bank in accordance with Section 4.9(a), sufficient to
compensate such Bank or such corporation in the light of such circumstances, to
the extent that such Bank reasonably determines such reduction in rate of return
is allocable to the existence of such Bank's obligations hereunder.

         (c) The agreements contained in this Section 4.1 shall survive the
termination of this Agreement and the payment of all amounts payable hereunder;
provided, however, that in no event shall the Borrower be obligated to reimburse
or compensate any Bank for amounts contemplated by this Section 4.1 for any
period prior to the date that is 90 days prior to the date upon which such Bank
requests in writing such reimbursement or compensation from the Borrower.

         SECTION 4.2. Pro Rata Treatment and Payments and Computations. (a) Each
Borrowing of Revolving Loans by the Borrower from the Banks hereunder, each
payment by the Borrower on account of any commitment fee, any reduction of the
Revolving Commitments of the Banks and any prepayment on account of principal
and interest on the Revolving Loans shall be made pro rata according to the
respective Revolving Percentages of the relevant Banks.

                                       37
<PAGE>

         (b) Each Borrowing of Term Loans by the Borrower from the Banks
hereunder and each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective Term Percentages of the relevant Banks. The amount
of each principal prepayment of the Term Loans shall be applied to reduce the
then remaining installments of the Term Loans in direct order of maturity.
Amounts repaid or prepaid on account of the Term Loans may not be reborrowed.

         (c) The Borrower shall make each payment (including each prepayment)
hereunder, whether on account of principal, interest, fees or otherwise, without
setoff or counterclaim, not later than 12:00 Noon (New York City time) on the
day when due in Dollars to the Administrative Agent at the Funding Office in
immediately available funds. The Administrative Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal,
interest, Letter of Credit fees or commitment fees (to the extent received by
the Administrative Agent) ratably to the Banks according to the amounts of their
respective Loans, L/C Obligations and Commitments in respect of which such
payment is made, and like funds relating to the payment of any other amount
payable to any Bank (to the extent received by the Administrative Agent) to such
Bank, in each case to be applied in accordance with the terms of this Agreement.

         (d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
provided, however, if such extension would cause payment of interest on or
principal of LIBOR Rate Loans to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.

         (e) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent the Borrower shall
not have so made such payment in full to the Administrative Agent, each Bank
shall pay to the Administrative Agent on demand an amount equal to the product
of (i) the daily average Federal Funds Effective Rate during such period, times
(ii) the amount of such Bank's Revolving Percentage or Term Percentage, as the
case may be, of such payment, times (iii) a fraction, the numerator of which is
the number of days that elapse from and including the date such amount is
distributed to such Bank to the date on which such Bank's Revolving Percentage
or Term Percentage of such payment shall have become immediately available to
the Administrative Agent and the denominator of which is 360.

         SECTION 4.3. Taxes. (a) Any and all payments by the Borrower hereunder
or under the Loan Documents shall be made free and clear of and without
deduction or withholding for or on account of any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Bank and the Administrative
Agent, net income taxes, branch profits taxes and franchise taxes imposed on it
as a result of a present or former connection between the jurisdiction (or
political subdivision

                                       38
<PAGE>

thereof) of the government or taxing authority imposing such tax and the
Administrative Agent or such Bank other than a connection arising solely from
the Administrative Agent or such Bank having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or any
Note (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to any Bank or the Administrative Agent,
(i) the sum payable shall be increased as may be necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 4.3) such Bank or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made; (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law; provided,
however, that the Borrower shall not be required to increase any such sums
payable to any Bank with respect to any Taxes (i) that are attributable to such
Bank's failure to comply with the requirements of Section 4.3(d) or (ii) that
are United States withholding taxes imposed on sums payable to such Bank at the
time such Bank becomes a party to this Agreement (or maintains a lending
office), except to the extent that any such Bank's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Taxes pursuant to this Section 4.3. Whenever any
Taxes or Other Taxes (as defined in Section 4.3(b)) are payable by the Borrower,
as promptly as possible thereafter the Borrower shall send to the Administrative
Agent for the account of the relevant Bank or Administrative Agent, as the case
may be, either (A) official tax receipts or notarized copies of such receipts to
such Bank within thirty (30) days after payment of any applicable tax or (B) a
certificate executed by a Responsible Officer of the Borrower confirming that
such Taxes or Other Taxes have been paid, together with evidence of such
payment.

         (b) In addition, the Borrower agrees to pay any present 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 under any Note or from the
execution, delivery or registration of or otherwise with respect to, this
Agreement, any other Loan Document, or the Loans and for which such Bank or the
Administrative Agent (as the case may be) has not been otherwise reimbursed by
the Borrower under this Agreement (hereinafter referred to as "Other Taxes").

         (c) The Borrower will indemnify each Bank and the Administrative Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 4.3) paid by such Bank or the Administrative Agent (as the case may be)
and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto, including, without limitation or duplication, any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Bank as a result of any failure by the Borrower to
pay any Taxes or Other Taxes when due to the appropriate taxing authority or to
remit to any Bank the receipts or other evidence of payment of Taxes or Other
Taxes.

         (d) Each Bank registered in the Register that is not a U.S. Person as
defined in Section 7701(a)(30) of the Code agrees that it will deliver to the
Borrower and the Administrative Agent on the Closing Date, or on the date which
it becomes a party to this Agreement, two duly completed copies of United States
Internal Revenue Service Form W-8BEN, W-8ECI W-8EXP

                                       39
<PAGE>

or W-8IMY (or other appropriate corresponding form) or any successor applicable
form, as the case may be. Each such Bank also agrees to deliver to the Borrower
and the Administrative Agent two further copies of the said Form W-8BEN, W-8ECI,
W-8EXP, or W-8IMY or successor applicable forms or other manner of
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form or certification previously delivered by it to
the Borrower, and such extensions or renewals thereof as may reasonably be
requested by the Borrower or the Administrative Agent, unless in any such case
an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required that renders all such forms inapplicable or that would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank so advises the Borrower and the Administrative Agent. Each
such Bank shall certify in the case of a Form W-8BEN, W-8ECI, W-8EXP, or W-8IMY
that it is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes, subject to
notification to the Borrower otherwise pursuant to this Section 4.3(d). In the
event that any such Bank fails to deliver any forms required under this Section
4.3(d), the Borrower's obligation to pay additional amounts shall be reduced to
the amount that it would have been obligated to pay had such forms been
provided.

         (e) If any Taxes or Other Taxes are not correctly or legally asserted
and the Administrative Agent or any Bank determines, in its reasonable
discretion, that it has received a refund of those Taxes or Other Taxes as to
which it has been indemnified by the Borrower, the Administrative Agent or such
Bank shall within 20 days after such refund pay to the Borrower the amount of
such refund to the extent that the Borrower indemnified the Administrative Agent
or such Bank for such Taxes or Other Taxes pursuant to this Section 4.3, net of
any out-of-pocket costs of the Administrative Agent or such Bank and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Bank, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Bank in the
event the Administrative Agent or such Bank is required to repay such refund to
such Governmental Authority. This paragraph shall not be construed to require
the Administrative Agent or any Bank to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

         (f) The agreements in this Section 4.3 shall survive the termination of
this Agreement and the payment of all amounts payable hereunder; provided,
however, that (i) in no event shall the Borrower be obligated to reimburse or
compensate any Bank for amounts contemplated by this Section 4.3 for any period
before the date that is 120 days before the date upon which such Bank requests
in writing such reimbursement or compensation from the Borrower (other than any
amounts as to which the ultimate amount of the reimbursement due could not then
be determined) and (ii) nothing contained in this Section 4.3 shall require the
Borrower to pay any amount to any Bank or the Administrative Agent in addition
to that for which it has already reimbursed any Bank or the Administrative Agent
under any other provision of this Agreement.

         SECTION 4.4. Sharing of Payments, Etc. If any Bank (a "Benefitted
Bank") shall at any time receive any payment (other than pursuant to Section
3.4, 3.7, 4.1 or 4.3) of all or part of

                                       40
<PAGE>

its Loans, Reimbursement Obligations owing to it or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
setoff, pursuant to events or proceedings of the nature referred to in Section
8.1(g) or 8.1(h), or otherwise), in a greater proportion than any such payment
to or collateral received by any other Bank, if any, in respect of such other
Bank's Loans, Reimbursement Obligations owing to it, respectively, or interest
thereon, such benefitted Bank shall purchase for cash from the other Banks a
participating interest in such portion of each such other Bank's Loans or
Reimbursement Obligations owing to it, respectively, or shall provide such other
Banks with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Bank to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Banks;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Bank, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Borrower agrees that any Bank so purchasing
a participation from another Bank pursuant to this Section 4.4 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of setoff) with respect to such participation as fully as if such Bank
were the direct creditor of the Borrower in the amount of such participation.

         SECTION 4.5. Optional Termination or Reduction of the Commitments. (a)
Unless previously terminated, the Commitments of the Banks to make Revolving
Credit Loans shall terminate on the Revolving Loan Maturity Date.

         (b) The Borrower shall have the right, without penalty or premium, upon
at least three (3) Business Days' irrevocable written notice to the
Administrative Agent (which shall give prompt notice to each Bank), to terminate
in whole the Revolving Commitments or permanently, from time to time, to reduce
ratably in part the unused portion of the Revolving Commitments, provided that
(i) each partial reduction shall be in the aggregate principal amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) no
such termination or reduction shall be permitted if, after giving effect thereto
and to any prepayments made under Section 4.6 by the Borrower on the effective
date thereof, the Total Aggregate Outstanding Extensions of Credit then
outstanding would exceed the Total Revolving Commitments then in effect.

                  Each reduction of Revolving Commitments pursuant to this
Section 4.5 shall be applied pro rata to the Revolving Commitments of each Bank.
If at any time, including after giving effect to any reduction of Revolving
Commitments pursuant to this Section 4.5, the Total Aggregate Outstanding
Extensions of Credit exceed the Total Revolving Commitments, the Borrower shall
be obligated, first, to prepay the Revolving Loans in the amount of such excess,
second, to cash collateralize Letters of Credit to the extent that the aggregate
amount of the L/C Obligations exceeds such Total Revolving Commitments after
prepayment of all Revolving Loans.

         SECTION 4.6. Voluntary Prepayments. Subject to payment of amounts due
under Section 4.7, the Borrower may, upon written notice delivered to the
Administrative Agent not later than 11:00 A.M. (New York City time) one (1)
Business Day (or in the case of LIBOR Rate Loans, three (3) Business Days) prior
to the date of prepayment stating the aggregate principal amount of the
prepayment and the Loans to be prepaid, prepay the outstanding principal amounts
of such Loans comprising part of the same Borrowing in whole or ratably in part,
together with

                                       41
<PAGE>

accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that if all of the Term Loans shall be prepaid pursuant to
this Section 4.6 with the proceeds of a substantially concurrent incurrence of
Indebtedness for Borrowed Money on or prior to the second anniversary of the
Closing Date, such prepayment shall be accompanied by a premium in an amount
equal to (i) 2% of the principal amount of such prepayment if such prepayment
occurs on or prior to the first anniversary of the Closing Date or (ii) 1% of
the principal amount of such prepayment if such prepayment occurs subsequent to
the first anniversary of the Closing Date but on or prior to the second
anniversary of the Closing Date; and provided further that losses incurred by
any Bank under Section 3.7 shall be payable with respect to each such prepayment
in the manner set forth in Section 3.7. Any such notice provided pursuant to
this Section 4.6 shall be irrevocable, and the payment amount specified in such
notice shall be due and payable on the prepayment date described in such notice,
together with accrued and unpaid interest on the amount prepaid. Partial
prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR
Rate Loans shall be in an aggregate principal amount equal to the lesser of (a)
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the
aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding,
as the case may be; provided that no partial prepayment of any Tranche of LIBOR
Rate Loans may be made if, after giving effect thereto, Section 2.6 would be
contravened. Partial prepayments with respect to the ABR Loans shall be made in
an aggregate principal amount equal to the lesser of (i) $5,000,000 or an
integral multiple of $1,000,000 in excess thereof or (ii) the aggregate
principal amount of ABR Loans then outstanding, as the case may be.

         SECTION 4.7. Mandatory Repayments and Prepayments and Commitment
Reductions. (a) Subject to Section 4.7(b) and (c), if the Borrower or any of its
Subsidiaries shall receive Net Cash Proceeds from any Disposition of (i) any of
the Texas Genco Stock or (ii) any material portion or all or substantially all
of the Properties of any Texas Genco Entity, within one Business Day after the
receipt thereof (or in the case of clause (ii) only, within one Business Day
after compliance with applicable laws and stock exchange regulations relating to
the declaration and payment of dividends), the Borrower shall, or shall cause
the applicable Subsidiary to, apply, subject, in the case of clause (ii) only,
to any mandatory prepayment required pursuant to the terms of any Indebtedness
incurred by Texas Genco and/or its Subsidiaries in accordance with Section
7.2(h), such Net Cash Proceeds toward the prepayment of the Term Loans and the
reduction of the Revolving Commitments as set forth in Section 4.7(d); provided
that, in the case of a Disposition described in clause (ii) above, the amount of
such application may be reduced proportionally to the minority interest of
shareholders of Texas Genco other than the Borrower and its Subsidiaries to the
extent required by virtue of fiduciary obligations to such shareholders under
applicable law.

         (b) If the Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from the Stranded Cost Securitization, within one Business Day after
receipt thereof or, with respect to any such Net Cash Proceeds required to be
applied as described in the proviso below, after compliance with such
requirements (including, if applicable, by virtue of waiver or amendment
thereto), the Borrower shall, or shall cause the applicable Subsidiary to, apply
such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction
of the Revolving Commitments as set forth in Section 4.7(d); provided that,
notwithstanding the foregoing, any such Net Cash Proceeds shall be applied, to
the extent required under the CEHE Credit

                                       42
<PAGE>

Agreement prior to any application pursuant to this Section 4.7(b), to repay the
obligations under the CEHE Facility pursuant to the terms of the CEHE Credit
Agreement.

         (c) If the Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from any Recovery Event then, unless a Reinvestment Notice shall be
delivered in respect thereof, within one Business Day after the receipt thereof
(or, in the case of any Texas Genco Entity, within one Business Day after
compliance with applicable laws and stock exchange regulations relating to the
declaration and payment of dividends), the Borrower shall, or shall cause the
applicable Subsidiary to, apply, subject to any mandatory prepayment required
pursuant to the terms of any Indebtedness incurred by Texas Genco and/or its
Subsidiaries in accordance with Section 7.2(h), such Net Cash Proceeds toward
the prepayment of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 4.7(d); provided that, in the case of any such Recovery
Event, the amount of such application may be reduced proportionally to the
minority interest of shareholders of Texas Genco other than the Borrower and its
Subsidiaries to the extent required by virtue of fiduciary obligations to such
shareholders under applicable law or the terms of any Indebtedness incurred by
Texas Genco and/or its Subsidiaries in accordance with Section 7.2(h); provided
further that notwithstanding the foregoing, on each Reinvestment Prepayment
Date, an amount equal to the Reinvestment Prepayment Amount with respect to the
relevant Reinvestment Event shall be applied toward the prepayment of the Term
Loans and the reduction of the Revolving Commitments as set forth in Section
4.7(d).

         (d) Amounts to be applied in connection with prepayments and Commitment
reductions made pursuant to this Section 4.7 shall be applied, first, to the
prepayment of the Term Loans in accordance with Section 4.2(b) and, second, to
reduce permanently the aggregate Revolving Commitments to an aggregate amount no
less than $750,000,000. Any such reduction of the Revolving Commitments shall be
accompanied by prepayment of the Revolving Loans to the extent, if any, that the
Total Aggregate Extensions of Credit exceed the amount of the Total Revolving
Commitments as so reduced, provided that the Borrower shall be obligated, first,
to prepay the Revolving Loans in the amount of such excess, and, second, to cash
collateralize the Letters of Credit to the extent that the aggregate amount of
the L/C Obligations exceeds such Total Revolving Commitments after prepayment of
all Revolving Loans. The application of any prepayment pursuant to this Section
4.7 shall be made, first, to ABR Loans and, second, to LIBOR Rate Loans. Each
prepayment of the Loans under this Section 4.7 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

         SECTION 4.8. Mitigation of Losses and Costs. Any Bank claiming
reimbursement from the Borrower under any of Sections 3.4, 3.7, 4.1 and 4.3
hereof shall use reasonable efforts (including, without limitation, if requested
by the Borrower, reasonable efforts to designate a different lending office of
such Bank) to mitigate the amount of such losses, costs, expenses and
liabilities, if such efforts can be made and such mitigation can be accomplished
without such Bank suffering (i) any economic disadvantage for which such Bank
does not receive full indemnity from the Borrower under this Agreement or (ii)
any legal or regulatory disadvantage.

         SECTION 4.9. Determination and Notice of Additional Costs and Other
Amounts. (a)In determining the amount of any claim for reimbursement or
compensation under Sections 3.4, 3.7 and 4.1, each Bank may use any reasonable
averaging, attribution and allocation methods consistent with such methods
customarily employed by such Bank in similar situations.

                                       43
<PAGE>

         (b) Each Bank or, with respect to compensation claimed by it pursuant
to Section 4.3, the Administrative Agent, as the case may be, will (i) use its
best efforts to notify the Borrower through the Administrative Agent (in the
case of each Bank) of any event occurring after the date of this Agreement
promptly after the occurrence thereof and (ii) notify the Borrower through the
Administrative Agent (in the case of each Bank) promptly after such Bank or the
Administrative Agent, as the case may be, becomes aware of any event occurring
after the date of this Agreement, in either case if such event (for purposes of
this Section 4.9(b), a "Triggering Event") will entitle such Bank or the
Administrative Agent, as the case may be, to compensation pursuant to Section
3.4, 3.7, 4.1 or 4.3, as the case may be. Each such notification of a Triggering
Event shall be accompanied by a certificate of such Bank or the Administrative
Agent, as the case may be, setting forth the calculations and justification in
reasonable detail such amount or amounts as shall be necessary to compensate
such Bank or the Administrative Agent, as the case may be, as specified in
Section 3.4, 3.7, 4.1 or 4.3, as the case may be, and certifying that such costs
are generally being charged by such Bank to other similarly situated borrowers
under similar credit facilities, which certificate shall be conclusive absent
manifest error. The Borrower shall pay to the Administrative Agent for the
account of such Bank or to the Administrative Agent for its own account, as the
case may be, the amount shown as due on any such certificate within ten Business
Days after its receipt of the same.

                                   ARTICLE V

                              CONDITIONS OF LENDING

         SECTION 5.1. Conditions Precedent to Loans and Letters of Credit. The
agreement of each Bank to make the initial extension of credit requested to be
made by it is subject to the satisfaction, prior to or concurrently with the
making of such extension of credit on the Closing Date, of the following
conditions precedent:

                           (a) The Administrative Agent (or its counsel) shall
                  have received (i) this Agreement duly executed by the Borrower
                  and each Bank, (ii) the Pledge Agreement, duly executed by
                  Utility Holding LLC and (iii) an acknowledgement and consent,
                  in the form attached to the Pledge Agreement, duly executed by
                  Texas Genco.

                           (b) The Administrative Agent (or its counsel) shall
                  have received a certificate dated as of the Closing Date of
                  the Secretary or an Assistant Secretary of each of the
                  Borrower and Utility Holding LLC certifying (i) the names and
                  true signatures of the Responsible Officers of the Borrower or
                  Utility Holding, LLC, as the case may be, authorized to sign
                  each Loan Document to which the Borrower or Utility Holding,
                  LLC, as the case may be, is a party and the notices and other
                  documents to be delivered by the Borrower or Utility Holding,
                  LLC, as the case may be, pursuant to any such Loan Document;
                  (ii) the bylaws and articles of incorporation or formation of
                  the Borrower or Utility Holding, LLC, as the case may be, as
                  in effect on the date of such certification; (iii) the
                  resolutions of the Board of Directors or equivalent thereof of
                  the Borrower or Utility Holding, LLC, as the case may be,
                  approving and authorizing the execution, delivery and
                  performance by the Borrower or Utility Holding, LLC, as the
                  case may be, of

                                       44
<PAGE>

                  each Loan Document to which it is a party and, in the case of
                  the Borrower only, any Notes from time to time issued
                  hereunder and, in the case of the Borrower only, authorizing
                  the borrowings and other transactions contemplated hereunder
                  and (iv) that all authorizations, approvals and consents by
                  any Governmental Authority or other Person necessary in
                  connection with the execution, delivery and performance of the
                  Loan Documents and any other regulatory approvals in respect
                  thereof required to be obtained prior to the Closing Date,
                  have been obtained and are in full force and effect.

                           (c) The Administrative Agent shall have received an
                  executed legal opinion, dated the Closing Date, of (i) Baker
                  Botts LLP, special counsel to the Borrower and (ii) Rufus
                  Scott, Esq., deputy general counsel of the Borrower. Such
                  legal opinions shall cover such matters incident to the
                  transactions contemplated by this Agreement as the
                  Administrative Agent may reasonably require and shall
                  otherwise be in form and substance reasonably satisfactory to
                  the Administrative Agent.

                           (d) The Administrative Agent (or its counsel) shall
                  have received certificates dated on or about the Closing Date
                  of (A) the Secretary of State of the State of Texas as to the
                  existence and good standing of the Borrower and (B) the
                  Secretary of State of Delaware as to the existence and good
                  standing of Utility Holding LLC.

                           (e) The Administrative Agent shall have received
                  satisfactory evidence that the Existing Credit Agreement shall
                  concurrently be terminated and all amounts owing thereunder
                  shall concurrently be paid or refinanced in full, and the
                  Borrower shall have delivered such documentation with respect
                  thereto as the Administrative Agent shall reasonably request.

                           (f) The Administrative Agent shall have received
                  certificates representing the Texas Genco Stock, together with
                  corresponding undated stock powers executed in blank.

                           (g) Each document (including any Uniform Commercial
                  Code financing statement) required by the Pledge Agreement or
                  under law or reasonably requested by the Administrative Agent
                  to be filed, registered or recorded in order to create in
                  favor of the Administrative Agent, for the benefit of the
                  Banks, a perfected Lien on the Collateral described therein,
                  prior and superior in right to any other Person (other than
                  with respect to Liens expressly permitted by Section 7.2(b),
                  shall be in proper form for filing, registration or
                  recordation.

                           (h) The Administrative Agent shall have received the
                  results of a recent lien search in each of the States of
                  Delaware and Texas, and such search shall reveal no liens on
                  the Texas Genco Stock except for Liens discharged on or prior
                  to the Closing Date pursuant to documentation satisfactory to
                  the Administrative Agent.

                                       45
<PAGE>

                           (i) All governmental and third-party approvals
                  necessary in connection with (i) the execution, delivery and
                  performance by the Borrower of this Agreement shall have been
                  obtained and be in full force and effect and (ii) the
                  execution, delivery and performance by Utility Holding, LLC,
                  including without limitation receipt of an order from the SEC.

                           (j) The Banks shall have received (i) the pro forma
                  consolidated balance sheet of the Borrower and its
                  Subsidiaries after giving effect to the transaction
                  contemplated to occur on or before the Closing Date, (ii)
                  audited consolidated financial statements of the Borrower and
                  its Subsidiaries for the 2002 fiscal year and (iii) unaudited
                  interim consolidated financial statements of the Borrower and
                  its Subsidiaries for each fiscal quarter ended after the date
                  of the financial statements delivered pursuant to clause (ii)
                  of this paragraph as to which such financial statements are
                  available, and such financial statements shall not, in the
                  reasonable judgment of the Banks, reflect any material adverse
                  change in the consolidated financial condition of the Borrower
                  and its Subsidiaries, as reflected in the financial statements
                  or projections contained in the Confidential Information
                  Memorandum.

                           (k) A detailed consolidated budget through the 2007
                  fiscal year of the Borrower (including a projected
                  consolidated balance sheet of the Borrower and its
                  Subsidiaries as of the each such fiscal year, the related
                  consolidated statements of projected cash flow, projected
                  changes in financial position and projected income and a
                  description of the underlying assumptions applicable thereto)
                  in each case to the extent provided in the Confidential
                  Information Memorandum;

                           (l) The Administrative Agent shall have received all
                  fees required to be paid on or before the Closing Date.

                           (m) All corporate and other proceedings, and all
                  documents, instruments and other legal matters in connection
                  with the Facility shall be in form and substance reasonably
                  satisfactory to the Administrative Agent.

                           (n) The Administrative Agent shall have received such
                  other customary supporting documents as the Administrative
                  Agent or the Banks, through the Administrative Agent, may
                  reasonably request.

         The Administrative Agent shall notify the Borrower and the Banks of the
Closing Date, and such notice shall be conclusive and binding.

         SECTION 5.2. Conditions Precedent to Each Borrowing. The obligation of
each Bank to make each extension of credit (including, to the extent relevant,
the initial Loans hereunder and any issuance of a Letter of Credit) is subject
to the satisfaction of the following conditions precedent:

                           (a) On or prior to the date of such extension of
                  credit, the Administrative Agent shall have received from the
                  Borrower a Notice of Borrowing or an Application, as the case
                  may be, in accordance with the terms of this Agreement,

                                       46
<PAGE>

                  or, in the case of the issuance, extension or increase of any
                  Letter of Credit, the instruments required under Section 2.7
                  in respect thereof; provided that on the Closing Date, the
                  Borrower shall have been deemed to have submitted a Notice of
                  Borrowing for ABR Loans in the full amount of the Term
                  Commitments of all the Banks (unless the Borrower shall have
                  notified the Administrative Agent in accordance with Section
                  2.2 that it is requesting that the Term Loans be made on the
                  Closing Date as LIBOR Loans), and the Borrower shall have been
                  deemed to have made the representations and warranties
                  contained in the Notice of Borrowing.

                           (b) The representations and warranties of the
                  Borrower contained in Section 6.1 of this Agreement and in the
                  other Loan Documents shall be true and correct in all material
                  respects on and as of the date of such extension of credit
                  (except for those representations or warranties or parts
                  thereof that, by their terms, expressly relate solely to a
                  specific date, in which case such representations and
                  warranties shall be true and correct in all material respects
                  as of such specific date and, except in the case of a
                  Revolving Borrowing the proceeds of which are used solely to
                  refund commercial paper maturing at the time of such Revolving
                  Borrowing, the representations and warranties contained in
                  Sections 6.1(j) and (k)), before and after giving effect to
                  such extension of credit, and to the application of the
                  proceeds therefrom, as though made on and as of such date.

                           (c) No Default or Event of Default shall have
                  occurred and be continuing or would result from such Borrowing
                  or issuance, increase or extension.

                           (d) Each of the giving of any applicable Notice of
                  Borrowing or Application, as the case may be, the acceptance
                  by the Borrower of the proceeds of each Borrowing, and each
                  Letter of Credit issued on behalf of the Borrower, shall
                  constitute a representation and warranty by the Borrower that
                  on the date of such extension of credit that the conditions
                  contained in this Section 5.2 have been satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         SECTION 6.1. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

         (a) Corporate Status of the Borrower. The Borrower (i) is validly
organized and existing as a corporation and in good standing under the laws of
its jurisdiction of incorporation; (ii) is duly authorized or qualified to do
business in and is in good standing in each other jurisdiction in which the
conduct of its business or the ownership or leasing of its Property requires it
to be so authorized or qualified to do business, except where the failure to be
so duly authorized or qualified or in good standing, individually or in the
aggregate, would not have a Material Adverse Effect, and (iii) has the corporate
power and authority to conduct its business, as presently conducted.

                                       47
<PAGE>

         (b) Status of Subsidiaries of the Borrower. Each Subsidiary of the
Borrower (i) is validly organized and existing and in good standing under the
laws of the jurisdiction of its organization and is duly authorized or qualified
to do business in and is in good standing in each other jurisdiction in which
the conduct of its business or the ownership or leasing of its Property requires
it to be so authorized or qualified to do business, except where the failure to
be so validly organized and existing or duly authorized or qualified or in good
standing, individually or in the aggregate, would not have a Material Adverse
Effect and (ii) has the corporate, partnership or other requisite power and
authority to conduct its business, as presently conducted, except where the
failure to have such power and authority, individually or in the aggregate,
would not have a Material Adverse Effect.

         (c) Corporate Powers. The Borrower has the corporate power to execute,
deliver and perform and comply with its obligations under this Agreement, any
Notes and the other Loan Documents to which it is a party. This Agreement has
been, and each other Loan Document to which the Borrower is a party will be,
duly executed and delivered on behalf of the Borrower.

         (d) Authorization, No Conflict, Etc. The borrowings by the Borrower
contemplated by this Agreement, the execution and delivery by the Borrower of
this Agreement and the other Loan Documents to which it is a party and the
performance by the Borrower of its obligations hereunder and thereunder have
been duly authorized by all requisite corporate or other requisite action on the
part of the Borrower and do not and will not (i) violate any law, any order to
which the Borrower or any Subsidiary of the Borrower is subject of any court or
other Governmental Authority, or the articles of incorporation or bylaws or
other organizational documents (each as amended from time to time) of the
Borrower or any Subsidiary of the Borrower; (ii) violate, conflict with, result
in a breach of or constitute (with due notice or lapse of time or both, or any
other condition) a default under, any indenture, loan agreement or other
agreement to which the Borrower or any Subsidiary of the Borrower is a party or
by which the Borrower or any Subsidiary of the Borrower, or any of their
respective Property, is bound (except for such violations, conflicts, breaches
or defaults that, individually or in the aggregate, do not have or would not
have a Material Adverse Effect); or (iii) result in, or require, the creation or
imposition of any material Lien upon any of the Properties of the Borrower or
any Significant Subsidiary other than pursuant to the Pledge Agreement.

         (e) Governmental Approvals and Consents. No authorization or approval
or action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by the Borrower of this
Agreement and the other Loan Documents to which it is a party, except those that
have been obtained.

         (f) Obligations Binding. This Agreement and the other Loan Documents to
which the Borrower is a party are the legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms (assuming due and valid authorization, execution and delivery
of this Agreement by any party other than the Borrower), except as such
enforceability may be (i) limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights generally and (ii) subject to the
effect of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

                                       48
<PAGE>

         (g) Use of Proceeds, Margin Stock. The proceeds of the Term Loans will
be used by the Borrower to refinance certain obligations under, or for which
credit support is provided by, the Existing Credit Facility. The proceeds of the
Revolving Loans will be used by the Borrower (i) to refinance certain
obligations under, or for which credit support is provided by, the Existing
Credit Facility, (ii) to support commercial paper issued by the Borrower, and
(iii) for other general corporate purposes. Neither the Borrower nor any
Subsidiary of the Borrower is principally engaged in, or has as one of its
important activities, the business of extending credit for the purpose of
purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan
made to the Borrower will be used for any purpose that would violate the
provisions of the margin regulations of the Board.

         (h) Title to Properties. The issued and outstanding Capital Stock owned
by the Borrower of each of its Significant Subsidiaries whether such stock is
owned directly or indirectly through one or more of its Subsidiaries, is owned
free and clear of any Lien, except for the Liens of the Administrative Agent and
the Banks pursuant to the Pledge Agreement or under the RRI Option. In addition,
each of the Borrower and each Significant Subsidiary has good title to the
Properties reflected in the financial statements referred to in Section 6.1(m)
and in any financial statements delivered pursuant to Section 7.1(a), except for
such Properties that have been disposed of subsequent to the dates of the
balance sheets included in such financial statements and that are no longer used
or useful in the conduct of the business of the Borrower or any Significant
Subsidiary or that have been disposed of pursuant to Section 7.2(b) or (c) or
that have been disposed of in the ordinary course of their respective business,
and all such Properties are free and clear of any Lien except (i) in the case of
the Property of CenterPoint Electric, the Mortgage and Liens permitted by the
Mortgage and other Permitted Liens; (ii) Liens that do not interfere with the
use of such Properties for the purposes for which they are held; (iii) minor
Liens and defects of title that are not material either individually or in the
aggregate; and (iv) Permitted Liens.

         (i) Investment Company Act. Neither the Borrower nor any Subsidiary of
the Borrower is an "investment company" as defined in, or otherwise subject to
regulation under, the Investment Company Act of 1940, as amended.

         (j) Material Adverse Change. Since December 31, 2002, there has been no
event, development or circumstance that has or would reasonably be expected to
have a Material Adverse Effect.

         (k) Litigation. There is no litigation, action, suit, investigation or
other legal or governmental proceeding pending or, to the best knowledge of the
Borrower, threatened, at law or in equity, or before or by any arbitrator or
Governmental Authority (i) relating to the transactions under this Agreement or
under any other Loan Document or (ii) in which there is a reasonable possibility
of an adverse decision that would have a Material Adverse Effect.

         (l) ERISA. Neither the Borrower nor any Significant Subsidiary has
incurred any material liability or deficiency arising out of or in connection
with (i) any Reportable Event or "accumulated funding deficiency" (within the
meaning of Section 412 of the Code or Section 302 of ERISA) with respect to any
Plan that has occurred during the five-year period immediately preceding the
date on which this representation is made or deemed made, (ii) any

                                       49
<PAGE>

failure of a Plan to comply with the applicable provisions of ERISA and the
Code, (iii) any termination of a Single Employer Plan, (iv) any complete or
partial withdrawal by the Borrower or any Commonly Controlled Entity from any
Multiemployer Plan or (v) any Lien in favor of the PBGC or any Plan that has
arisen during the five-year period referred to in clause (i) above. In addition,
no Multiemployer Plan is in Reorganization or is Insolvent, where such
Reorganization or Insolvency, individually or when aggregated with the events
described in the first sentence of this Section 6.1(l), is likely to result in a
material liability or deficiency of the Borrower or any Significant Subsidiary.
As used in this Section 6.1(1), any liability or deficiency shall be deemed not
to be "material" so long as the sum of all liabilities and deficiencies referred
to in this Section 6.1(1) at any one time outstanding, individually and in the
aggregate, is less than $50,000,000.

         (m) Financial Statements. The consolidated financial statements of the
Borrower as of and for the six months ended June 30, 2003 filed with the SEC
with the Borrower's 10-Q for the period then ended, copies of which have been
delivered to the Banks, present fairly in all material respects the consolidated
financial condition and results of operations of the Borrower and its
Consolidated Subsidiaries as of such date and for the period then ended, in
conformity with, as applicable, GAAP and, except as otherwise stated therein,
consistently applied (in the case of such unaudited statements, subject to
year-end adjustments and the exclusion of detailed footnotes).

         (n) Accuracy of Information. None of the documents or written
information (excluding estimates, financial projections and forecasts) provided
by the Borrower to the Banks in connection with or pursuant to this Agreement or
the other Loan Documents contains as of the date thereof or will contain as of
the date thereof any untrue statement of a material fact or omits or will omit
to state as of the date thereof a material fact (other than industry-wide risks
normally associated with the types of businesses conducted by the Borrower and
its Subsidiaries) necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading, as a whole.
The estimates, financial projections and forecasts furnished to the Banks by the
Borrower with respect to the transactions contemplated under this Agreement were
prepared in good faith and on the basis of information and assumptions that the
Borrower believed to be reasonable as of the date of such information; it being
recognized by the Banks that such estimates, financial projections and forecasts
as they relate to future events are not to be viewed as fact and that actual
results during the period or periods covered by such estimates, financial
projections and forecasts may differ from the projected results set forth
therein by a material amount.

         (o) No Violation. The Borrower is not in violation of any order, writ,
injunction or decree of any court or any order, regulation or demand of any
Governmental Authority that, individually or in the aggregate, reasonably could
be expected to have a Material Adverse Effect.

         (p) Subsidiaries. Schedule 6.1(p) attached hereto sets forth each
Significant Subsidiary as of the Closing Date. Except as disclosed on Schedule
6.1(p), as of the Closing Date the Borrower owns, directly or indirectly through
one or more of its Subsidiaries, (i) all of the outstanding Capital Stock of
each Significant Subsidiary other than the Texas Genco Entities and (ii) the
percentage of the outstanding Capital Stock of the Texas Genco Entities as set
forth in Schedule 6.1(p), in each case free and clear of any Liens.

                                       50
<PAGE>

         (q) Senior Indebtedness. The obligations under this Agreement and the
other Loan Documents constitute "Senior Debt" of the Borrower under and as
defined in the ZENS Indenture.

         (r) Solvency. On and as of each Borrowing Date, after giving effect to
the Borrowings of Loans on such Borrowing Date and the other transactions
contemplated hereby and thereby, the Borrower will be Solvent.

         (s) Taxes. The Borrower and each of its Subsidiaries has filed or
caused to be filed all Federal, state and other material tax returns that are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its Property and all
other taxes, fees or other charges imposed on it or any of its Property by any
Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Subsidiaries), except where the failure to do so
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; no tax Lien has been filed, and, to the knowledge of
the Borrower, no claim is being asserted, with respect to any such tax, fee or
other charges (other than any Liens or claims that could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect).

         (t) Pledge Agreement. The Pledge Agreement is effective to create in
favor of the Administrative Agent, for the benefit of the Banks, a legal, valid
and enforceable security interest in the Collateral as described therein and
proceeds thereof. In the case of the Pledged Stock described in the Pledge
Agreement, when stock certificates representing such Pledged Stock are delivered
to the Administrative Agent, or if such Pledged Stock is uncertificated, when
financing statements in appropriate form are filed with the appropriate office
in the State of Delaware, upon execution thereof, the Pledge Agreement shall
constitute a fully perfected Lien on, and security in, all right, title and
interest of Utility Holding, LLC in the Pledged Stock, as security for the
Credit Agreement Obligations (as defined in the Pledge Agreement), prior and
superior in right to any other Person other than the RRI Option.

                                  ARTICLE VII

                       AFFIRMATIVE AND NEGATIVE COVENANTS

         SECTION 7.1. Affirmative Covenants. The Borrower covenants that, as
long as any amount is owing hereunder or under any other Loan Documents, any
Letter of Credit is outstanding or any Bank shall have any Commitment
outstanding under this Agreement:

         (a) Delivery of Financial Statements, Notices and Certificates. The
Borrower shall deliver to the Administrative Agent for distribution to the Banks
sufficient copies for each of the Banks of the following:

                  (i)      as soon as practicable and in any event within 120
         days after the end of each fiscal year of the Borrower (beginning with
         fiscal 2003), a consolidated balance sheet of the Borrower and the
         Consolidated Subsidiaries of the Borrower as of the end of

                                       51
<PAGE>

         such fiscal year and the related statements of consolidated income,
         retained earnings and cash flows prepared in conformity with GAAP
         consistently applied, setting forth in comparative form the figures for
         the previous fiscal year, together with a report thereon by independent
         certified public accountants of nationally recognized standing selected
         by the Borrower (which requirement may be satisfied by delivering the
         Borrower's Annual Report on Form 10-K with respect to such fiscal year
         as filed with the SEC);

                  (ii)     as soon as practicable and in any event within 60
         days after the end of each of the first three quarters of each fiscal
         year of the Borrower (beginning with the quarter ending September 30,
         2003), unaudited consolidated financial statements of the Borrower and
         the Consolidated Subsidiaries of the Borrower consisting of at least
         consolidated balance sheets as at the close of such quarter and
         statements of consolidated income, retained earnings and cash flows for
         such quarter and for the period from the beginning of such fiscal year
         to the close of such quarter (which requirement may be satisfied by
         delivering the Borrower's Quarterly Report on Form 10-Q with respect to
         such fiscal quarter as filed with the SEC); such financial statements
         shall be accompanied by a certificate of a Responsible Officer of the
         Borrower to the effect that such unaudited financial statements present
         fairly in all material respects the consolidated financial condition
         and results of operations of the Borrower and the Consolidated
         Subsidiaries of the Borrower as of such date for the period then
         ending, and have been prepared in conformity with GAAP in a manner
         consistent with the financial statements referred to in paragraph
         (a)(i) above (subject to year-end adjustments and exclusion of detailed
         footnotes);

                  (iii)    with each set of statements to be delivered above, a
         certificate in a form reasonably satisfactory to the Administrative
         Agent, signed by a Responsible Officer of the Borrower confirming
         compliance with Section 7.2(a) and setting out in reasonable detail the
         calculations necessary to demonstrate such compliance as at the date of
         the most recent balance sheet included in such financial statements and
         stating that no Default or Event of Default has occurred and is
         continuing or, if there is any Default or Event of Default, describing
         it and the steps, if any, being taken to cure it; and

                  (iv)     (A) within ten days of the filing thereof, copies of
         all periodic reports (other than (x) reports on Form 11-K or any
         successor form, (y) Current Reports on Form 8-K that contain no
         information other than exhibits filed therewith and (z) reports on Form
         10-Q or 10-K or any successor forms) under the Exchange Act (in each
         case other than exhibits thereto and documents incorporated by
         reference therein)) filed by the Borrower with the SEC; (B) promptly,
         and in any event within seven (7) Business Days after a Responsible
         Officer of the Borrower becomes aware of the occurrence thereof,
         written notice of (x) any Event of Default or any Default, (y) the
         institution of any litigation, action, suit or other legal or
         governmental proceeding involving the Borrower or any Subsidiary of the
         Borrower as to which there is a reasonable possibility of an adverse
         decision that would have a Material Adverse Effect on the Borrower or
         any final adverse determination in any litigation, action, suit or
         other legal or governmental proceeding involving the Borrower or any
         Subsidiary of the Borrower that would have a Material Adverse Effect,
         or (z) the incurrence by the Borrower or any Significant Subsidiary of
         a material liability or deficiency, or the existence of an event that
         could

                                       52
<PAGE>

         reasonably be expected to result in a material liability or deficiency,
         arising out of or in connection with (1) any Reportable Event with
         respect to any Plan, (2) the failure to make any required contribution
         to a Plan, (3) the creation of any Lien in favor of the PBGC or a Plan,
         (4) any withdrawal from, or the termination, Reorganization or
         Insolvency of, any Multiemployer Plan or (5) the institution of
         proceedings or the taking of any other action by the PBGC or the
         Borrower or any Commonly Controlled Entity or any Multiemployer Plan
         with respect to the withdrawal from, or the termination, Reorganization
         or Insolvency of, any Plan; provided that, as used in this clause (z),
         any liability or deficiency shall be deemed not to be "material" so
         long as the sum of all liabilities and deficiencies referred to in this
         clause (z) at any one time outstanding, individually and in the
         aggregate, is less than $50,000,000; (C) with each set of statements
         delivered pursuant to Section 7.1(a)(i), a certificate signed by a
         Responsible Officer of the Borrower identifying those Subsidiaries
         which, determined as of the date of such financial statements, are
         Significant Subsidiaries; and (D) such other information relating to
         the Borrower or its business, properties, condition and operations as
         the Administrative Agent (or any Bank through the Administrative Agent)
         may reasonably request.

Information required to be delivered pursuant to the foregoing Sections
7.1(a)(i), (ii), and (iv)(A) shall be deemed to have been delivered on the date
on which Borrower provides notice (including notice by e-mail) to the
Administrative Agent (which notice the Administrative Agent will convey promptly
to the Banks) that such information has been posted on the SEC website on the
Internet at sec.gov/edgar/searches.htm or at another website identified in such
notice and accessible by the Banks without charge; provided that (i) such notice
may be included in a certificate delivered pursuant to Section 7.1(a)(iii) and
(ii) Borrower shall deliver paper copies of such information to the
Administrative Agent, and the Administrative Agent shall deliver paper copies of
such information to any Bank that requests such delivery.

         (b) Use of Proceeds. The Borrower will use the proceeds of any Loan or
Letter of Credit made or issued by the Banks or the Issuing Bank to it for the
purposes set forth in Section 6.1(g), and it will not use the proceeds of any
Loan or Letter of Credit made or issued by the Banks or the Issuing Bank for any
purpose that would violate the provisions of the margin regulations of the
Board. The Borrower will not, and will not permit any of its Subsidiaries to
engage principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying, within the meaning
of Regulation U, any Margin Stock.

         (c) Existence, Laws. The Borrower will and will cause each of its
Subsidiaries to, do or cause to be done all things necessary (i) to preserve,
renew and keep in full force and effect its legal existence and all rights,
licenses, permits and franchises (except to the extent otherwise permitted by
Sections 7.2(c) or 7.2(e)) and (ii) to comply with all laws and regulations
applicable to it, except in each case, where the failure to do so, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

         (d) Payment of Obligations. The Borrower will, and will cause each of
its Subsidiaries to, pay its obligations, including any tax liabilities, that,
if not paid, could result in a Material Adverse Effect before the same shall
become delinquent or in default, except where (a) the validity or amount thereof
is being contested in good faith by appropriate proceedings, (b) the

                                       53
<PAGE>

Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to have a Material Adverse
Effect.

         (e) Maintenance of Properties. The Borrower will, and will cause each
Significant Subsidiary to, preserve and maintain all of its Property that is
material to the conduct of its business and keep the same in good repair,
working order and condition, and from time to time to make, or cause to be made,
such repairs, renewals and replacements thereto as in the good faith judgment of
the Borrower or such Subsidiary, as the case may be, are necessary or proper so
that the business carried on in connection therewith may be properly conducted
at all times, provided, however, that nothing in this Section 7.1(e) shall
prevent (a) the Borrower or any of its Subsidiaries from selling, abandoning or
otherwise disposing of any Properties (including the Capital Stock of any
Subsidiary of the Borrower that is not a Significant Subsidiary), the retention
of which in the good faith judgment of the Borrower or such Subsidiary is
inadvisable or unnecessary to the business of the Borrower and its Subsidiaries,
taken as a whole or (b) any other transaction that is expressly permitted by the
terms of any other provision of this Agreement.

         (f) Maintenance of Business Line. The Borrower will maintain its
fundamental business of providing services and products in the energy market.

         (g) Books and Records; Access. The Borrower will, and will cause each
Significant Subsidiary to, keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to its business and activities as required by GAAP. The Borrower will,
and will cause each of its Subsidiaries to, at any reasonable time and from time
to time, permit up to six representatives of the Banks designated by the
Majority Banks, or representatives of the Administrative Agent, on not less than
five Business Days' notice, to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
each Significant Subsidiary and to discuss the general business affairs of the
Borrower and each of its Subsidiaries with their respective officers and
independent certified public accountants; subject, however, in all cases to the
imposition of such conditions as the Borrower and each of its Subsidiaries shall
deem necessary based on reasonable considerations of safety and security;
provided, however, that neither the Borrower nor any of its Subsidiaries shall
be required to disclose to any Agent, any Bank or any agents or representatives
thereof any information which is the subject of attorney-client privilege or
attorney work-product privilege properly asserted by the applicable Person to
prevent the loss of such privilege in connection with such information or which
is prevented from disclosure pursuant to a confidentiality agreement with third
parties. Notwithstanding the foregoing, none of the conditions precedent to the
exercise of the right of access described in the preceding sentence that relate
to notice requirements or limitations on the Persons permitted to exercise such
right shall apply at any time when a Default or an Event of Default shall have
occurred and be continuing.

         (h) Insurance. The Borrower will and will cause each of its
Subsidiaries to, maintain insurance with responsible and reputable insurance
companies or associations, or to the extent that the Borrower or such Subsidiary
deems it prudent to do so, through its own program of self-

                                       54
<PAGE>

insurance, in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses, of comparable size and financial
strength and with comparable risks.

         (i) Long-Term Debt Rating. The Borrower will deliver to the
Administrative Agent notice of any change by a Rating Agency in the Long-Term
Debt Rating, and the issuance by an additional Rating Agency of a Long-Term Debt
Rating, promptly upon the effectiveness of such change or issuance.

         SECTION 7.2. Negative Covenants. The Borrower covenants that, so long
as any amount is owing to the Banks hereunder or under any other Loan Documents
to which it is a party or any Letter of Credit is outstanding under this
Agreement, the Borrower will not:

         (a) Financial Ratios. Permit at any time (i) the ratio of Consolidated
Indebtedness for Borrowed Money at such time to Consolidated EBITDA for the most
recently ended twelve-month period to exceed 3.75:1.00 or (ii) the ratio of
Consolidated EBITDA for the most recently ended twelve-month period to Adjusted
Interest Expense for such period to be less than 1.75:1.00.

         (b) Certain Liens. And will not permit any of its Subsidiaries to,
pledge, mortgage, hypothecate or grant a Lien upon, or permit any mortgage,
pledge, security interest or other Lien upon, any Property of the Borrower or
any Subsidiary of the Borrower now or hereafter owned directly or indirectly by
the Borrower; provided, however, that this restriction shall neither apply to
nor prevent the creation or existence of:

                  (i)      Permitted Liens;

                  (ii)     (A) any Lien in existence on the date hereof securing
         Indebtedness outstanding in the aggregate principal amount of less than
         $25,000,000 and (B) any Lien in existence on the date hereof securing
         Indebtedness outstanding in the aggregate principal amount of
         $25,000,000 or more and listed on Schedule 7.2(b); provided that no
         such Lien described in this clause (ii) encumbers any additional
         Property after the Closing Date and that the principal amount of
         Indebtedness secured thereby is not increased;

                  (iii)    Liens securing first mortgage bonds pursuant to the
         Mortgage (or second or subordinated Liens in lieu thereof) issued after
         the Closing Date;

                  (iv)     Liens required to be granted pursuant to "equal and
         ratable" clauses under Contractual Obligations of the Borrower and the
         Significant Subsidiaries existing on the Closing Date;

                  (v)      Liens arising in connection with the securitization
         of accounts receivable of Resources and its Subsidiaries or any
         Securitization Subsidiary, in the case of Resources and its
         Subsidiaries, to the extent affecting only the accounts receivable of
         Resources and its Subsidiaries and assets customarily related thereto;

                  (vi)     Liens securing Indebtedness of (x) Texas Genco and/or
         its Subsidiaries; provided that such Liens shall be limited to the
         Property of Texas Genco and/or its

                                       55
<PAGE>

         Subsidiaries and (y) Resources and/or its Subsidiaries; provided that
         such Liens shall be limited to the Property of Resources and/or its
         Subsidiaries;

                  (vii)    Liens on office buildings, parking and related real
         estate owned by CenterPoint Energy Properties, Inc. to secure new
         financing based thereon;

                  (viii)   Liens on fixed or capital assets and related
         inventory and intangible assets acquired, constructed, improved,
         altered or repaired by the Borrower or any Significant Subsidiary;
         provided that (i) such Liens secure Indebtedness otherwise permitted by
         this Agreement, (ii) such Liens and the Indebtedness secured thereby
         are incurred prior to or within 365 days after such acquisition or the
         later of the completion of such construction, improvement, alteration
         or repair or the date of commercial operation of the assets
         constructed, improved, altered or repaired, (iii) the Indebtedness
         secured thereby does not exceed the cost of acquiring, constructing,
         improving, altering or repairing such fixed or capital assets, as the
         case may be, and (iv) such Lien shall not apply to any other property
         or assets of the Borrower or of its Significant Subsidiaries (other
         than repairs, renewals, replacements, additions, accessions,
         improvements and betterments thereto);

                  (ix)     Liens on Property and repairs, renewals,
         replacements, additions, accessions, improvements and betterments
         thereto existing at the time such Property is acquired by the Borrower
         or any Significant Subsidiary and not created in contemplation of such
         acquisition (or on repairs, renewals, replacements, additions,
         accessions and betterments thereto), and Liens on the Property of any
         Person at the time such Person becomes a Subsidiary of the Borrower and
         not created in contemplation of such Person becoming a Subsidiary of
         the Borrower (or on repairs, renewals, replacements, additions,
         accessions and betterments thereto);

                  (x)      rights reserved to or vested in any Governmental
         Authority by the terms of any right, power, franchise, grant, license
         or permit, or by any Requirements of Law, to terminate such right,
         power, franchise, grant, license or permit or to purchase, condemn,
         expropriate or recapture or to designate a purchaser of any of the
         Property of the Borrower or any of its Subsidiaries;

                  (xi)     rights reserved to or vested in (or exercised by) any
         Governmental Authority to control, regulate or use any Property of a
         Person or its activities, including zoning, planning and environmental
         laws and ordinances and municipal regulations;

                  (xii)    Liens on Property of the Borrower or any of its
         Subsidiaries securing non-recourse Indebtedness of the Borrower or any
         such Subsidiary;

                  (xiii)   Liens on the stock or assets of Securitization
         Subsidiaries;

                  (xiv)    any extension, renewal or refunding of any Lien
         permitted by clauses (i) through (xiii) above on the same Property
         previously subject thereto; provided that no extension, renewal or
         refunding of any such Lien shall increase the principal amount of any
         Indebtedness secured thereby immediately prior to such extension,
         renewal or refunding, unless such Indebtedness is permitted under
         Section 7.2(a);

                                       56
<PAGE>

                  (xv)     Liens on cash collateral to secure obligations of the
         Borrower and its Subsidiaries in respect of cash management
         arrangements with any Bank or Affiliate thereof;

                  (xvi)    Liens not otherwise permitted by this Section 7.2(b)
         securing Indebtedness of the Borrower and its Significant Subsidiaries
         so long as the aggregate outstanding principal amount of the
         obligations secured thereby does not at any time exceed (as to the
         Borrower and all of its Subsidiaries) $50,000,000 at such time;

                  (xvii)   Liens in favor of or for the benefit of the Banks or
         their Affiliates in the Collateral pursuant to the Pledge Agreement to
         secure obligations under Specified Swap Agreements; and

                  (xviii)  Liens created pursuant to the Pledge Agreement.

         (c) Consolidation, Merger or Disposal of Assets. And will not permit
any Significant Subsidiary to, (i) consolidate with, or merge into or amalgamate
with or into, any other Person; (ii) liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution); or (iii) convey, sell, transfer, lease
or otherwise dispose of all or substantially all of its Properties to any
Person; provided, however, that nothing contained in this Section 7.2(c) shall
prohibit (A) a merger involving Texas Genco or any of its Subsidiaries
(collectively, the "Texas Genco Entities") or any other Subsidiary of the
Borrower (including mergers to reincorporate or change the domicile of such
Texas Genco Entity or other Subsidiary of the Borrower, as the case may be) if,
in the case of any Texas Genco Entity, Texas Genco or any Wholly-Owned
Subsidiary of the Borrower is the surviving entity thereof or, in the case of
any other Subsidiary of the Borrower, the Borrower or a Wholly-Owned Significant
Subsidiary of the Borrower is the surviving entity thereof; (B) the liquidation,
winding up or dissolution of a Texas Genco Entity or any other Significant
Subsidiary of the Borrower if all of the Properties of such Texas Genco Entity
or such other Significant Subsidiary, as the case may be, are conveyed,
transferred or distributed to, in the case of any Texas Genco Entity, Texas
Genco or any Wholly-Owned Subsidiary of the Borrower or, in the case of any
other Significant Subsidiary, the Borrower or a Wholly-Owned Significant
Subsidiary of the Borrower; (C) the Disposition of the Texas Genco Stock as
permitted under Section 7.2 (e) or of any material portion or all or
substantially all (or any lesser portion) of the Properties of any Texas Genco
Entity or any other Significant Subsidiary, in the case of any Texas Genco
Entity, to any other Person (so long as the Borrower complies with Section 4.7),
or, in the case of any other Significant Subsidiary, to the Borrower or a
Wholly-Owned Significant Subsidiary of the Borrower; or (D) the transfer of
assets in connection with the issuance of Securitization Securities; provided
that, in each case, immediately before and after giving effect to any such
merger, dissolution or liquidation, or conveyance, sale, transfer, lease or
other disposition, no Default or Event of Default shall have occurred and be
continuing; provided further that prior to any Texas Genco Entity being merged
with and into any Wholly-Owned Subsidiary of the Borrower that is not a Texas
Genco Entity as permitted under this paragraph (c), (x) all of the Capital Stock
of such Wholly-Owned Subsidiary shall have been pledged to the Administrative
Agent, for the benefit of the Banks, pursuant to a pledge agreement,
substantially in the form of Exhibit A, (y) to the extent such shares are
certificated, the shares of Capital Stock pledged pursuant thereto shall have
been delivered to the Administrative Agent and (z) any and all other documents
as may reasonably be requested by the

                                       57
<PAGE>

Administrative Agent to effect such pledge shall have been executed and
delivered by the relevant Subsidiary.

         (d) Takeover Bids. Use the proceeds of any Loan made to it to
participate in any unsolicited control bid for any other Person.

         (e) Sale of Significant Subsidiary Stock. And will not permit any
Subsidiary to sell, assign, transfer or otherwise dispose of any of the Capital
Stock of any Significant Subsidiary. Notwithstanding the foregoing provisions of
Section 7.2(c) or this Section 7.2(e), (x) the Borrower or any Significant
Subsidiary may sell, assign, transfer or otherwise dispose of (i) any of the
Capital Stock of any Significant Subsidiary to the Borrower or to a Wholly-Owned
Subsidiary of the Borrower that constitutes a Significant Subsidiary after
giving effect to such transaction and (ii) the Texas Genco Stock; provided that
(A) the Borrower complies with Section 4.7 and (B) if any Disposition of the
Texas Genco Stock is effectuated by exercise of the RRI Option, such Disposition
shall be made only in exchange for cash and (y) any Significant Subsidiary shall
have the right to issue, sell, assign, transfer or otherwise dispose of for
value its preference or preferred stock in one or more bona fide transactions to
any Person; provided that immediately before and after giving effect to any such
Disposition (other than pursuant to the RRI Option) described in the foregoing
clauses (x) and (y), no Event of Default or Default shall have occurred and be
continuing.

         (f) Dividends. And will not permit any Significant Subsidiary to (x)
enter into, incur or permit to exist any agreement or other arrangement that
explicitly prohibits or restricts the payment by any Significant Subsidiary of
dividends or other distributions with respect to any shares of its Capital
Stock; provided that the foregoing shall not prohibit financial incurrence,
maintenance and similar covenants that indirectly have the practical effect of
prohibiting or restricting the ability of a Significant Subsidiary to make such
payments or provisions that require that a certain amount of capital be
maintained, or prohibit the return of capital to shareholders above certain
dollar limits; provided further, that the foregoing shall not apply to (i)
restrictions and conditions imposed by law or by this Agreement, (ii)
restrictions and conditions existing on the date hereof, any amendment or
modification thereof (other than an amendment or modification expanding the
scope of any such restriction or condition and any restrictions or conditions)
that (x) replace restrictions or conditions existing on the date hereof and (y)
are substantially similar to such existing restriction or condition, (iii)
restrictions (including any extension of such restrictions that does not expand
the scope of any such restrictions) existing at the time at which any such
Subsidiary first becomes a Significant Subsidiary, so long as such restriction
was in existence prior to such time in accordance with the other provisions of
this Agreement and was not agreed to or incurred in contemplation of such change
of status and (iv) any restrictions with respect to a Significant Subsidiary
imposed pursuant to an agreement that has been entered into in connection with a
disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary and (y) at any time prior to consummation of the Stranded Cost
Securitization for Net Cash Proceeds of at least $3,000,000,000, make, or agree
to pay or make, directly or indirectly, any Restricted Payment, except (a) the
Borrower may pay dividends with respect to its common Capital Stock payable
solely in additional shares of its common stock, (b) the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management, officers, directors or employees of the

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<PAGE>

Borrower and (c) the Borrower may pay dividends in an amount with respect to any
fiscal quarter of the Borrower not to exceed $0.10 per share of common Capital
Stock of the Borrower.

         (g) Certain Investments, Loans, Advances, Guarantees and Acquisitions.
And will not permit any of its Subsidiaries to, at any time prior to
consummation of Stranded Cost Securitization for Net Cash Proceeds of at least
$3,000,000,000, purchase, or acquire (including pursuant to any merger) any
Capital Stock, evidences of indebtedness or other securities of or other
interest in (including any option, warrant or other right to acquire any of the
foregoing), make any loans or advances to, Guarantee any obligations of, or make
any investment or other interest in or capital contribution to, any other
Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit, (any
of the foregoing, an "Investment"), in each case after the Closing Date, except
that, notwithstanding the foregoing, the Borrower and its Subsidiaries may make
Investments (a) in Cash Equivalents; (b) in any Wholly-Owned Subsidiary of the
Borrower and Texas Genco and its Subsidiaries; (c) in pollution control bonds
which are the obligation of the Borrower in connection with and until the
remarketing of such bonds and (d) otherwise if, after giving effect thereto, the
Borrower would be in compliance with its covenants contained in Section 7.2(a)
on a pro forma basis and the aggregate amount of all such Investments (including
without limitation, any Guarantee, loan, advance or any assumed Indebtedness)
described in this clause (d) shall not exceed $100,000,000 outstanding at any
time.

         (h) Texas Genco Indebtedness. Permit Texas Genco or its Subsidiaries to
create, incur, assume or permit to exist any Indebtedness for Borrowed Money,
except Indebtedness in an aggregate principal amount not to exceed $250,000,000
at any one time outstanding.

         (i) Liens on Texas Genco Stock. And will not permit any of its
Subsidiaries to, pledge, mortgage, hypothecate or grant a Lien upon, or permit
any mortgage, pledge, security interest or other Lien upon, the Texas Genco
Stock other than under the Loan Documents or the RRI Option.

         (j) Indebtedness of Holding Companies. Permit Utility Holding LLC and
any other of its Subsidiaries that directly or indirectly own CenterPoint
Electric or Resources and which do not conduct, transact or otherwise engage in
any business or operations other than those incidental to their ownership of the
Capital Stock of CenterPoint Electric or Resources to incur, create, assume or
suffer to exist any Indebtedness for Borrowed Money, except (i) Indebtedness for
Borrowed Money owed to the Borrower or any other Subsidiary of the Borrower,
(ii) Guarantees of Indebtedness for Borrowed Money owed by the Borrower or any
other Subsidiary of the Borrower and (iii) Indebtedness for Borrowed Money owed
by such Subsidiary on the Closing Date and any refinancings, refundings,
renewals or extensions thereof (without any increase in the principal amount
thereof).

         SECTION 7.3. Changes in Lines of Business. Enter into any business,
either directly or through any of its Subsidiaries, except for those businesses
in which the Borrower and its Subsidiaries are engaged on the date of this
Agreement or that are directly related thereto.

                                       59
<PAGE>

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         SECTION 8.1. Events of Default. The occurrence of any of the following
events shall constitute an "Event of Default":

         (a) Non-Payment of Principal, Interest and Commitment Fee. The Borrower
fails to pay, in the manner provided in this Agreement, (i) any principal or
Reimbursement Obligations payable by it hereunder when due or (ii) any interest
payment, the Commitment Fee or the Letter of Credit fee payable by it hereunder
within five (5) Business Days after its due date; or

         (b) Non-Payment of Other Amounts. The Borrower fails to pay, in the
manner provided in this Agreement, any other amount (other than the amounts set
forth in Section 8.1(a) above) payable by it hereunder within ten Business Days
after notice of such payment is received by the Borrower from the Administrative
Agent; or

         (c) Breach of Representation or Warranty. Any representation or
warranty by the Borrower in Section 6.1, in any other Loan Document or in any
certificate, document or instrument delivered by the Borrower under this
Agreement shall have been incorrect in any material respect when made or when
deemed hereunder to have been made; or

         (d) Breach of Certain Covenants. Borrower fails to perform or comply
with any one or more of its obligations under Section 7.1(a)(iv)(B)(x) or 7.2 or
Utility Holding, LLC fails to perform or comply with any one or more of its
obligations under Section 4 of the Pledge Agreement; or

         (e) Breach of Other Obligations. Borrower does not perform or comply
with any one or more of its other obligations under this Agreement (other than
those set forth in Section 8.1(a), (b) or (d) above) or under any other Loan
Document and such failure to perform or comply shall not have been remedied
within 30 days after the earlier of notice thereof to it by the Administrative
Agent or the Majority Banks or discovery thereof by a Responsible Officer of the
Borrower; or

         (f) Other Indebtedness. (i) The Borrower or any Significant Subsidiary
fails to pay when due (either at stated maturity or by acceleration or otherwise
but subject to applicable grace periods) any principal or interest in respect of
any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated
Debt (other than Indebtedness of the Borrower under this Agreement) if the
aggregate principal amount of all such Indebtedness for which such failure to
pay shall have occurred and be continuing exceeds $50,000,000 or (ii) any
default, event or condition shall have occurred and be continuing with respect
to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior
Subordinated Debt of the Borrower or any Significant Subsidiary (other than
Indebtedness of the Borrower under this Agreement), the effect of which default,
event or condition is to cause, or to permit the holder thereof to cause, (A)
such Indebtedness to become due prior to its stated maturity (other than in
respect of mandatory prepayments required thereby) or (B) in the case of any
Guarantee of Indebtedness for Borrowed Money of any Person or Junior
Subordinated Debt by the Borrower or any of its Subsidiaries the

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<PAGE>

primary obligation (as such term is defined in the definition of "Guarantee" in
Section 1.1) to which such Guarantee relates to become due prior to its stated
maturity, if the aggregate amount of all such Indebtedness or primary
obligations (as the case may be) that is or could be caused to be due prior to
its stated maturity exceeds $50,000,000; or

         (g) Involuntary Bankruptcy, Etc. (i) There shall be commenced against
the Borrower or any Significant Subsidiary any case, proceeding or other action
(A) seeking a decree or order for relief in respect of the Borrower or any
Significant Subsidiary under any applicable domestic or foreign bankruptcy,
insolvency, reorganization or other similar law, (B) seeking a decree or order
adjudging the Borrower or any Significant Subsidiary a bankrupt or insolvent,
(C) except as permitted by Sections 7.2(c)(ii), seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other similar relief of or in respect of the Borrower or any Significant
Subsidiary or their respective debts under any applicable domestic or foreign
law or (D) seeking the appointment of a custodian, receiver, conservator,
liquidator, assignee, trustee, sequestrator or other similar official of the
Borrower or any Significant Subsidiary or of any substantial part of their
respective Properties, or the liquidation of their respective affairs, and such
petition is not dismissed within 90 days or (ii) a decree, order or other
judgment is entered in respect of any of the remedies, reliefs or other matters
for which any petition referred to in (i) above is presented or (iii) there
shall be commenced against the Borrower or any Significant Subsidiary any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets that results in the entry of an order for any such relief that shall
not have been vacated, discharged or stayed or bonded pending appeal within 90
days from the entry thereof; or

         (h) Voluntary Bankruptcy, Etc. (i) The commencement by the Borrower or
any Significant Subsidiary of a voluntary case, proceeding or other action under
any applicable domestic or foreign bankruptcy, insolvency, reorganization or
other similar law (A) seeking to have an order of relief entered with respect to
it, (B) seeking to be adjudicated a bankrupt or insolvent, (C) seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other similar relief with respect to it or its debts under any
applicable domestic or foreign law or (D) seeking the appointment of or the
taking possession by a custodian, receiver, conservator, liquidator, assignee,
trustee, sequestrator or similar official of the Borrower or any Significant
Subsidiary of any substantial part of its Properties; or (ii) the making by the
Borrower or any Significant Subsidiary of a general assignment for the benefit
of creditors; or (iii) the Borrower or any Significant Subsidiary shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts described in clause (i) or (ii) above or in
Section 8.1(g); or (iv) the admission by the Borrower or any Significant
Subsidiary in writing of its inability to pay its debts generally as they become
due or the failure by the Borrower or any Significant Subsidiary generally to
pay its debts as such debts become due; or

         (i) Enforcement Proceedings. A final judgment or decree for the payment
of money (not paid or fully covered by insurance as to which the relevant
insurance company has acknowledged coverage) which, together with all other such
judgments or decrees against the Borrower or any Significant Subsidiary then
outstanding and unsatisfied, exceeds $50,000,000 in aggregate amount shall be
rendered against the Borrower or any Significant Subsidiary and the

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<PAGE>

same shall remain undischarged for a period of 60 days, during which the
execution thereon shall not effectively be stayed, released, bonded or vacated;
or

         (j) ERISA Events. The Borrower or any Significant Subsidiary shall
incur any liability arising out of (A) any "prohibited transaction" (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) the
occurrence of any "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) by a Plan, whether or not
waived, or any Lien in favor of the PBGC or a Plan on the assets of the Borrower
or any Commonly Controlled Entity, (C) the occurrence of a Reportable Event with
respect to, or the commencement of proceedings under Section 4042 of ERISA to
have a trustee appointed, or the appointment of a trustee under Section 4042 of
ERISA, to administer or to terminate any Single Employer Plan, which Reportable
Event, commencement of proceedings or appointment of a trustee which would
reasonably be expected to result in the termination of such Plan for purposes of
Title IV of ERISA, (D) the termination of any Single Employer Plan for purposes
of Title IV of ERISA, (E) withdrawal from, or the Insolvency or Reorganization
of, a Multiemployer Plan or (F) the occurrence of any other event or condition
with respect to a Plan, and any of such items (A) through (F) above results in
or would reasonably be expected to result in a material liability or deficiency
of the Borrower or any Significant Subsidiary; provided, however, that for
purposes of this Section 8.1(j), any liability or deficiency of the Borrower or
any Significant Subsidiary shall be deemed not to be material so long as the sum
of all liabilities or deficiencies referred to in this Section 8.1(j) at any one
time outstanding, individually and in the aggregate, is less than $50,000,000;
or

         (k) Change in Control. A Change in Control shall have occurred; or

         (l) (i) The Pledge Agreement shall cease, for any reason (other than in
accordance with its terms), to be in full force and effect or the Borrower or
any Affiliate of the Borrower shall so assert (other than in accordance with its
terms), or (ii) any Lien created by the Pledge Agreement shall cease to be
enforceable and of the same effect and priority purported to be created thereby
(other than in accordance with its terms).

         SECTION 8.2. Cancellation/Acceleration. If at any time and for any
reason (whether within or beyond the control of any party to this Agreement):

         (a) either of the Events of Default specified in Section 8.1(g) or
8.1(h) occurs with respect to the Borrower, then automatically:

                  (i)      the Commitments shall immediately be cancelled; and

                  (ii)     all Loans made hereunder, all amounts of L/C
         Obligations (whether or not the beneficiaries of the then outstanding
         Letters of Credit shall have presented the documents required for draws
         thereunder), all unpaid accrued interest or fees and any other sum
         payable under this Agreement or any other Loan Document shall become
         immediately due and payable; or

         (b) any other Event of Default specified in Section 8.1 occurs and,
while such Event of Default is continuing, the Administrative Agent, having been
so instructed by the Majority Banks, by notice to the Borrower shall so declare
that:

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<PAGE>

                  (i)      the Commitments shall immediately be cancelled;
         and/or

                  (ii)     either (A) all Loans made hereunder, all amounts of
         L/C Obligations (whether or not the beneficiaries of the then
         outstanding Letters of Credit shall have presented the documents
         required for draws thereunder), all unpaid accrued interest or fees and
         any other sum payable under this Agreement or any other Loan Document
         shall become immediately due and payable or (B) all Loans made
         hereunder, all amounts of L/C Obligations (whether or not the
         beneficiaries of the then outstanding Letters of Credit shall have
         presented the documents required for draws thereunder), all unpaid
         accrued interest or fees and any other sum payable under this Agreement
         or any other Loan Document shall become due and payable at any time
         thereafter immediately on demand by the Administrative Agent (acting on
         the instructions of the Majority Banks).

         With respect to all Letters of Credit with respect to which presentment
for honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph or on the Termination Date, the Borrower shall at such time
deposit in a cash collateral account opened by the Administrative Agent cash or
cash equivalents in an amount equal to the aggregate then undrawn and unexpired
face amount of such Letters of Credit. The Borrower hereby grants to the
Administrative Agent, for the benefit of the Issuing Bank and the L/C
Participants, a security interest in such cash collateral to secure all
obligations of the Borrower under this Agreement and the other Loan Documents.
Interest shall accrue on such account for the benefit of the Borrower at a rate
equal to the Federal Funds Effective Rate. Amounts held in such cash collateral
account shall be applied by the Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after all
such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Borrower hereunder and under
the Notes. After all such Letters of Credit shall have expired or been fully
drawn upon, all Reimbursement Obligations shall have been satisfied and all
other obligations of the Borrower hereunder and under the Notes shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Borrower. The Borrower shall execute and deliver to the
Administrative Agent, for the account of the Issuing Bank and the L/C
Participants, such further documents and instruments as the Administrative Agent
may reasonably request to evidence the creation and perfection of the within
security interest in such cash collateral account.

Except as expressly provided above in this Section 8.2, presentment, demand,
protest, notice of intent to accelerate, notice of acceleration and all other
notices of any kind whatsoever are hereby expressly waived by the Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

         SECTION 9.1. Appointment. Each Bank hereby irrevocably designates and
appoints JPMorgan Chase Bank as the Administrative Agent of such Bank under this
Agreement and the other Loan Documents, and each such Bank irrevocably
authorizes JPMorgan Chase Bank, as the Administrative Agent for such Bank, to
take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such

                                       63
<PAGE>

duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, (a) the Administrative Agent shall not have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent and (b) the other Agents and the Lead Arrangers shall not
have any duties or responsibilities hereunder, or any fiduciary relationship
with any Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the other Agents or the Lead Arrangers.

         SECTION 9.2. Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

         SECTION 9.3. Exculpatory Provisions. Neither any Agent or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent or any other Agent under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any Note or any other Loan Document or for any failure of the
Borrower to perform its obligations hereunder or thereunder. The Agents shall
not be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower.

         SECTION 9.4. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate, affidavit, letter,
facsimile, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note or any loan
account in the Register as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Banks as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense that may be

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incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Majority Banks, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Banks and
all future holders of the amounts owing hereunder.

         SECTION 9.5. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Bank or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Banks. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Majority Banks; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks.

         SECTION 9.6. Non-Reliance on Administrative Agent and Other Banks. Each
Bank expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates have
made any representations or warranties to it and that no act by any Agent
hereinafter taken, including any review of the affairs of the Borrower, shall be
deemed to constitute any representation or warranty by any Agent to any Bank.
Each Bank represents to the Agents that it has, independently and without
reliance upon any Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Bank also represents
that it will, independently and without reliance upon any Agent or any other
Bank, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Banks by the Administrative
Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower that may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, Administrative Agent, attorneys-in-fact or Affiliates.

         SECTION 9.7. Indemnification. The Banks agree to indemnify the Agents
and the Lead Arrangers in their respective capacities as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), ratably according to their respective applicable Pro Rata Percentages
in effect on the date on which indemnification is sought under this Section 9.7,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (including, without limitation, at any time
following the

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<PAGE>

payment of all amounts owing hereunder and the termination of the Commitments)
be imposed on, incurred by or asserted against the Agents or the Lead Arrangers,
as the case may be, in any way relating to or arising out of this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Agents or the Lead Arrangers, as the case may be,
under or in connection with any of the foregoing; provided that no Bank shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agents' or the Lead Arrangers', as the case may be, gross
negligence or willful misconduct. The agreements in this Section 9.7 shall
survive the payment of all amounts payable hereunder.

         SECTION 9.8. Agent in Its Individual Capacity. Each Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower as though such Agent were not an Agent
hereunder and under the other Loan Documents. With respect to its Loans made or
renewed by it, any Letter of Credit issued or participated in by it and its
Commitment hereunder, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Bank and may exercise the
same as though it were not an Agent, and the terms "Bank" and "Banks" shall
include the each Agent in its individual capacity.

         SECTION 9.9. Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Banks and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Majority Banks shall
appoint from among the Banks a successor agent for the Banks, which successor
agent shall be approved by the Borrower, whereupon such successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the
term "Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Agent or any of the parties to
this Agreement or any holders of any amounts payable hereunder; provided that if
an Event of Default has occurred and is continuing, no consent of the Borrower
shall be required. If a successor Administrative Agent shall not have been so
appointed within said 30-day period, the Administrative Agent may then appoint a
successor Administrative Agent who shall be a financial institution engaged or
licensed to conduct banking business under the laws of the United States with an
office in New York City and that has total assets in excess of $500,000,000 and
who shall serve as Administrative Agent until such time, if any, as an
Administrative Agent shall have been appointed as provided above. After any
retiring Administrative Agent's resignation or removal as Administrative Agent,
the provisions of this Article X shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.

         Notwithstanding anything to the contrary contained herein, no Bank
identified as an "Agent" or "Arranger" other than the Administrative Agent,
shall have the right, power, obligation, liability, responsibility or duty under
this Agreement or any Loan Document other than those applicable to all Banks as
such. Without limiting the foregoing, none of the Banks so identified shall have
or be deemed to have any fiduciary relationship with any Bank. Each Bank

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<PAGE>

acknowledges that it has not relied, and will not rely, on any of the Banks so
identified in deciding to enter into this Agreement or not taking action
hereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.1. Amendments and Waivers. Neither this Agreement, any Note,
any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except pursuant to an instrument or instruments in
writing executed in accordance with the provisions of this Section 10.1. The
Majority Banks may, or, with the written consent of the Majority Banks, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to any Notes and the
other Loan Documents for the purpose of adding any provisions to this Agreement
or any Notes or the other Loan Documents or changing in any manner the rights of
the Banks or of the Borrower hereunder or thereunder or (b) waive, on such terms
and conditions as the Majority Banks or the Administrative Agent, as the case
may be, may specify in such instrument, any of the requirements of this
Agreement or any Notes or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall:

                  (i)      reduce the amount or extend the scheduled date of
         maturity of any Note or Loan, or reduce the stated rate of any interest
         or fee (including the prepayment premium provided for in Section 4.6)
         payable hereunder or extend the scheduled date of any payment thereof,
         or increase the amount or extend the expiration date of any Bank's
         Commitments, or modify the application of proceeds from the disposition
         of Collateral contained in any Pledge Agreement, in each case without
         the consent of each Bank directly affected thereby;

                  (ii)     amend, modify or waive any provision of this Section
         or of Section 4.2 in a manner that would alter the pro rata sharing of
         payments required thereby, or reduce the percentage specified in the
         definitions of Majority Banks, or consent to the assignment or transfer
         by the Borrower of any of its respective rights and obligations under
         this Agreement and the other Loan Documents or release all or
         substantially all of the Collateral (other than in accordance with the
         terms of the Pledge Agreement), or permit any Lien on the Collateral
         senior to or pari passu with the Lien of the Administrative Agent and
         the Banks under the Pledge Agreement, in each case without the written
         consent of all the Banks;

                  (iii)    amend, modify or waive any provision of Section 4.7,
         in each case without the written consent of the Supermajority Facility
         Banks adversely affected thereby;

                  (iv)     reduce the percentage specified in the definition of
         Supermajority Facility Banks with respect to either Facility, without
         the consent of all the Banks in such Facility;

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<PAGE>

                  (v)      amend, modify or waive any provision of Article IX
         without the written consent of the then Administrative Agent; or

                  (vi)     amend, modify or waive any provision of Section 2.7
         in a manner that adversely affects any Issuing Bank without the written
         consent of the then Issuing Bank or Issuing Banks.

                  Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Banks and shall be binding upon
the Borrower, the Banks, the Issuing Bank or Issuing Banks, the Administrative
Agent and all future holders of the amounts payable hereunder. In the case of
any waiver, the Borrower, the Banks, the Issuing Bank or Issuing Banks, and the
Administrative Agent shall be restored to their former position and rights
hereunder and under any outstanding Notes and any other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing, but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

         SECTION 10.2. Notices. Unless otherwise expressly provided herein, all
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by facsimile followed by any original
sent by mail or delivery), and, shall be deemed to have been duly given or made
when delivered by hand, or three days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as follows
in the case of the Borrower and the Administrative Agent, and as set forth in
Schedule 1.1(A) in the case of the other parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto and any
future holders of the amounts payable hereunder:

         Borrower:         1111 Louisiana
                           Houston, Texas 77002
         Attention:        Linda Geiger
                           Assistant Treasurer
         Telecopy:         (713) 207-3301

         With a copy to:   Marc Kilbride
                           Treasurer
         Telecopy:         (713) 207-3301

         The               JPMorgan Chase Bank Loan and Agency Services Group
         Administrative    1111 Fannin Street
         Agent:            Houston, Texas 77002
         Attention:        Karla Contreras
         Telecopy:         (713) 427-6307

         With a copy to:   JP Morgan Chase Bank
                           600 Travis, 20th Floor
                           Houston, Texas 77002
         Attention:        Robert Traband
         Telecopy:         (713) 216-8870

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<PAGE>

provided that any notice, request or demand to or upon the Administrative Agent
or the Banks shall not be effective until received.

         SECTION 10.3. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any Bank,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

         SECTION 10.4. Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement.

         SECTION 10.5. Payment of Expenses and Taxes; Indemnity. The Borrower
agrees (a) to pay or reimburse the Administrative Agent and its Affiliates for
all its reasonable out-of-pocket costs and expenses incurred in connection with
the development, preparation, negotiation and execution of, and any amendment,
supplement or modification to, this Agreement and any Notes and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including, without limitation, the reasonable fees and
disbursements of Simpson Thacher & Bartlett LLP, special counsel to the
Administrative Agent (but excluding the fees or expenses of any other counsel),
(b) to pay or reimburse the Administrative Agent for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, any Notes, the other Loan Documents and any such other
documents, including, without limitation, the reasonable fees and disbursements
of the special counsel to the Administrative Agent, (c) to pay or reimburse each
Bank for all its costs and expenses incurred in connection with the enforcement,
or at any time after the occurrence and during the continuance of a Default or
an Event of Default the preservation, of any rights under this Agreement, any
Notes, the other Loan Documents and any such other documents, including, without
limitation, the reasonable fees and disbursements of counsel to such Bank, (d)
without duplication of any other provision contained in this Agreement or any
Notes, to pay, indemnify, and hold each Bank and the Administrative Agent
harmless from, any and all recording and filing fees, if any, and any and all
liabilities (for which each Bank has not been otherwise reimbursed under this
Agreement) with respect to, or resulting from any delay in paying, stamp, excise
and other taxes, if any, that may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, any Notes, the other Loan Documents and any such other documents, and
(e) without duplication of any other provision contained in this Agreement or
any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent
together with their respective directors, officers, employees, agents, trustees,
advisors and affiliates (collectively, "Indemnified Persons") harmless from and
against, any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including without limitation, all fees and

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<PAGE>

expenses of counsel to any indemnified person) with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, any
Notes or the other Loan Documents, the transactions contemplated by this
Agreement, any Notes or the other Loan Documents, or the use, or proposed use,
of proceeds of the Loans (all the foregoing in this clause (d), collectively,
the "Indemnified Liabilities"); provided that the Borrower shall have no
obligation hereunder to an Indemnified Person with respect to Indemnified
Liabilities arising from the gross negligence or willful misconduct of such
Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE
BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR
OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of
the Loans and all other amounts payable hereunder.

         SECTION 10.6. Effectiveness, Successors and Assigns, Participations;
Assignments. (a) This Agreement shall become effective on the Closing Date and
thereafter shall be binding upon and inure to the benefit of the Borrower, the
Banks, the Issuing Bank, the Administrative Agent, all future holders of the
Loans and their respective successors and assigns, except that the Borrower may
not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Bank.

         (b) Any Bank may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
financial institutions or Bank Affiliates (a "Participant") participating
interests in any Loan owing to such Bank, any Note held by such Bank, any
Commitment of such Bank or any other interest of such Bank hereunder and under
the other Loan Documents. In the event of any such sale by a Bank of a
participating interest to a Participant, such Bank's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Bank shall remain solely responsible for the performance thereof, such Bank
shall remain the holder of any such Loan and Commitment or other interest for
all purposes under this Agreement and the other Loan Documents, the Borrower and
the Administrative Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this Agreement
and the other Loan Documents and except with respect to the matters set forth in
Section 10.1, the amendment of which requires the consent of all of the Banks,
the participation agreement between the selling Bank and the Participant may not
restrict such Bank's voting rights hereunder. The Borrower agrees that each
Participant, to the extent provided in its participation, shall be entitled to
the benefits of Sections 3.4, 3.7, 4.1 and 4.3 with respect to its participation
in the Commitments and the Loans outstanding from time to time; provided that
(i) no Participant shall be entitled to receive any greater amount pursuant to
such Sections than the selling Bank would have been entitled to receive in
respect of the amount of the participation sold by such selling Bank to such
Participant had no such sale occurred and (ii) each such sale of participating
interests shall be to a "qualified purchaser", as such term is defined under the
Investment Company Act of 1940. Except as expressly provided in this Section
10.6(b), no Participant shall be a third-party beneficiary of or have any rights
under this Agreement or under any of the other Loan Documents.

         (c) Any Bank may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to any Bank or Bank Affiliate
and, with the consent of the Borrower and the Administrative Agent (which in
each case shall not be unreasonably withheld

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<PAGE>

and, in the case of the Borrower, shall not be required (x) if an Event of
Default exists and (y) in the case of an assignment by JPMorgan Chase Bank or
Citibank, N.A. in connection with the syndication of the Facilities, prior to
the date that is 45 days after the Closing Date), to one or more additional
banks or financial institutions ("Purchasing Banks") all or any part of its
rights and obligations under this Agreement pursuant to a Assignment and
Acceptance, substantially in the form of Exhibit D (a "Assignment and
Acceptance"), executed by such Purchasing Bank and such transferor Bank (and, in
the case of a Purchasing Bank that is not a Bank or Bank Affiliate, by the
Borrower and the Administrative Agent) and delivered to the Administrative Agent
for its acceptance and recording in the Register; provided that (i) such
Purchasing Bank is a "qualified purchaser" as defined under the Investment
Company Act of 1940, (ii) each such sale shall be of a uniform, and not a
varying, percentage of all rights and obligations under and in respect of the
Commitment of such Bank, (iii) each such sale that is not to an existing Bank or
Bank Affiliate hereunder shall be in an aggregate amount of not less than
$5,000,000; in the case of Revolving Loans, and $1,000,000, in the case of Term
Loans (or such lesser amount that represents the entire Commitment of such
Bank), and (iv) after giving effect to such sale, the transferor Bank shall (to
the extent that it continues to have any Commitment hereunder) have a Commitment
of not less than $5,000,000, in the case of Revolving Loans, and $1,000,000, in
the case of Term Loans, provided that such amounts shall be aggregated in
respect of each Bank and its Bank Affiliates, if any. Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance (the "Transfer Effective Date"), (i)
the Purchasing Bank thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of a
Bank hereunder with the Commitments as set forth therein and (ii) the transferor
Bank thereunder shall, to the extent provided in such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of a
Assignment and Acceptance covering all or the remaining portion of a transferor
Bank's rights and obligations under this Agreement, such transferor Bank shall
cease to be a party hereto). Such Assignment and Acceptance shall be deemed to
amend this Agreement to the extent, and only to the extent, necessary to reflect
the addition of such Purchasing Bank and the resulting adjustment of Pro Rata
Percentages arising from the purchase by such Purchasing Bank of all or a
portion of the rights and obligations of such transferor Bank under this
Agreement. On or prior to the Transfer Effective Date determined pursuant to
such Assignment and Acceptance, (i) appropriate entries shall be made in the
accounts of the transferor Bank and the Register evidencing such assignment and
releasing the Borrower from any and all obligations to the transferor Bank in
respect of the assigned Loan or Loans and (ii) appropriate entries evidencing
the assigned Loan or Loans shall be made in the accounts of the Purchasing Bank
and the Register as required by Section 3.1 hereof. In the event that any Notes
have been issued in respect of the assigned Loan or Loans, such Notes shall be
marked "cancelled" and surrendered by the transferor Bank to the Administrative
Agent for return to the Borrower.

         (d) The Administrative Agent shall maintain at its address referred to
in Section 10.2 a copy of each Assignment and Acceptance delivered to it and a
register (the "Register") for the recordation of the names and addresses of the
Banks and the Commitments of, and principal amount of the Loans owing to, each
Bank from time to time. To the extent permitted by applicable law, the entries
in the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent and the Banks may (and, in the case of any
Loan or other obligations hereunder not evidenced by a Note, shall) treat, each
Person whose name is

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<PAGE>

recorded in the Register as the owner of a Loan or other obligation hereunder as
the owner thereof for all purposes of this Agreement and the other Loan
Documents, notwithstanding any notice to the contrary. Any assignment of any
Loan or other obligation hereunder not evidenced by a Note shall be effective
only upon appropriate entries with respect thereto being made in the Register.
The Register shall be available for inspection by the Borrower or any Bank at
any reasonable time and from time to time upon reasonable prior notice.

         (e) Upon its receipt of a Assignment and Acceptance executed by a
transferor Bank and Purchasing Bank (and, in the case of a Purchasing Bank that
is not then a Bank Affiliate, by the Borrower and the Administrative Agent)
together with payment to the Administrative Agent of a registration and
processing fee of (i) $3,000 with respect to (and payable by) any Purchasing
Bank that is not already a Bank or a Bank Affiliate and (ii) $1,000 with respect
to any Purchasing Bank that is already a Bank or a Bank Affiliate, the
Administrative Agent shall promptly accept such Assignment and Acceptance on the
Transfer Effective Date determined pursuant thereto, record the information
contained therein in the Register and give notice of such acceptance and
recordation to the Banks and the Borrower.

         (f) Each of the Banks and the Administrative Agent agrees to exercise
its best efforts to keep, and to cause any third party recipient of the
information described in this Section 10.6(f) to keep, any information delivered
or made available by the Borrower to it (including any information obtained
pursuant to Section 7.1), confidential from anyone other than Persons employed
or retained by such party who are or are expected to become engaged in
evaluating, approving, structuring or administering the transactions
contemplated hereunder; provided that nothing shall prevent any Bank or the
Administrative Agent from disclosing such information (i) to any other Bank or
any Affiliate of any Bank, (ii) pursuant to subpoena or upon the order of any
court or administrative agency, (iii) upon the request or demand of any
Governmental Authority having jurisdiction over such Bank, (iv) if such
information has been publicly disclosed, (v) to the extent reasonably required
in connection with any litigation to which either the Administrative Agent, any
Bank, the Borrower or their respective Affiliates may be a party, (vi) to the
extent reasonably required in connection with the exercise of any remedy
hereunder, (vii) to the Administrative Agent's or such Bank's, as the case may
be, legal counsel, independent auditors and other professional advisors, or
(viii) to any actual or proposed Participant, Purchasing Bank or pledgee (each,
a "Transferee") that has agreed in writing to be bound by the provisions of this
Section 10.6(f). Unless prohibited from doing so by applicable law, in the event
that any Bank or the Administrative Agent is legally requested or required to
disclose any confidential information pursuant to clause (ii), (iii), or (v) of
this Section 10.6(f), such party shall promptly notify the Borrower of such
request or requirement prior to disclosure so that Borrower may seek an
appropriate protective order and/or waive compliance with the terms of this
Agreement. If, however, in the opinion of counsel for such party, such party is
nonetheless, in the absence of such order or waiver, compelled to disclose such
confidential information or otherwise stand liable for contempt or suffer
possible censure or other penalty or liability, then such party may disclose
such confidential information without liability to the Borrower; provided,
however, that such party will use its best efforts to minimize the disclosure of
such information. Subject to the exceptions above to disclosure of information,
each of the Banks and the Administrative Agent agrees that it shall not publish,
publicize, or otherwise make public any information regarding this Agreement or
the transactions contemplated hereby without the written consent of the
Borrower, in its sole discretion. Notwithstanding anything

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<PAGE>

herein to the contrary, any party subject to confidentiality obligations
hereunder or under any other related document (and any employee, representative
or other agent of such party) may disclose to any and all persons without
limitation of any kind, such party's U.S. federal income tax treatment and the
U.S. federal income tax structure of the transactions contemplated by this
Agreement relating to such party and all materials of any kind (including
opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure. However, no such party shall disclose any
information relating to such tax treatment or tax structure to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws. The Borrower does not intend to treat the Loans as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4) or a "tax shelter" (within the meaning of Section 6111 of the Code).
In the event that the Borrower determines to take any action inconsistent with
its intention not to treat the Loans as being a "reportable transaction" (within
the meaning of Treasury Regulation Section 1.6011-4) or a "tax shelter" (within
the meaning of Section 6111 of the Code), the Borrower will promptly notify the
other parties to the Agreement thereof in writing.

         (g) If, pursuant to this Section, any interest in this Agreement or any
Loan or L/C Obligation is transferred to any Transferee that is organized under
the laws of any jurisdiction other than the United States or any state thereof,
the transferor Bank shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to deliver to the transferor Bank (and, in
the case of any Purchasing Bank registered in the Register, the Administrative
Agent and the Borrower) either U.S. Internal Revenue Service Form W-8BEN or U.S.
Internal Revenue Service Form W-8ECI, or successor applicable forms (wherein
such Transferee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder) and (ii) to agree (for the
benefit of the transferor Bank, the Administrative Agent and the Borrower) to
deliver to the transferor Bank (and, in the case of any Purchasing Bank
registered in the Register, the Administrative Agent and Borrower) a new Form
duly executed and completed W-8BEN or W-8ECI, or successor applicable forms or
other manner of certification, as the case may be, upon the expiration or
obsolescence of any previously delivered form in accordance with applicable U.S.
laws and regulations and amendments, unless in any such case any change in
treaty, law or regulation has occurred prior to the date on which any such
delivery would otherwise be required that renders all such forms inapplicable or
that would prevent such Transferee from duly completing and delivering any such
form with respect to it and such Transferee so advises the transferor Bank (and,
in the case of any Purchasing Bank registered in the Register, the
Administrative Agent and the Borrower).

         (h) Any Bank may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or Purchasing Bank for such Bank as a party hereto.
The Borrower hereby agrees that, upon request of any Bank at any time and from
time to time after the Borrower has made its initial Borrowing hereunder, the
Borrower shall provide to such Bank, at the Borrower's own expense, a promissory
note, substantially in the form of Exhibit E or Exhibit F, as the case may be,
evidencing the Term Loans, Revolving Loans or L/C Obligations, as the case may
be, owing to such Bank.

                                       73
<PAGE>

         SECTION 10.7. Setoff. In addition to any rights and remedies of the
Banks provided by law, each Bank shall have the right, without prior notice to
the Borrower, any such notice being expressly waived by the Borrower to the
extent permitted by applicable law, upon any amount becoming due and payable by
the Borrower hereunder or under the Loans to which it is a party (whether at the
stated maturity, by acceleration or otherwise) to setoff and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Bank or any branch or agency thereof to or for the credit or the
account of the Borrower. Each Bank agrees promptly to notify the Borrower and
the Administrative Agent after any such setoff and application made by such
Bank, provided that the failure to give such notice shall not affect the
validity of such setoff and application.

         SECTION 10.8. Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the
parties shall be maintained with Borrower and the Administrative Agent.

         SECTION 10.9. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         SECTION 10.10. Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Administrative Agent and the Banks
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Bank relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

         SECTION 10.11. GOVERNING LAW. (a) THIS AGREEMENT AND ANY NOTES OR OTHER
LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT AND ANY NOTES AND ANY OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  (b) Notwithstanding anything in Section 10.11(a) to the
contrary, nothing in this Agreement or in any Note or any other Loan Documents
shall be deemed to constitute a waiver of any rights which any Bank may have
under applicable federal law relating to the amount of interest which any Bank
may contract for, take, receive or charge in respect of any Loans, including any
right to take, receive, reserve and charge interest at the rate allowed by the
laws of the state where such Bank is located. To the extent that Texas law is
applicable to the determination of the Highest Lawful Rate, the Banks and the
Borrower agree that (i) if Chapter 303 of the Texas Finance Code, as amended, is
applicable to such determination, the weekly rate ceiling (formerly known as the
indicated (weekly) rate ceiling in Article 1.04, Subtitle 1, Title 79, of the
Revised Civil Statutes of Texas, as amended) as computed from time

                                       74
<PAGE>

to time shall apply, provided that, to the extent permitted by such Article, the
Administrative Agent may from time to time by notice to the Borrower revise the
election of such interest rate ceiling as such ceiling affects the then current
or future balances of the Loans; and (ii) the provisions of Chapter 346 of the
Texas Finance Code, as amended (formerly found in Chapter 15 of Subtitle 3,
Title 79, of the Revised Civil Statutes of Texas, 1925, as amended) shall not
apply to this Agreement or any Note issued hereunder.

         SECTION 10.12. Submission to Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

         (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

         (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

         (c) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid to the Borrower at its
address set forth in Section 10.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

         (d) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction; and

         (e) waives, to the maximum extent permitted by applicable law, any
right it may have to claim or recover in any legal action or proceeding any
special, exemplary, punitive or consequential damages.

         SECTION 10.13. Acknowledgments. The Borrower hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement, any Notes and the other Loan Documents;

         (b) neither the Administrative Agent nor any Bank has any fiduciary
relationship with or duty to the Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Administrative Agent and the Banks, on one hand, and the Borrower, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

         (c) no joint venture exists among the Banks or among the Borrower and
the Banks.

         SECTION 10.14. Limitation on Agreements. All agreements between the
Borrower, the Administrative Agent or any Bank, whether now existing or
hereafter arising and whether

                                       75
<PAGE>

written or oral, are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of demand being made in respect of an amount due
under any Loan Document or otherwise, shall the amount paid, or agreed to be
paid, to the Administrative Agent or any Bank for the use, forbearance, or
detention of the money to be loaned under this Agreement, any Notes or any other
Loan Document or otherwise or for the payment or performance of any covenant or
obligation contained herein or in any other Loan Document exceed the Highest
Lawful Rate. If, as a result of any circumstances whatsoever, fulfillment of any
provision hereof or of any of such documents, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by applicable usury law, then, ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity, and if, from any such
circumstance, the Administrative Agent or any Bank shall ever receive interest
or anything that might be deemed interest under applicable law that would exceed
the Highest Lawful Rate, such amount that would be excessive interest shall be
applied to the reduction of the principal amount owing on account of such Bank's
Loans or the amounts owing on other obligations of the Borrower to the
Administrative Agent or any Bank under any Loan Document and not to the payment
of interest, or if such excessive interest exceeds the unpaid principal balance
of such Bank's Loans and the amounts owing on other obligations of the Borrower
to the Administrative Agent or any Bank under any Loan Document, as the case may
be, such excess shall be refunded to the Borrower. All sums paid or agreed to be
paid to the Administrative Agent or any Bank for the use, forbearance or
detention of the indebtedness of the Borrower to the Administrative Agent or any
Bank shall, to the fullest extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full of the principal (including the period of any renewal or
extension thereof) so that the interest on account of such indebtedness shall
not exceed the Highest Lawful Rate. Notwithstanding anything to the contrary
contained in any Loan Document, it is understood and agreed that if at any time
the rate of interest that accrues on the outstanding principal balance of any
Loan shall exceed the Highest Lawful Rate, the rate of interest that accrues on
the outstanding principal balance of any Loan shall be limited to the Highest
Lawful Rate, but any subsequent reductions in the rate of interest that accrues
on the outstanding principal balance of any Loan shall not reduce the rate of
interest that accrues on the outstanding principal balance of any Loan below the
Highest Lawful Rate until the total amount of interest accrued on the
outstanding principal balance of any Loan equals the amount of interest that
would have accrued if such interest rate had at all times been in effect. The
terms and provisions of this Section 10.14 shall control and supersede every
other provision of all Loan Documents.

         SECTION 10.15. Removal of Bank. Notwithstanding anything herein to the
contrary, Borrower may, at any time in its sole discretion, remove any Bank upon
15 Business Days' written notice to such Bank and the Agent (the contents of
which notice shall be promptly communicated by the Agent to each other Bank),
such removal to be effective at the expiration of such 15-day notice period;
provided, however, that no Bank may be removed hereunder at a time when an Event
of Default shall have occurred and be continuing. Each notice by Borrower under
this Section 10.15 shall constitute a representation by Borrower that the
removal described in such notice is permitted under this Section 10.15.
Concurrently with such removal, Borrower shall pay to such removed Bank all
amounts owing to such Bank hereunder and under any other Loan Document in
immediately available funds. Upon full and final payment hereunder of all
amounts owing to such removed Bank, such Bank shall make appropriate entries in
its accounts evidencing payment of all Loans hereunder and releasing Borrower
from all obligations owing to

                                       76
<PAGE>

the removed Bank in respect of the Loans hereunder and surrender to the Agent
for return to Borrower any Notes of Borrower then held by it. Effective
immediately upon such full and final payment, such removed Bank will not be
considered to be a "Bank" for purposes of this Agreement except for the purposes
of any provision hereof that by its terms survives the termination of this
Agreement and the payment of the amounts payable hereunder. Effective
immediately upon such removal, the Commitments of such removed Bank shall
immediately terminate and such Bank's participation share in any outstanding
Letters of Credit shall immediately terminate and such participation share shall
be divided among the remaining Revolving Banks according to their Revolving
Percentages. Such removal will not, however, affect the Commitments of any other
Bank hereunder.

         SECTION 10.16. Officer's Certificates. It is not intended that any
certificate of any officer of the Borrower delivered to the Administrative Agent
or any Bank pursuant to this Agreement shall give rise to any personal liability
on the part of such officer.

                                       77
<PAGE>

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

                                        CENTERPOINT ENERGY, INC.

                                        By:  /s/ Marc Kilbride
                                            --------------------------
                                             Name:  Marc Kilbride
                                             Title: Vice President and Treasurer

                                        JPMORGAN CHASE BANK,
                                        as Administrative Agent and as a Bank

                                        By:  /s/ Robert W. Traband
                                            ---------------------------
                                             Name:  ROBERT W. TRABAND
                                             Title: VICE PRESIDENT

                                        CITIBANK, N.A.,
                                        as Syndication Agent and as a Bank

                                        By: /s/ Anita J. Brickell
                                            ----------------------------
                                            Name:  ANITA J. BRICKELL
                                            Title: Vice President

                                       78
<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        DEUTSCHE BANK AG
                                        NEW YORK BRANCH, as Co-Documentation
                                        Agent and as a Bank

                                        By: /s/ [Illegible]
                                            ----------------------------
                                            Name:  [Illegible]
                                            Title: Director

                                        By: /s/ Joel Makowsky
                                            ------------------------
                                            Name:  Joel Makowsky
                                            Title: Director

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        CREDIT SUISSE FIRST BOSTON, acting
                                        through its Cayman Islands Branch, as
                                        Co-Documentation Agent and as a Bank

                                        By:  /s/ S. William Fox
                                            -------------------------
                                            Name:  S. WILLIAM FOX
                                            Title: DIRECTOR

                                        By:  /s/ David J. Dodd
                                            -------------------------
                                            Name:  DAVID J. DODD
                                            Title: ASSOCIATE

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        BANK OF AMERICA, N.A., as Co-
                                        Documentation Agent and as a Bank

                                        By:  /s/ Richard L. Stein
                                            -------------------------
                                            Name:  Richard L. Stein
                                            Title: Principal

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        Wachovia Bank, National Association

                                        By:  /s/ D. Mitch Wilson
                                            -------------------------
                                            Name:  D. Mitch Wilson
                                            Title: Vice President

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        Bank One, NA
                                        (Name of Bank)

                                        By:   /s/ Jane Bek Keil
                                            -------------------------
                                            Name:  Jane Bek Keil
                                            Title: Director

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        BARCLAYS BANK PLC

                                        By:   /s/ Sydney G. Dennis
                                            -------------------------
                                            Name:  Sydney G. Dennis
                                            Title: Director

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        ABN AMRO, N.V.

                                        By:   /s/ Frank R. Russo, Jr.
                                            ------------------------------
                                            Name:  Frank R. Russo, Jr.
                                            Title: Vice President

                                        By:   /s/ John Reed
                                            ------------------------------
                                            Name:  John Reed
                                            Title: Vice President

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES

                                        By:   /s/ Harry P. Yergey
                                            -------------------------
                                            Name:  HARRY P. YERGEY
                                            Title: SENIOR VICE PRESIDENT
                                                   AND MANAGER

                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES

                                        By: /s/ Subash R. Viswanathan
                                            -------------------------
                                            Name:  Subash R. Viswanathan
                                            Title: Senior Vice President

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        ---------------------------------
                                        Merrill Lynch Capital Corporation

                                        By:   /s/ Carol J.E. Feeley
                                            -----------------------------
                                            Name:  Carol J.E. Feeley
                                            Title: Vice President

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        THE BANK OF NOVA SCOTIA

                                        By:  /s/ Denis O'Meara
                                            -------------------------
                                            Name:  Denis O'Meara
                                            Title: Managing Director

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        ---------------------------------
                                        Erste Bank Der Oesterreichischen
                                        Sparkassen AG

                                        By:   /s/ Bryan J. Lynch
                                            -----------------------------
                                            Name:  BRYAN J. LYNCH
                                            Title: FIRST VICE PRESIDENT

                                        By:  /s/ Patrick W. Kunkel
                                            -----------------------------
                                            Name:  PATRICK W. KUNKEL
                                            Title: VICE PRESIDENT
                                                   ERSTE BANK NEW YORK BRANCH

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        KZH CYPRESSTREE-1 LLC

                                        By:  /s/ Dorian Herrera
                                            -------------------------
                                            Name:  DORIAN HERRERA
                                            Title: AUTHORIZED AGENT

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        KZH ING-2 LLC

                                        By:  /s/ Dorian Herrera
                                            -------------------------
                                            Name:  DORIAN HERRERA
                                            Title: AUTHORIZED AGENT

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        KZH Sterling LLC

                                        By:  /s/ Dorian Herrera
                                            -------------------------
                                            Name:  DORIAN HERRERA
                                            Title: AUTHORIZED AGENT

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        Bank of Communications, New York Branch

                                        --------------------------------
                                        (Name of Bank)

                                        By:  /s/ De Cai Li
                                            -------------------------
                                            Name:  De Cai Li
                                            Title: General Manager

<PAGE>
]
                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        KZH Waterside LLC

                                        By:   /s/ Dorian Herrera
                                            -------------------------
                                            Name:  DORIAN HERRERA
                                            Title: AUTHORIZED AGENT

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        KZH Highland-2 LLC

                                        By:   /s/ Dorian Herrera
                                            -------------------------
                                            Name:  DORIAN HERRERA
                                            Title: AUTHORIZED AGENT

<PAGE>

                                                                  Signature Page
                                                    CenterPoint Credit Agreement

                                        KZH Pondview LLC

                                        By:   /s/ Dorian Herrera
                                            -------------------------
                                            Name:  DORIAN HERRERA
                                            Title: AUTHORIZED AGENT

</TEXT>
</DOCUMENT>
