<PAGE>
                                                                   EXHIBIT 10(a)

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

              $3,850,000,000 AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of October 10, 2002

                                   ----------

                                      Among

                            CENTERPOINT ENERGY, INC.,

                                  as Borrower,


                            THE BANKS PARTIES HERETO,

                                 CITIBANK, N.A.,
                              as Syndication Agent,

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                   ----------

                         J.P. MORGAN SECURITIES INC. AND
                           SALOMON SMITH BARNEY, 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....................................................................26

ARTICLE II AMOUNTS AND TERMS OF THE COMMITTED LOANS AND LETTERS OF CREDIT........................................27
   SECTION 2.1. Term Commitments.................................................................................27
   SECTION 2.2. Procedure for Term Loan Borrowing................................................................27
   SECTION 2.3. Repayment of Term Loans..........................................................................27
   SECTION 2.4. The Revolving Commitments........................................................................28
   SECTION 2.5. Procedure for Revolving Loan Borrowing...........................................................28
   SECTION 2.6. Minimum Tranches.................................................................................29
   SECTION 2.7. Letters of Credit................................................................................30

ARTICLE III AMOUNTS AND TERMS OF THE CAF LOANS...................................................................34
   SECTION 3.1. The CAF Loans....................................................................................34
   SECTION 3.2. Competitive Bid Procedure........................................................................34

ARTICLE IV PROVISIONS RELATING TO ALL LOANS......................................................................37
   SECTION 4.1. Evidence of Loans................................................................................37
   SECTION 4.2. Fees.............................................................................................38
   SECTION 4.3. Interest.........................................................................................38
   SECTION 4.4. Reserve Requirements.............................................................................40
   SECTION 4.5. Interest Rate Determination and Protection.......................................................40
   SECTION 4.6. Voluntary Interest Conversion or Continuation of Committed Loans.................................41
   SECTION 4.7. Funding Losses Relating to LIBOR Rate Loans and Fixed Rate Loans.................................42
   SECTION 4.8. Change in Legality...............................................................................43

ARTICLE V INCREASED COSTS, TAXES, PAYMENTS AND PREPAYMENTS.......................................................43
   SECTION 5.1. Increased Costs; Capital Adequacy................................................................43
   SECTION 5.2. Pro Rata Treatment and Payments and Computations.................................................45
   SECTION 5.3. Taxes............................................................................................46
   SECTION 5.4. Sharing of Payments, Etc.........................................................................48
   SECTION 5.5. Optional Termination or Reduction of the Commitments.............................................48
   SECTION 5.6. Voluntary Prepayments............................................................................49
   SECTION 5.7. Mandatory Repayments and Prepayments and Commitment Reductions...................................49
   SECTION 5.8. Mitigation of Losses and Costs...................................................................50
   SECTION 5.9. Determination and Notice of Additional Costs and Other Amounts...................................51

ARTICLE VI CONDITIONS OF LENDING.................................................................................51
   SECTION 6.1. Conditions Precedent to Loans and Letters of Credit..............................................51
   SECTION 6.2. Conditions Precedent to Each Borrowing...........................................................53

ARTICLE VII REPRESENTATIONS AND WARRANTIES.......................................................................54
   SECTION 7.1. Representations and Warranties of the Borrower...................................................54
</Table>

                                       i
<PAGE>
<Table>
<Caption>

                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE VIII AFFIRMATIVE AND NEGATIVE COVENANTS..................................................................58
   SECTION 8.1. Affirmative Covenants............................................................................58
   SECTION 8.2. Negative Covenants...............................................................................61
   SECTION 8.3. Changes in Lines of Business.....................................................................65

ARTICLE IX EVENTS OF DEFAULT.....................................................................................65
   SECTION 9.1. Events of Default................................................................................65
   SECTION 9.2. Cancellation/Acceleration........................................................................68

ARTICLE X THE ADMINISTRATIVE AGENT...............................................................................69
   SECTION 10.1. Appointment.....................................................................................69
   SECTION 10.2. Delegation of Duties............................................................................69
   SECTION 10.3. Exculpatory Provisions..........................................................................69
   SECTION 10.4. Reliance by Administrative Agent................................................................70
   SECTION 10.5. Notice of Default...............................................................................70
   SECTION 10.6. Non-Reliance on Administrative Agent and Other Banks............................................70
   SECTION 10.7. Indemnification.................................................................................71
   SECTION 10.8. Administrative Agent in Its Individual Capacity.................................................71
   SECTION 10.9. Successor Administrative Agent..................................................................71

ARTICLE XI MISCELLANEOUS.........................................................................................72
   SECTION 11.1. Amendments and Waivers..........................................................................72
   SECTION 11.2. Notices.........................................................................................73
   SECTION 11.3. No Waiver; Cumulative Remedies..................................................................74
   SECTION 11.4. Survival of Representations and Warranties......................................................74
   SECTION 11.5. Payment of Expenses and Taxes; Indemnity........................................................74
   SECTION 11.6. Effectiveness, Successors and Assigns, Participations; Assignments..............................75
   SECTION 11.7. Setoff..........................................................................................80
   SECTION 11.8. Counterparts....................................................................................81
   SECTION 11.9. Severability....................................................................................81
   SECTION 11.10. Integration....................................................................................81
   SECTION 11.11. GOVERNING LAW..................................................................................81
   SECTION 11.12. Submission to Jurisdiction; Waivers............................................................81
   SECTION 11.13. Acknowledgments................................................................................82
   SECTION 11.14. Limitation on Agreements.......................................................................82
</Table>


                                       ii
<PAGE>

<Table>
<Caption>

                                                                                                               PAGE
<S>                                                                                                            <C>
Exhibits and Schedules

Exhibit 2.2                -        Notice of Borrowing
Exhibit 3.2-A              -        Competitive Bid Request
Exhibit 3.2-B              -        Competitive Bid
Exhibit 3.2-C              -        Competitive Bid Confirmation
Exhibit 4.6                -        Notice of Interest Conversion/Continuation
Exhibit 11.6(c)            -        Committed Loan Assignment and Acceptance
Exhibit 11.6(i)(a)         -        Term Note
Exhibit 11.6(i)(b)         -        Revolving Note
Exhibit 11.6(i)(c)         -        CAF Note
Schedule 1.1               -        Schedule of Commitments and Addresses
Schedule 1.1(A)            -        Securitization Programs
Schedule 1.1(C)            -        Significant Subsidiaries
Schedule 2                 -        Financial Covenant Calculation
Schedule 6.1               -        Ownership of Capital Stock of Subsidiaries
</Table>

                                       iii
<PAGE>



                                CREDIT AGREEMENT

                  This Amended and Restated Credit Agreement, dated as of
October 10, 2002 (this "Agreement"), among CenterPoint Energy, Inc., a Texas
corporation (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"), and JPMorgan Chase Bank, as administrative agent (in such
capacity, together with any successors thereto in such capacity, the
"Administrative Agent").

                  WHEREAS, pursuant to the $2,500,000,000 Senior A Revolving
Credit and Competitive Advance Facilities Agreement, dated as of August 31, 2002
(as amended, modified or supplemented as of the Closing Date, the "Existing
Senior A Credit Agreement"), among the Borrower, the Administrative Agent, and
the other financial institutions parties thereto (the "Senior A Banks"), the
Senior A Banks made certain loans and other extensions of credit to the Borrower
on the terms and conditions set forth in the Existing Senior A Credit Agreement;

                  WHEREAS, pursuant to the $1,800,000,000 Senior B Credit
Agreement, dated as of August 31, 2002 (as amended, modified or supplemented as
of the Closing Date, the "Existing Senior B Credit Agreement"; together with the
Existing Senior A Credit Agreement, the "Existing Credit Agreements"), among the
Borrower, the Administrative Agent, and the other financial institutions parties
thereto (the "Senior B Banks"), the Senior B Banks made certain loans and other
extensions of credit to the Borrower on the terms and conditions set forth in
the Existing Senior B Credit Agreement;

                  WHEREAS the Borrower, the Senior A Banks, the Senior B Banks
and the Administrative Agent have agreed to restructure the obligations of the
Borrower under the Existing Credit Agreements by means of, among other things,
the execution and delivery of this Agreement;

                  NOW, THEREFORE, in consideration of the premises of the mutual
agreements, representations and warranties herein set forth, and for other good
and valuable consideration, the Borrower, each Senior A Bank, each Senior B Bank
and the Administrative Agent hereby agree that on the Closing Date, the Existing
Credit Agreements shall be amended and restated in their entirety 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" or "Alternate Base Rate" means, for any day, an
         alternate base rate calculated as a fluctuating rate per annum (rounded
         upwards to the nearest 1/64 of 1% if not already an integral multiple
         of 1/64 of 1%) as shall be in effect from time to time, 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%. As
         used in this definition, the term



                                       1
<PAGE>
         "Prime Rate" means the rate of interest per annum publicly announced
         from time to time by the Administrative Agent as its prime rate in
         effect at its principal office in New York City. If for any reason the
         Administrative Agent shall have determined (which determination shall
         be conclusive absent manifest error) that it is unable to ascertain the
         Federal Funds Effective Rate for any reason, including the inability or
         failure of the Administrative Agent to obtain sufficient quotations in
         accordance with the terms hereof, the ABR shall be determined without
         regard to clause (b) above until the circumstances giving rise to such
         inability no longer exist. 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 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 4.3(a).

                  "Additional Fee" has the meaning specified in Section 4.2(c).

                  "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(A) 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.

                  "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.

                  "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 and CAF 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.

                  "Applicable Margin" means 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, with respect to any Committed Loan:



                                       2
<PAGE>
  <Table>
  <Caption>
                          LIBOR RATE MARGIN FOR   ABR MARGIN FOR         LIBOR RATE MARGIN      ABR MARGIN FOR
    DESIGNATED RATING     REVOLVING LOANS         REVOLVING LOANS        FOR TERM LOANS         TERM LOANS
    -----------------     ---------------------   ---------------        -----------------      --------------
<S>                       <C>                     <C>                    <C>                    <C>

  A-/A3 or higher         3.000%                  2.000%                 3.500%                 2.500%

  BBB+/Baa1 or BBB/Baa2   3.500%                  2.500%                 4.000%                 3.000%
       or BBB-/Baa3

   BB+/Ba1 or lower (or   4.000%                  3.000%                 4.500%                 3.500%
         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.

                  "Asset Sale" means any Disposition of Property or series of
         related Dispositions of Property that yields Net Cash Proceeds to the
         Borrower or any of its Subsidiaries (valued at the initial principal
         amount thereof in the case of non-cash proceeds consisting of notes or
         other debt securities and valued at fair market value in the case of
         other non-cash proceeds).

                  "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 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 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



                                       3
<PAGE>

         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 either a Committed Borrowing or a CAF
         Borrowing.

                  "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.

                  "Bridge Credit Agreement" means the $850,000,000 Credit
         Agreement, dated as of October 10, 2002, among CenterPoint Electric, as
         borrower, JPMorgan Chase Bank, as administrative agent, and the other
         financial institutions parties thereto, as amended, modified or
         supplemented from time to time.

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

                  "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.

                  "CAF Borrowing" means a borrowing consisting of CAF Loans
         under Section 3.1 made on the same day by the Bank or Banks whose
         Competitive Bid or Bids have been accepted pursuant to Section 3.2(d).

                  "CAF Facility" has the meaning specified in Section 3.1.

                  "CAF LIBOR Rate Loan" means any CAF Loan that bears interest
         at the LIBOR Rate.

                  "CAF Loan" means a Loan made to the Borrower pursuant to
         Section 3.1 by a Bank in response to a Competitive Bid Request.

                  "CAF Loan Assignee" has the meaning specified in Section
         11.6(d).

                  "CAF Loan Assignment and Acceptance" means an assignment and
         acceptance executed in connection with the assignment of any CAF Loan
         to a CAF Loan Assignee in the manner set forth in Section 11.6(d). Each
         CAF Loan Assignment and Acceptance to be registered in the Register
         shall set forth (a) the full name of such CAF Loan Assignee;



                                       4
<PAGE>

         (b) such CAF Loan Assignee's address for notices and its lending office
         address (in each case to include telephone, telex and facsimile
         transmission numbers); and (c) payment instructions for all payments to
         such CAF Loan Assignee, and must contain an agreement by such CAF Loan
         Assignee to comply with the provisions of Sections 11.6(d), (g) and (h)
         to the same extent as any Bank.

                  "CAF Margin" means, as to any Competitive Bid relating to a
         CAF LIBOR Rate Loan, the margin (expressed as a percentage rate per
         annum in the form of a decimal to no more than four decimal places) to
         be added to or subtracted from the LIBOR Rate in order to determine the
         interest rate acceptable to such Bank with respect to such CAF LIBOR
         Rate Loan.

                  "CAF Rate" means, as to any Competitive Bid made by a Bank
         pursuant to Section 3.2(b), (i) in the case of a CAF LIBOR Rate Loan,
         the CAF Margin added to or subtracted from, as the case may be, the
         LIBOR Rate, and (ii) in the case of a Fixed Rate Loan, the fixed rate
         of interest, in each case, offered by such Bank.

                  "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 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 six months 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 six months 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



                                       5
<PAGE>

         maturities of six months 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.

                  "CenterPoint" means CenterPoint Energy, Inc., a Texas
         corporation.

                  "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 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 31, 2002,
         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.

                  "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.

                  "Committed 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 Committed
         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 4.7.

                  "Committed LIBOR Rate Loan" means any Committed Loan that
         bears interest at the LIBOR Rate.

                  "Committed Loan" means any Term Loan or any Revolving Loan, as
         the case may be.

                  "Committed Loan Assignment and Acceptance" has the meaning
         specified in Section 11.6(c).



                                       6
<PAGE>

                  "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.

                  "Competitive Bid" has the meaning specified in Section 3.2(b).

                  "Competitive Bid Confirmation" has the meaning specified in
         Section 3.2(d).

                  "Competitive Bid Request" has the meaning specified in Section
         3.2(a).

                  "Confidential Information Memorandum" means the Confidential
         Information Memorandum, dated September 2002 and furnished to certain
         Banks.

                  "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,
         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-Tax
         Excess Mitigation Credit and Pre-Tax ECOM, all as determined on a
         consolidated basis.

                  "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



                                       7
<PAGE>

         projected recovery, pursuant to applicable legislation and agreement,
         of the (a) net amount of stranded costs, (b) the market value of
         generating assets 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 2.

                  "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 4.3, plus
         2%; provided that in the case of overdue principal with respect to any
         Committed 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 Committed LIBOR Rate Loan, Facility 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, (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 Facility Fees or the Applicable
         Margin with respect to Borrower that is caused by a change in the
         Designated Rating will



                                       8
<PAGE>

         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 of rating corporate debt
         obligations, 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. The
         terms "Dispose" and "Disposed of" shall have correlative meanings.

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

                  "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 9.1.

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

                  "Excluded Asset Sales" means the following Dispositions of
         Property or series of related Dispositions of Property: (i) the sale of
         AOL Stock owned by the Borrower's Subsidiaries the proceeds of which
         are used in connection with the discharge or settlement of the
         Borrower's obligations under the ZENS (including sales of such stock,
         to offset such ZENS redeemed since July 1, 2002); (ii) Permitted Asset
         Swaps; (iii) the sale of accounts receivable by Resources in connection
         with its securitization facilities; (iv) the sale or Disposition in the
         ordinary course of business of inventory, accounts receivable (in
         respect of the collection thereof) and obsolete assets; (v) leases
         entered into in the ordinary course of business; (vi) non-exclusive
         license of patents, trademarks, registrations therefor and other
         similar intellectual property in the ordinary course of business; (vii)
         intercompany Dispositions among the Borrower and its Subsidiaries in
         the ordinary course of business; (viii) sale leaseback transactions
         entered into by the Borrower or any of its Subsidiaries in the ordinary
         course of business and (ix) Dispositions to or by Securitization
         Subsidiaries consistent with the definition thereof.

                  "Excluded Transactions" means the incurrence or issuance by
         the Borrower and its Subsidiaries of the following:

                           (a) Indebtedness in respect of any refinancing,
                  refundings, renewals or extensions (on or prior to the
                  maturity thereof) of (without any increase in the principal
                  amount thereof plus any expenses (including any redemption
                  premium or penalty) or any shortening of the final maturity
                  thereof) Indebtedness outstanding on the Closing Date
                  (excluding Indebtedness in respect of the Reliant



                                       9
<PAGE>

                  Energy FinanceCo II LP 7.40% Senior Notes due November 15,
                  2002, the Matagorda County Navigation District One Revenue
                  Refunding Bonds (Reliant Energy, Incorporated Project), Series
                  1999C and the Brazos River Authority Revenue Refunding Bonds
                  (Reliant Energy, Incorporated Project), Series 1999B);

                           (b) Intercompany Indebtedness;

                           (c) Indebtedness permitted hereunder to the extent
                  constituting (i) the issuance by the Borrower or any of its
                  Subsidiaries of commercial paper, (ii) any backup credit or
                  liquidity facilities in respect of any such commercial paper
                  issuance, (iii) other short-term instruments in lieu of the
                  issuance of commercial paper, (iv) letters of credit issued
                  for the account of the Borrower or any of its Subsidiaries in
                  respect of any of the foregoing and (v) drawings on letters of
                  credit, bonds or similar obligations permitted under this
                  Agreement if the proceeds are applied to the underlying
                  obligation secured or supported thereby;

                           (d) Indebtedness of the Borrower pursuant to the Loan
                  Documents;

                           (e) Indebtedness in respect of performance, surety
                  and similar bonds and completion guarantees provided by the
                  Borrower or any of its Subsidiaries in the ordinary course of
                  business;

                           (f) Indebtedness in respect of Capital Leases entered
                  into by the Borrower or any of its Subsidiaries in the
                  ordinary course of business;

                           (g) Indebtedness in respect of Swap Agreements
                  entered into in the ordinary course of business and not
                  entered into for speculative purposes;

                           (h) Capital Stock to employees, directors or
                  consultants of the Borrower or any of its Subsidiaries under,
                  or upon the exercise of any warrants, options, conversion
                  rights or other rights in respect of, any employee stock
                  option plan, other employee benefit or compensation plans,
                  dividend reinvestment plans, including the Borrower's
                  Investors Choice Plan, or arrangements of the Borrower or any
                  of its Subsidiaries existing on the Closing Date;

                           (i) Capital Stock issued by any Subsidiary of the
                  Borrower solely to the Borrower or any of its Subsidiaries;
                  and

                           (j) Capital Stock of the Borrower to the extent
                  issued as consideration to effect acquisitions permitted under
                  Section 8.2(g) and expenses incurred in connection therewith.

                  "Existing CenterPoint Electric Credit Agreement" means the
         $400,000,000 Amended and Restated Revolving Credit and Competitive
         Advance Facilities Agreement, dated as of July 13, 2001, among
         CenterPoint Electric, as borrower, JPMorgan Chase Bank (f/k/a The Chase
         Manhattan Bank), as administrative agent, and the other financial
         institutions parties thereto, as amended, modified or supplemented from
         time to time.



                                       10
<PAGE>

                  "Existing CenterPoint Electric Credit Facility" means the
         credit facilities provided under the Existing CenterPoint Electric
         Credit Agreement.

                  "Existing Credit Agreements" has the meaning specified in the
         recitals hereto.

                  "Existing Credit Facilities" means the credit facilities
         provided under the Existing Credit Agreements.

                  "Existing Senior A Credit Agreement" has the meaning specified
         in the recitals hereto.

                  "Existing Senior B Credit Agreement" has the meaning specified
         in the recitals hereto.

                  "Facility" means each of the Term Facility, the Revolving
         Facility or the CAF Facility.

                  "Facility Fee" has the meaning specified in Section 4.2(a).

                  "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.

                  "FinanceCo Permitted Facilities" means the $300,000,000 of
         Reliant Energy FinanceCo II LP 7.40% Senior Notes due November 15, 2002
         pursuant to the Fiscal Agency Agreement dated as of November 12, 1999,
         among Reliant Energy FinanceCo II LP, Reliant Energy, Incorporated and
         Chase Bank of Texas, National Association.

                  "Fixed Rate Loan" means any CAF Loan made by a Bank pursuant
         to Section 3.2 based upon a fixed percentage rate per annum offered by
         such Bank, expressed as a decimal (to no more than four decimal
         places), and accepted by the Borrower.

                  "Funding Office" means the office of the Administrative Agent
         specified in Section 11.2 or such other office as may be specified from
         time to time by the 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.

                  "Genco Transaction" means up to 20% of the common stock of
         Texas Genco, Inc. is (i) issued and sold in an initial public offering
         of such stock or (ii) distributed by the Borrower to its shareholders,
         or as a result of some combination thereof or pursuant to



                                       11
<PAGE>


         some other issuance up to 20% of the common stock of Texas Genco, Inc.
         is listed for trading on a national stock exchange or automated
         quotation system.

                   "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 of America, if
         applicable.

                  "Hybrid Preferred Securities" means preferred stock 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, (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



                                       12
<PAGE>

         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 or (iii) any
         Securitization 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 Committed LIBOR Rate Loan
         comprising part of the same Committed Borrowing, the period commencing
         on the date of such Committed LIBOR Rate Loan or the date of the
         conversion of any Committed Loan into such Committed 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 4.6, 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 4.6. The
         duration of each such Interest Period shall be one, two, three, six or,
         with the consent of all the Banks, nine or twelve months or periods
         shorter than one month, as Borrower may select by notice pursuant to
         Section 2.2, 2.5(a) or 4.6 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;

                           (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



                                       13
<PAGE>

                  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 8.2(g).

                  "Issuing Bank" means JPMorgan Chase Bank, in its capacity as
         issuer of any Letter of Credit, and any other Bank, in such capacity,
         selected by the Borrower with the consent of the Administrative Agent
         and such Bank to be an Issuing Bank.

                  "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 or
         pursuant to Section 2.7.

                  "L/C Participants" means the collective reference to all the
         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 Salomon
         Smith Barney, 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).

                  "LIBOR Rate" means (a) with respect to any Committed LIBOR
         Rate Loan, for each day during each Interest Period pertaining thereto,
         the rate per annum equal to the average (rounded upward to the nearest
         1/64th of 1%) of the respective rates notified to the Administrative
         Agent by each Reference Bank as the rate at which such Reference Bank
         is offered Dollar deposits at or about 10:00 A.M., New York City time,
         two Business Days prior to the beginning of such Interest Period in the
         interbank eurodollar



                                       14
<PAGE>

         market where the eurodollar and foreign currency and exchange
         operations in respect of its LIBOR Rate Loans are then being conducted
         for delivery on the first day of such Interest Period for the number of
         days therein and in an amount comparable to the principal amount of its
         Committed LIBOR Rate Loan to be outstanding during such Interest Period
         and (b) with respect to any CAF LIBOR Rate Loan of a specified maturity
         requested pursuant to a Competitive Bid Request, the rate per annum
         equal to the average (rounded upward to the nearest 1/64 of 1%) of the
         respective rates notified to the Administrative Agent by each Reference
         Bank as the rate at which such Reference Bank is offered Dollar
         deposits at or about 10:00 A.M., New York City time, two Business Days
         prior to the date of borrowing of such CAF LIBOR Rate Loan the
         interbank eurodollar market where the eurodollar and foreign currency
         and exchange operations in respect of its LIBOR Rate Loans are then
         being conducted for delivery on such Borrowing Date, in an amount
         comparable to the principal amount of such CAF LIBOR Rate Loan and with
         a maturity comparable to the maturity applicable to such CAF LIBOR Rate
         Loan.

                  "LIBOR Rate Loan" means a Loan that bears interest at the
         LIBOR Rate as provided in Section 4.3(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 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 (in
         each case 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).



                                       15
<PAGE>

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

                  "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 Asset
         Sale 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 Asset Sale 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 Asset Sale and deduction of amounts
         established by the Borrower or any of its Subsidiaries as a reserve for
         liabilities retained by the Borrower or any of its Subsidiaries after
         such Asset Sale, 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 Asset Sale and (b) in connection
         with any issuance or sale of Capital Stock or any incurrence of
         Indebtedness, the cash proceeds received from such issuance or
         incurrence, net of 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 repaid concurrently or
         otherwise as a result of such issuance or incurrence.

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



                                       16
<PAGE>

                  "Notice of Borrowing" has the meaning specified in Section
         2.5(a).

                  "Notice of Interest Conversion/Continuation" has the meaning
         specified in Section 4.6(a).

                  "Other Taxes" has the meaning specified in Section 5.3(b).

                  "Participant" has the meaning specified in Section 11.6(b).

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

                  "Permitted Asset Swaps" means substantially contemporaneous
         purchases or exchanges of Property (other than cash or cash
         equivalents) owned by a Person that is not the Borrower or an Affiliate
         of the Borrower for Property of substantially equivalent value owned by
         the Borrower or any of its Subsidiaries.

                  "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 8.1(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, provided,
                  however, that, subject to Section 8.1(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;

                           (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



                                       17
<PAGE>

                  borrowing of money, the obtaining of advances or credit 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 8.1(d) and 9.1(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 minor Liens or encumbrances none of which
                  secures 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 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 12 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 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



                                       18
<PAGE>

                  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 margin
                  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.

                  "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 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 2002 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 collected from customers taking
         electric delivery service from a direct or indirect Subsidiary of the
         Borrower for payment of debt service on Securitization Securities.



                                       19
<PAGE>

                  "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.

                  "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
         11.6(c).

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

                  "Recovery Event" means any settlement of or payment in respect
         of any Property or casualty insurance claim or any condemnation
         proceeding for any asset or related assets of the Borrower or its
         Subsidiaries that yields Net Cash Proceeds to the Borrower or any of
         its Subsidiaries (valued at the initial principal amount thereof in the
         case of non-cash proceeds consisting of notes or other debt securities
         and valued at fair market value in the case of other non-cash proceeds)
         for any such settlement or payment or series of related settlements or
         payments in excess of $30,000,000.

                  "Reference Banks" means JPMorgan Chase Bank, Bank of America,
         N.A. and Citibank, N.A., together with any successors thereto.

                  "Register" has the meaning specified in Section 11.6(e) hereof



                                       20
<PAGE>

                  "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 5.7(b) as a result of the delivery of a
         Reinvestment Notice.

                  "Reinvestment Event" means any Asset Sale or 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 (directly or indirectly through a
         Subsidiary) intends to use all or a specified portion of the Net Cash
         Proceeds of an Asset Sale or Recovery Event to repair or replace the
         affected Property or to acquire Property useful in its or one of its
         Subsidiaries' business.

                  "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 acquire or repair assets useful in the Borrower's or its
         Subsidiary's business, as the case may be.

                  "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
         one of its Subsidiaries shall have determined not to, or shall have
         otherwise ceased to, acquire, replace or repair assets useful in the
         Borrower's or one of its Subsidiaries' business with all or any portion
         of the relevant Reinvestment Deferred Amount.

                  "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
         subsections .27, .28, .29, .30, .31, .32, .34, or .35 of PBGC Reg.
         Section 4043.

                  "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.



                                       21
<PAGE>

                  "Responsible Officer" means, with respect to any Person, its
         chief financial officer, chief accounting officer, assistant treasurer,
         treasurer or comptroller 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 or in the
         Committed Loan 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 $1,500,000,000.

                  "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.

                  "Revolving Loan Maturity Date" means initially October 9,
         2003; provided that if the Borrower and its Subsidiaries have not
         received Net Cash Proceeds in an aggregate amount of at least
         $400,000,000 from Third Party Financings and/or asset sales on or
         before November 15, 2002, the Revolving Loan Maturity Date shall
         automatically be November 15, 2002.

                  "Revolving Loans" has the meaning specified in Section 2.4.

                  "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



                                       22
<PAGE>

         Commitments shall have terminated, the Total Revolving Extensions of
         Credit then outstanding.

                  "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.

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

                  "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.

                  "Senior A Banks" has the meaning specified in the recitals
         hereto.

                  "Senior B Banks" has the meaning specified in the recitals
         hereto.

                  "Significant Subsidiary" means (i) for the purposes of
         determining what constitutes an "Event of Default" under Sections
         9.1(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 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
         for the Borrower's most recently completed fiscal year and identified
         in the certificate most recently delivered pursuant to Section
         8.1(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.



                                       23
<PAGE>

                  "Solvent" means, as used in Section 7.1(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.

                  "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 Banks" means, at any time, Banks having in
         excess of 66 2/3% 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.

                  "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 5.3(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. The original
         aggregate amount of the Term Commitment of all Term Banks is
         $2,350,000,000.



                                       24
<PAGE>

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

                  "Term Loans" 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, 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.

                  "Third Party Financing" means any issuance of Capital Stock or
         incurrence of Indebtedness by the Borrower or any of its Subsidiaries
         to any Person (other than (x) Excluded Transactions, (y) any such
         Indebtedness to an Affiliate of the Borrower or any such Subsidiary and
         (z) Indebtedness hereunder or under the Bridge Facility, but including
         the remarketing of pollution control bonds without any pledge of cash
         collateral in connection therewith) with, in the case of any such
         Indebtedness, a stated maturity beyond October 10, 2003.

                  "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.

                  "Total Facilities" means, at any time, the sum of (a) Total
         Revolving Commitments in effect at such time, (b) the aggregate amount
         of Term Loans outstanding at such time and (c) the aggregate amount of
         Term Loans under and as defined in the Bridge Facility outstanding at
         such time.

                  "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 Committed 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 11.6(g).

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

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



                                       25
<PAGE>

                  "Type" refers to the determination of whether a Loan is an ABR
         Loan or a Committed LIBOR Rate Loan (or a Committed 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.

                  "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 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.



                                       26
<PAGE>

         (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 COMMITTED 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 4.6.

         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 2.2 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 Committed 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 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 three 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>
                           February 28, 2003                                 $600,000,000

                             June 30, 2003                                   $600,000,000

                            October 9, 2003                                 $1,150,000,000

</Table>



                                       27
<PAGE>

; provided that if the Borrower and its Subsidiaries have not received Net Cash
Proceeds in an aggregate amount of at least $400,000,000 from Third Party
Financings and/or asset sales on or before November 15, 2002, all outstanding
Term Loans shall be due and payable on November 15, 2002.

         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 Committed 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 5.6 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.

         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
or written notice:

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



                                       28
<PAGE>


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 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 Committed 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 Committed 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 Committed



                                       29
<PAGE>

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) 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 ("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.

                  (ii) 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.

                  (iii) 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.

                  (iv) 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 (2) 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.



                                       30
<PAGE>

         (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 1/8 of 1%, 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.

                  (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



                                       31
<PAGE>

         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) 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, the Issuing Bank receives any payment 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 Issuing Bank for any payment that 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
2.4(e)(i), then Section 2.4(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 6.2, each drawing under
                  any Letter of Credit shall be deemed to constitute a Committed
                  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.



                                       32
<PAGE>


         (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.

                  (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



                                       33
<PAGE>

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 4.2(b). 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

                       AMOUNTS AND TERMS OF THE CAF LOANS

         SECTION 3.1. The CAF Loans(a) . (a) From time to time on any Business
Day during the period from the Closing Date until the Termination Date, the
Borrower may request CAF Loans from the Banks in amounts such that the Total
Aggregate Outstanding Extensions of Credit at any time shall not exceed the
Total Revolving Commitments at such time (the "CAF Facility"). Under the terms
and conditions set forth below, Borrower may borrow, repay pursuant to Section
3.2(h) and reborrow under this Section 3.1.

         (b) Under the terms and conditions set forth below, the Borrower may
borrow, repay pursuant to Section 3.2(h) and reborrow under this Section 3.1.

         SECTION 3.2. Competitive Bid Procedure. (a) In order to request a CAF
Loan, the Borrower shall deliver to the Administrative Agent a written notice in
the form of Exhibit 3.2-A, attached hereto (a "Competitive Bid Request"), to be
received by the Administrative Agent (i) in the case of each CAF LIBOR Rate
Loan, not later than 3:00 P.M. (New York City time), four (4) Business Days
before the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii) in the
case of each Fixed Rate Loan, not later than 11:00 A.M. (New York City time),
one (1) Business Day before the Borrowing Date specified for such Fixed Rate
Loan. Each Competitive Bid Request shall in each case refer to this Agreement
and specify (i) the date of Borrowing of such CAF Loans (which shall be a
Business Day), (ii) the aggregate principal amount thereof, (iii) whether the
CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate
Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the
interest payment dates for each CAF Loan requested to be made. The
Administrative Agent shall promptly notify each Bank by telex or facsimile
transmission of the contents of each Competitive Bid Request received by it.
Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and for not more than three alternative maturity dates for such CAF
Loans. The maturity date for each CAF Loan shall be not less than 15 days nor
more than 180 days after the applicable date of CAF Borrowing (and in any event
shall not extend beyond the Revolving Loan Maturity Date).

         (b) Each Bank may, in its sole discretion, irrevocably offer to make
one or more CAF Loans to the Borrower responsive to each Competitive Bid Request
from the Borrower. Any



                                       34
<PAGE>

such irrevocable offer by a Bank must be received by the Administrative Agent,
in the form of Exhibit 3.2-B hereto (a "Competitive Bid"), (i) in the case of
each CAF LIBOR Rate Loan, not later than 10:30 A.M. (New York City time), three
(3) Business Days before the Borrowing Date specified for such CAF LIBOR Rate
Loan and (ii) in the case of each Fixed Rate Loan, not later than 9:30 A.M. (New
York City time) on the Borrowing Date specified for such Fixed Rate Loan.
Competitive Bids that do not conform substantially to the format of Exhibit
3.2-B may be rejected by the Administrative Agent after conferring with, and
upon the instruction of, the Borrower, and the Administrative Agent shall notify
the Bank of such rejection as soon as practicable. Each Competitive Bid shall
refer to this Agreement and (i) specify the maximum principal amount of CAF
Loans for each maturity date (which shall be in an aggregate principal amount
not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof
and which may equal, but not exceed, the principal amount requested for such
maturity date by the Borrower) and the aggregate maximum principal amount of CAF
Loans for all maturity dates (which amount, with respect to any Bank, may exceed
such Bank's Commitment) that the Bank is willing to make to the Borrower, and
(ii) specify the CAF Rate at which the Bank is prepared to make each such CAF
Loan. A Competitive Bid submitted by a Bank pursuant to this Section 3.2(b)
shall be irrevocable absent manifest error.

         (c) The Administrative Agent shall (i) in the case of each CAF LIBOR
Rate Loan, not later than 11:00 A.M. (New York City time) three (3) Business
Days before the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii)
in the case of each Fixed Rate Loan, not later than 10:00 A.M. (New York City
time) on the Borrowing Date specified for such Fixed Rate Loan, notify the
Borrower in writing of all the Competitive Bids made (arranging each such bid in
ascending interest rate order), and the CAF Rate or Rates and the maximum
principal amount of each CAF Loan in respect of which Competitive Bid was made,
and the identity of the Bank that made each bid. The Administrative Agent shall
send a copy of all Competitive Bids to the Borrower for its records as soon as
practicable after completion of the bidding process set forth in this Section
3.2.

         (d) The Borrower may in its sole and absolute discretion, subject only
to the provisions of this Section 3.2(d), accept or reject any Competitive Bid
referred to in Section 3.2(c); provided, however, that the aggregate amount of
the Competitive Bids for CAF Loans so accepted by the Borrower may not exceed
the lesser of (i) the principal amount of the applicable CAF Borrowing requested
by the Borrower in respect thereof and (ii) the amount of the Revolving
Commitments less the Total Aggregate Outstanding Extensions of Credit then
outstanding, after giving effect to the application of the proceeds of such
respective CAF Borrowing on the Borrowing Date therefor. The Borrower shall
notify the Administrative Agent in writing whether and to what extent it has
decided to accept or reject any or all of the bids referred to in Section 3.2(c)
by delivering to the Administrative Agent a written notice in the form of
Exhibit 3.2-2 hereto (a "Competitive Bid Confirmation"), (i) in the case of each
CAF LIBOR Rate Loan, not later than 1:00 P.M. (New York City time), three (3)
Business Days before the Borrowing Date specified for such CAF LIBOR Rate Loan
and (ii) in the case of each Fixed Rate Loan, not later than 11:00 A.M. (New
York City time) on the Borrowing Date specified for such Fixed Rate Loan, which
Competitive Bid Confirmation shall specify the principal amount of CAF Loans for
each relevant maturity date to be made by each such bidding Bank (which amount
for each such maturity date shall be equal to or less than the maximum amount
for such maturity date specified in the Competitive Bid of such Bank, and for
all



                                       35
<PAGE>

maturity dates included in such Competitive Bid in respect thereof shall be
equal to or less than the aggregate maximum amount specified in such Competitive
Bid for all such maturity dates); provided, however, that (A) the failure by the
Borrower to so deliver a Competitive Bid Confirmation by the specified time
shall be deemed to be a rejection of all the bids referred to in Section 3.2(c)
for the related Competitive Bid Request; (B) the Borrower shall not accept a bid
made at a particular CAF Rate for a particular maturity if the Borrower has
decided to reject a bid made at a lower CAF Rate for such maturity; (C) if the
Borrower shall accept bids made at a particular CAF Rate for a particular
maturity but shall be restricted by other conditions hereof from borrowing the
maximum principal amount of CAF Loans in respect of which bids at such CAF Rate
have been made, then the Borrower shall accept a pro rata portion of each bid
made at such CAF Rate based as nearly as possible on the respective maximum
principal amounts of CAF Loans offered to be made by the relevant Banks pursuant
to such bids; and (D) no bid shall be accepted for a CAF Loan by any Bank unless
such CAF Loan is in an aggregate principal amount not less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof. Notwithstanding the
foregoing, if it is necessary for the Borrower to accept a pro rata allocation
of the bids made in response to a Competitive Bid Request (whether pursuant to
the events specified in clause (C) above or otherwise) and the available
principal amount of CAF Loans to be allocated among the Banks is not sufficient
to enable CAF Loans to be allocated to each Bank in an aggregate principal
amount not less than $5,000,000 or in integral multiples of $1,000,000 in excess
thereof, then the Borrower shall, subject to clause (D) above, select the Banks
to be allocated such CAF Loans and shall round allocations up or down to the
next higher or lower multiple of $1,000,000 as it shall deem appropriate;
provided that the allocations among the Banks to be allocated such CAF Loans
shall be made pro rata based as nearly as possible on the respective maximum
principal amounts of CAF Loans offered to be made by such Banks. The Competitive
Bid Confirmation given by the Borrower pursuant to this Section 3.2(d) shall be
irrevocable.

         (e) Upon receipt from the Administrative Agent of the LIBOR Rate
applicable to any CAF LIBOR Rate Loan to be made by any Bank pursuant to a
Competitive Bid that has been accepted by the Borrower pursuant to Section 3.2,
the Administrative Agent shall notify such Bank of the applicable LIBOR Rate.

         (f) If the Administrative Agent shall at any time elect to submit a
Competitive Bid in its capacity as a Bank, it shall submit such bid directly to
the Borrower by (i) in the case of a CAF LIBOR Rate Loan, not later than 10:15
A.M. (New York City time), and (ii) in the case of a Fixed Rate Loan, not later
than 9:15 A.M. (New York City time), in each case, on the Business Day on which
the other Banks are required to submit their bids to the Administrative Agent
pursuant to Section 3.2(b) above.

         (g) If the Borrower accepts pursuant to Section 3.2(d) one or more of
the offers made by any Bank or Banks, the Administrative Agent shall promptly
notify each Bank that has made such an offer of the aggregate amount of such CAF
Loans to be made on the Borrowing Date for each maturity date and of the
acceptance or rejection of any offers to make such CAF Loans made by such Bank.
Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City
time) on the Borrowing Date specified in the Competitive Bid Request applicable
thereto, make available to the Administrative Agent at its office set forth in
Section 11.2 the amount of CAF Loans to be made by such Bank, in immediately
available funds. The



                                       36
<PAGE>


Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such
Borrowing Date, make such funds available to the Borrower at the Borrower's
account as shall be designated by it to the Administrative Agent from time to
time. As soon as practicable after each Borrowing Date, the Administrative Agent
shall notify each Bank of the aggregate amount of CAF Loans advanced on such
Borrowing Date and the respective maturity dates thereof.

         (h) The Borrower shall repay to the Administrative Agent for the
account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in
respect thereof, as the case may be) on the maturity date of each CAF Loan (such
maturity date being that specified by the Borrower for repayment of such CAF
Loan in the related Competitive Bid Request) the then unpaid principal amount of
such CAF Loan. Except as set forth in Sections 5.5(c) and 5.7(c), the Borrower
shall not, without the consent of the relevant Bank, have the right to prepay
any principal amount of any CAF Loan.

         (i) All notices required by this Section 3.2 shall be made in
accordance with Section 11.2 hereof; provided, however, that each request or
notice required to be made under Section 3.2(a) or 3.2(d) by the Borrower may be
made by the giving of telephone notice to the Administrative Agent that is
promptly confirmed by delivery of a notice in writing (in substantially the form
of Exhibit 3.2-A or Exhibit 3.2-C, as the case may be) to the Administrative
Agent.

                                   ARTICLE IV

                        PROVISIONS RELATING TO ALL LOANS

         SECTION 4.1. 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 11.6(e) and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Loan made 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 4.1(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.



                                       37
<PAGE>

         SECTION 4.2. Fees. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Bank a facility fee (the "Facility Fee") on the
aggregate amount of such Bank's Revolving Commitment (whether used or unused),
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 Borrower agrees to pay to the Administrative Agent on November
15, 2002 (if the Termination Date has not occurred on such date) for the account
of each Bank a fee in the amount of 1.00% of the amount of the sum of (x) such
Bank's Revolving Commitment (whether used or unused) and (y) the aggregate
amount of such Bank's Term Loans outstanding on such date.

         (c) The Borrower agrees to pay to the Administrative Agent for the
account of the Banks a fee in the aggregate amount of $61,436,170.21 (the
"Additional Fee") to be allocated to each Bank based upon the sum of such Bank's
Revolving Commitment, and the aggregate amount of such Bank's Term Loans,
outstanding on the applicable date of payment, payable as follows: (i)
$40,957,446.81 on February 28, 2003 and $20,478,723.40 on June 30, 2003;
provided, however, that (x) on the Termination Date, any unpaid portion of the
Additional Fee shall be payable on the Termination Date and (y) if the Total
Revolving Commitments are terminated in full, whether pursuant to Section 5.5 or
otherwise, and the Facilities are repaid in full, whether pursuant to Section
5.6 or 5.7 or otherwise, any unpaid portion of the Additional Fee shall be due
and payable on the date of such termination, repayment or cancellation.

         (d) The fees payable under Sections 4.2(a) and (b) 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.

         (e) 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 4.3. 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, commencing on December 31, 2002, 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:



                                       38
<PAGE>


                  (i) in the case of each Committed 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; and

                  (ii) in the case of each CAF LIBOR Rate Loan, the lesser of
         (A) the sum of the LIBOR Rate applicable to such Loan plus or minus, as
         the case may be, the CAF Margin specified by a Bank with respect to
         such Loan in its Competitive Bid submitted pursuant to Section 3.2(b)
         and (B) the Highest Lawful Rate, payable on the date or dates specified
         in the relevant Competitive Bid Request.

         (c) Fixed Rate Loans. Each Fixed Rate Loan shall bear interest at a
rate per annum equal at all times to the lesser of (i) the fixed rate of
interest offered by the Bank making such Loan and accepted by the Borrower
pursuant to Section 3.2 and (ii) the Highest Lawful Rate, payable on the date or
dates specified in the relevant Competitive Bid Request.

         (d) Calculations. Interest that is determined by reference to the
Alternate Base Rate 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.

         (e) 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 Facility 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).

         (f) 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.

         (g) Designation of Reference Banks. If any Reference Bank shall for any
reason no longer have Commitments or any Loans, such Reference Bank shall
thereupon cease to be a Reference Bank, and if, as a result, there shall only be
one Reference Bank remaining, the Administrative Agent (after consultation with
the Borrower and the Banks) shall, by notice to the Borrower and the Banks,
designate another Bank as a Reference Bank so that there shall at all times be
at least two Reference Banks.



                                       39
<PAGE>

         (h) Reference Bank Quotations. Each Reference Bank shall use its best
efforts to furnish quotations of rates to the Administrative Agent as
contemplated hereby. If any of the Reference Banks shall be unable or shall
otherwise fail to supply such rates to the Administrative Agent upon its
request, the rate of interest shall, subject to the provisions of Section
4.5(b), be determined on the basis of the quotations of the remaining Reference
Banks or Reference Bank.

         SECTION 4.4. Reserve Requirements. (a) The Borrower agrees to pay to
each Bank that requests compensation under this Section 4.4 in accordance with
the provisions set forth in Section 5.8(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
5.8(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
5.8(a)) of the actual costs, if any, incurred by such Bank during the relevant
Interest Period or during the period a CAF LIBOR Rate Loan made by such Bank was
outstanding, as the case may be, as a result of the applicability of the
foregoing reserves to such Committed LIBOR Rate Loans or CAF LIBOR Rate Loans,
which amount in any event shall not exceed the product of the following for each
day of such Interest Period or each day during the period such CAF LIBOR Rate
Loan was outstanding, as the case may be:

                  (i) the principal amount of the relevant Committed LIBOR Rate
         Loans or CAF 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
         Committed LIBOR Rate Loan or CAF LIBOR Rate Loan, as the case may be
         (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

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

         (b) The agreements in this Section 4.4 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 4.4 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 4.5. Interest Rate Determination and Protection. (a) The rate
of interest for each Committed LIBOR Rate Loan shall be determined by the
Administrative Agent two (2) Business Days before the first day of each Interest
Period applicable to such Loan. The



                                       40
<PAGE>

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 4.3(a) and (b) hereof.

         (b) If, with respect to any Committed 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 Committed 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
Committed LIBOR Rate Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (B) any Committed Loans that were to
have been converted on the first day of such Interest Period to Committed LIBOR
Rate Loans shall be continued as ABR Loans and (C) any outstanding Committed
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 Committed LIBOR Rate Loans shall be made or continued as such, nor
shall the Borrower have the right to convert Committed Loans to Committed LIBOR
Rate Loans.

         SECTION 4.6. Voluntary Interest Conversion or Continuation of Committed
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 Committed LIBOR Rate Loan, (i) convert Committed
Loans of one Type into Committed Loans of another Type; (ii) convert Committed
LIBOR Rate Loans for a specified Interest Period into Committed LIBOR Rate Loans
for a different Interest Period; or (iii) continue Committed LIBOR Rate Loans
for a specified Interest Period as Committed LIBOR Rate Loans for the same
Interest Period-; provided, however, that (A) any conversion of any Committed
LIBOR Rate Loans into Committed LIBOR Rate Loans for a different Interest
Period, or into ABR Loans, or any continuation of Committed LIBOR Rate Loans for
the same Interest Period shall be made on, and only on, the last day of an
Interest Period for such Committed LIBOR Rate Loans; (B) no Committed Loan may
be converted into or continued as a Committed LIBOR Rate Loan by the Borrower so
long as an Event of Default has occurred and is continuing, (C) no Committed
Loan may be converted into or continued as a Committed LIBOR Rate Loan after the
date that is one month prior to the Termination Date, and (D) no Committed Loan
may be converted into or continued as a Committed LIBOR Rate Loan if after
giving effect thereto, Section 2.6 would be contravened. With respect to any
oral notice of interest conversion/continuation given by the Borrower under this
Section 4.6(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 4.6(a) and each confirmation of an oral notice of
interest conversion/continuation given by the Borrower under this Section 4.6(a)
shall be in substantially the form of Exhibit 4.6 hereto ("Notice of Interest
Conversion/Continuation"). Each such Notice of Interest



                                       41
<PAGE>

Conversion/Continuation shall specify therein the requested (x) date of such
interest conversion or continuation; (y) the Committed Loans to be converted or
continued; and (z) if such interest conversion or continuation is into Committed
LIBOR Rate Loans, the duration of the Interest Period for each such Committed
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 4.6(a)
hereof, or to select the duration of any Interest Period for the principal
amount outstanding under any Committed 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 4.6(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 Committed Loans will automatically, on the last day
of the then existing Interest Period therefor, convert into Committed LIBOR Rate
Loans with a one month Interest Period.

         SECTION 4.7. Funding Losses Relating to LIBOR Rate Loans and Fixed 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 Committed 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 4.8) or the making of a prepayment of
any Fixed Rate Loan 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 4.7(a) shall be
made pursuant to the method described in Section 5.8(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 (A) with respect to any Committed LIBOR Rate Loan, the
relevant Interest Period and (B) with respect to any CAF LIBOR Rate Loan, the
maturity set forth in the Competitive Bid applicable thereto, 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 4.7(a).

         (a) The agreements in this Section 4.7 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



                                       42
<PAGE>

Section 4.7 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 4.8. 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 Committed 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 4.7(a), and (iii) the Borrower shall, with respect
to each CAF LIBOR Rate Loan of such Bank, take such action as such Bank shall
reasonably request. 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 4.8, if such designation will avoid the illegality described in
this Section 4.8 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 4.8, 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 V

                        INCREASED COSTS, TAXES, PAYMENTS
                                 AND PREPAYMENTS

         SECTION 5.1. 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 subject any Bank to any tax of any kind whatsoever
         with respect to this Agreement, any Note, any Letter of Credit, any
         Application, any other Loan Document, or any LIBOR Rate Loan made by
         it, or change the basis of taxation of payments to such Bank in respect
         thereof (except for (A) Taxes covered by Section 5.3, (B) net income
         taxes and franchise taxes imposed on such Bank as a result of a present
         or former connection between the jurisdiction of the government or
         taxing authority imposing such tax and such Bank other than a
         connection arising solely from such Bank having executed, delivered or
         performed its obligations or received a payment under, or



                                       43
<PAGE>

         enforced, this Agreement or the Loans and (C) changes in the rate of
         tax on the overall net income of such Bank);

                  (ii) 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 determination of the LIBOR Rate hereunder (except for
         amounts covered by Section 4.4 or any other Section hereof); or

                  (iii) 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
5.8(b), any additional amounts, computed by such Bank in accordance with Section
5.8(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 5.1(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 5.8(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 5.8(b), additional
amounts, computed by such Bank in accordance with Section 5.8(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 5.1 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 5.1 for any
period prior to the date that is 90 days prior to the date



                                       44
<PAGE>

upon which such Bank requests in writing such reimbursement or compensation from
the Borrower.

         SECTION 5.2. Pro Rata Treatment and Payments and Computations. (a) Each
Borrowing by the Borrower from the Banks hereunder, each payment by the Borrower
on account of any facility 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.

         (b) 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
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 Facility 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



                                       45
<PAGE>

Percentage of such payment shall have become immediately available to the
Administrative Agent and the denominator of which is 360.

         SECTION 5.3. Taxes. (a) Any and all payments by the Borrower hereunder
or under the Loan Documents shall be made, in accordance with Section 5.2, 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 and franchise taxes
imposed on it as a result of a present or former connection between the
jurisdiction 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 5.3) 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 or CAF Loan Assignee with respect to any Taxes (i) that are
attributable to such Bank's or CAF Loan Assignee's failure to comply with the
requirements of Section 5.3(d) or (ii) that are United States withholding taxes
imposed on sums payable to such Bank or CAF Loan Assignee at the time such Bank
becomes a party to this Agreement or such CAF Loan Assignee has a CAF Loan
assigned to it pursuant to a CAF Loan Assignment and Acceptance, as the case may
be, except to the extent that any such Bank's or CAF Loan Assignee'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 5.3.
Whenever any Taxes or Other Taxes (as defined in Section 5.3(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 5.3) paid by such Bank or the



                                       46
<PAGE>

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 and each CAF Loan Assignee 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 or W-8IMY (or other appropriate corresponding form) or any successor
applicable form, as the case may be. Each such Bank and each such CAF Loan
Assignee 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 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 or such CAF Loan Assignee from duly completing and delivering
any such form with respect to it and such Bank or such CAF Loan Assignee so
advises the Borrower and the Administrative Agent. Each such Bank and each such
CAF Loan Assignee 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. In the event
that any such Bank or CAF Loan Assignee fails to deliver any forms required
under this Section 5.3(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 sole 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 5.3, 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.


                                       47
<PAGE>


         (e) The agreements in this Section 5.3 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 5.3 for any period
before the date that is 180 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 5.3 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 5.4. Sharing of Payments, Etc. If any Bank (a "benefitted
Bank") shall at any time receive any payment (other than pursuant to Section
4.4, 4.7, 5.1 or 5.3) of all or part of its Committed 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 9.1(g) or 9.1(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 Committed
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 Committed 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 5.4 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 5.5. 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 5.6 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 5.5 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 5.5, the Total



                                       48
<PAGE>

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 prepay the CAF Loans (whether or
not consented to by the relevant Bank) to the extent that the aggregate amount
of CAF Loans exceeds such Total Revolving Commitments after prepayment of all
Revolving Loans and, third, 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 and CAF Loans.

         SECTION 5.6. 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 Committed Loans to be prepaid, prepay the outstanding
principal amounts of such Committed Loans comprising part of the same Committed
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however, that
all such prepayments shall be made without premium or penalty thereon; and
provided further that losses incurred by any Bank under Section 4.7 shall be
payable with respect to each such prepayment in the manner set forth in Section
4.7. Any such notice provided pursuant to this Section 5.6 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 5.6
with respect to any Tranche of Committed 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 or (b) the aggregate principal amount
of such Tranche of Committed LIBOR Rate Loans then outstanding, as the case may
be; provided that no partial prepayment of any Tranche of Committed 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 5.7. Mandatory Repayments and Prepayments and Commitment
Reductions. (a) If any Capital Stock or Indebtedness shall be issued or incurred
by the Borrower or any of its Subsidiaries after the Closing Date (other than
Excluded Transactions), an amount equal to 100% of the Net Cash Proceeds thereof
shall be applied within one (1) Business Day after such issuance or incurrence
toward the prepayment of the Term Loans and the reduction of the Revolving
Commitments as set forth in Section 5.7(c); provided that, notwithstanding the
foregoing, any such net proceeds from such issuances by CenterPoint Electric or
its Subsidiaries may be applied, at the option of CenterPoint Electric, and
shall be applied to the extent required under the Bridge Credit Agreement, to
repay the loans outstanding under the Bridge Facility pursuant to the terms of
the Bridge Credit Agreement; provided further that, notwithstanding the
foregoing, the Borrower shall not be required to apply the following to the
prepayment of the Term Loans and the reduction of the Revolving Commitments: (i)
Net Cash Proceeds from such issuances or incurrences by the Borrower and its
Subsidiaries (including any such proceeds applied to refinance pollution control
bonds through the remarketing of such bonds) from Third Party Financings in an
aggregate amount, when added to Net Cash Proceeds excluded from mandatory
prepayment pursuant to the second proviso in Section 5.7(b), not to exceed


                                       49
<PAGE>

$400,000,000 so long as such Net Cash Proceeds are applied, or will be applied,
to repay maturing Indebtedness of the Borrower and its Subsidiaries outstanding
on the Closing Date and (ii) Net Cash Proceeds from such issuances or
incurrences by the Borrower and its Subsidiaries after the Closing Date in an
aggregate amount not to exceed $100,000,000.

         (b) If the Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from any Asset Sale (other than (x) an Excluded Asset Sale and (y) any
Asset Sale yielding Net Cash Proceeds of $30,000,000 or less, provided that the
aggregate amount of Net Cash Proceeds from all Asset Sales excluded by this
clause (y) shall not exceed $100,000,000) or Recovery Event then, unless a
Reinvestment Notice shall be delivered in respect thereof, within one (1)
Business Day after such Asset Sale or Recovery Event, 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 5.7(c); provided that, notwithstanding the foregoing,
(i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the
foregoing pursuant to a Reinvestment Notice shall not exceed $120,000,000, (ii)
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 5.7(c) and (iii) such Net Cash
Proceeds received by CenterPoint Electric may be applied, at the option of
CenterPoint Electric, to repay the loans outstanding under the Bridge Facility
pursuant to the terms of the Bridge Credit Agreement; provided, further, that
the Borrower shall not be required to apply to the prepayment of the Term Loans
and the reduction of the Revolving Commitments Net Cash Proceeds from Asset
Sales by the Borrower and its Subsidiaries in an aggregate amount, when added to
Net Cash Proceeds excluded from mandatory prepayment pursuant to the second
proviso in Section 5.7(a), not to exceed $400,000,000 so long as such Net Cash
Proceeds are applied, or will be applied, to repay maturing Indebtedness of the
Borrower and its Subsidiaries outstanding on the Closing Date.

         (c) Amounts to be applied in connection with prepayments and Commitment
reductions made pursuant to this Section 5.7 shall be applied, first, to the
prepayment of the Term Loans in accordance with Section 5.2(b) and, second, to
reduce permanently the Revolving Commitments. 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, second, to prepay the CAF Loans (whether or not consented to by
the relevant Bank) to the extent that the aggregate amount of CAF Loans exceeds
such Total Revolving Commitments after prepayment of all Revolving Loans and,
third, 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 and CAF Loans. The application of any
prepayment pursuant to this Section 5.7 shall be made, first, to ABR Loans,
second, to LIBOR Rate Loans and, third, to Fixed Rate Loans. Each prepayment of
the Loans under this Section 5.7 shall be accompanied by accrued interest to the
date of such prepayment on the amount prepaid.

         SECTION 5.8. Mitigation of Losses and Costs. (a) Any Bank claiming
reimbursement from the Borrower under any of Sections 4.4, 4.7, 5.1 and 5.3
hereof shall use reasonable efforts



                                       50
<PAGE>

(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 5.9. Determination and Notice of Additional Costs and Other
Amounts. (a) In determining the amount of any claim for reimbursement or
compensation under Sections 4.4, 4.7 and 5.1, each Bank may use any reasonable
averaging, attribution and allocation methods consistent with such methods
customarily employed by such Bank in similar situations.

         (a) Each Bank or, with respect to compensation claimed by it pursuant
to Section 5.3, 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 5.9(b), a "Triggering Event") will entitle such Bank or the
Administrative Agent, as the case may be, to compensation pursuant to Section
4.4, 4.7, 5.1 or 5.3, 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 4.4, 4.7, 5.1 or 5.3, 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 (10)
Business Days after its receipt of the same.

                                   ARTICLE VI

                              CONDITIONS OF LENDING

         SECTION 6.1. 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:

                  (i) The Administrative Agent (or its counsel) shall have
         received this Agreement signed by the Borrower and each Bank.

                  (ii) 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 the Borrower certifying (i) the names and
         true signatures of the Responsible Officers of the Borrower authorized
         to sign each Loan Document to which the Borrower is a party and the
         notices and other documents to be delivered by the Borrower pursuant to
         any such Loan



                                       51
<PAGE>

         Document; (ii) the bylaws and articles of incorporation of the Borrower
         as in effect on the date of such certification; (iii) the resolutions
         of the Board of Directors of the Borrower approving and authorizing the
         execution, delivery and performance by the Borrower of each Loan
         Document to which it is a party and any Notes from time to time issued
         hereunder and 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.

                  (iii) The Administrative Agent (or its counsel) shall have
         received a certificate dated as of the Closing Date of a Responsible
         Officer of the Borrower certifying that, as of the Closing Date and
         except as disclosed on Schedule 6.1, the Borrower owns, directly or
         indirectly through one or more of its Subsidiaries, all of the
         outstanding Capital Stock of each of its Significant Subsidiaries, free
         and clear of any Liens.

                  (iv) The Administrative Agent shall have received an executed
         legal opinion, dated the Closing Date, of (i) Baker Botts LLP, counsel
         to the Borrower and (ii) such other special and local counsel as may be
         required by the Administrative Agent. Each such legal opinion 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.

                  (v) The Administrative Agent (or its counsel) shall have
         received certificates dated on or about the Closing Date of the
         Secretary of State of the State of Texas as to the existence and good
         standing of the Borrower.

                  (vi) Consummation of the distribution of all of the Common
         Stock of Reliant Resources, Inc. owned by the Borrower to shareholders
         of the Borrower, as contemplated by the SEC in respect thereof and
         otherwise as previously disclosed to the Banks.

                  (vii) The Borrower shall have received $450,000,000 from
         CenterPoint Electric.

                  (viii) CenterPoint Electric shall have received gross proceeds
         of at least $850,000,000 under the Bridge Facility and/or from issuance
         of bonds in the capital markets.

                  (ix) The Administrative Agent shall have received satisfactory
         evidence that the Existing Credit Facilities shall have been replaced
         in their entirety with the Facilities and the Existing Credit
         Agreements shall have been amended and restated in their entirety by
         this Agreement.

                  (x) The Existing CenterPoint Electric Credit Agreement shall
         have been terminated and all amounts owing thereunder shall have been
         paid or refinanced in full, and the Borrower shall have delivered such
         documentation with respect thereto as the Administrative Agent shall
         reasonably request.



                                       52
<PAGE>

                  (xi) All governmental and third-party approvals necessary in
         connection with the execution, delivery and performance by the Borrower
         of this Agreement shall have been obtained and be in full force and
         effect.

                  (xii) The Administrative Agent shall have received all
         financial statements and other information as the Administrative Agent
         shall reasonably request, including projections and pro forma balance
         sheets adjusted to give effect to the financing contemplated hereby,
         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.

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

                  (xiv) 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 6.2. 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, a Competitive Bid Confirmation, or an Application, as the case may
be, in accordance with the terms of this Agreement, 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, 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 7.1 of this Agreement 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
7.1(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.



                                       53
<PAGE>

         (d) Each of the giving of any applicable Notice of Borrowing,
Competitive Bid Confirmation 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 6.2 have been satisfied.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1. Representations and Warranties of the Borrower. 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.

         (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


                                       54
<PAGE>

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.

         (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.

         (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).

         (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 Facilities. 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 Facilities and (ii) to support commercial paper issued by the Borrower.
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. In addition, each of the Borrower and each
Significant Subsidiary of the Borrower has good title to the Properties
reflected in the financial statements referred to in Section 7.1(m) and in any
financial statements delivered pursuant to Section 8.1(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 of the Borrower or that have been disposed of pursuant to Section
8.2(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; (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.



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<PAGE>

         (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, 2001, there has been no
event, development or circumstance that has or would reasonably be expected to
have a Material Adverse Effect, it being agreed that, on and after the Closing
Date, this representation shall apply, with respect to periods prior to the
Closing Date, to the portion of the business included in the business of the
Borrower and the Consolidated Subsidiaries on the Closing Date.

         (k) Litigation. There is no litigation, action, suit 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 (ii) in which
there is a reasonable possibility of an adverse decision that would have a
Material Adverse Effect, it being agreed that, on and after the Closing Date,
this representation shall apply, with respect to periods prior to the Closing
Date, to the portion of the business included in the business of the Borrower
and the Consolidated Subsidiaries on the Closing Date.

         (l) ERISA. Neither the Borrower nor any of its Significant Subsidiaries
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
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 (1) 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 7.1(l), is likely to result in a
material liability or deficiency of the Borrower or any of its Significant
Subsidiaries. As used in this Section 7.1(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 7.1(1) at any one time outstanding,
individually and in the aggregate, is less than $50,000,000.

         (m) Financial Statements. The pro forma consolidated financial
statements of the Borrower as of and for the six months ended June 30, 2002
filed with the SEC on September 13, 2002 with the Borrower's 8-K dated September
5, 2002, 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 the regulations
promulgated under the Securities Act 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



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<PAGE>

in connection with or pursuant to this Agreement 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 1.1(C) attached hereto sets forth each
Significant Subsidiary of the Borrower as of the Closing Date.

         (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 the Closing Date, the Borrowings of initial
Loans on the Closing 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).



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<PAGE>

                                  ARTICLE VIII

                       AFFIRMATIVE AND NEGATIVE COVENANTS

         SECTION 8.1. 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 2002), a consolidated balance sheet of the Borrower and the
         Consolidated Subsidiaries of the Borrower as of the end of 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, 2002),
         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 8.2(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



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<PAGE>

                  (iv) (A) within ten (10) 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) 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 a reasonable possibility
         of incurring 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 8.1(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
8.1(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 8.1(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 the first sentence of Section 7.1(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


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<PAGE>

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 8.2(c) or 8.2(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 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
of its Significant Subsidiaries 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
8.1(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 of the
Borrower), 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 (5) 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




                                       60
<PAGE>

reasonable considerations of safety and security; provided, however, that
neither the Borrower nor any of its Subsidiaries shall be required to disclose
to the 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-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 8.2. 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 4.75:1.00 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) Liens on preference stock or related rights securing any
         FinanceCo Permitted Facility;

                  (iii) any Lien in existence on the date hereof, provided that
         no such Lien encumbers any additional Property after the Closing Date
         and that the principal amount of Indebtedness secured thereby is not
         increased;



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<PAGE>

                  (iv) Liens securing first mortgage bonds pursuant to the
         Mortgage (or second or subordinated Liens in lieu thereof) issued after
         the Closing Date; provided that if the Bridge Facility is outstanding,
         net cash proceeds of such issuances are (a) applied to (i) replace
         first mortgage bonds issued under the Mortgage and outstanding on the
         Closing Date or (ii) repay amounts outstanding under the Bridge
         Facility to the extent required thereunder or (b) proceeds of Third
         Party Financings which are excluded from the mandatory prepayment
         requirement under this Agreement and under the Bridge Credit Agreement;

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

                  (vi) 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
         securing a facility amount not to exceed $250,000,000 outstanding at
         any time;

                  (vii) Liens securing Indebtedness of Texas Genco Holdings,
         Inc. for working capital of Texas Genco Holdings, Inc., provided that
         such Liens shall be limited to the Property of Texas Genco, Inc.;

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

                  (ix) Liens securing the Bridge Facility;

                  (x) Liens on fixed or capital assets and related inventory and
         intangible assets acquired, constructed, improved, altered or repaired
         by the Borrower or any of its Significant Subsidiaries; 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);

                  (xi) 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 of its
         Significant Subsidiaries 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



                                       62
<PAGE>

         such Person becoming a Subsidiary of the Borrower (or on repairs,
         renewals, replacements, additions, accessions and betterments thereto);

                  (xii) 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;

                  (xiii) 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;

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

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

                  (xvi) any extension, renewal or refunding of any Lien
         permitted by clauses (i) through (xv) 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 by Section
         8.2(a);

                  (xvii) Liens on cash collateral provided in lieu of repayment
         of pollution control bonds until the remarketing of such bonds;

                  (xviii) 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; and

                  (xix) Liens not otherwise permitted by this Section 8.2(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) $15,000,000 at such time.

         (c) Consolidation, Merger or Disposal of Assets. And will not permit
any of its Significant Subsidiaries 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, or the Capital Stock of any Significant Subsidiary of the Borrower,
to any Person; provided, however, that nothing contained in this Section 8.2(c)
shall prohibit (A) a merger involving a Subsidiary of the Borrower (other than
the Borrower) (including mergers to reincorporate or change the domicile of such
Subsidiary) if 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 Significant Subsidiary of the Borrower (other than the
Borrower) if all of the Properties of such Significant Subsidiary are conveyed,
transferred or distributed to the Borrower or a Wholly-Owned Significant
Subsidiary of the Borrower; (C) the conveyance, sale, transfer or



                                       63
<PAGE>
other disposal of all or substantially all (or any lesser portion) of the
Properties of any Significant Subsidiary (other than the Borrower) to the
Borrower or a Wholly-Owned Significant Subsidiary of the Borrower; (D) the Genco
Transaction or (E) 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.

         (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
Significant Subsidiary to sell, assign, transfer or otherwise dispose of any of
the Capital Stock of any Significant Subsidiary other than the Genco Transaction
or to a Wholly-Owned Subsidiary of the Borrower that constitutes a Significant
Subsidiary after giving effect to such transaction; provided, that immediately
before and after giving effect to such sale, assignment, transfer or other
disposition, no Event of Default or Default shall have occurred and be
continuing. Notwithstanding the foregoing provisions of this Section 8.2(e), 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.

         (f) Dividends. And will not permit any of its Significant Subsidiaries
to (x) enter into, incur or permit to exist any agreement or other arrangement
that explicitly prohibits or restricts the payment by any of its Significant
Subsidiaries 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) declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except (a) the Borrower may declare and 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 Borrower and (c) the
Borrower may declare and pay dividends in an amount for any fiscal quarter of
the Borrower not to exceed $0.16 per share of common Capital Stock of the
Borrower.



                                       64
<PAGE>

         (g) Certain Investments, Loans, Advances, Guarantees and Acquisitions.
And will not permit any of its Subsidiaries to, 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; (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 8.2(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.

         SECTION 8.3. 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:

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         SECTION 9.1. Events of Default. The occurrence of any of the following
events shall constitute an "Event of Default":

         (a) Non-Payment of Principal, Interest and Facility 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 Facility Fee, the Additional Fee, the fee payable pursuant to
Section 4.2(b) 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 9.1(a) above) payable by it hereunder within ten (10) 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 7.1 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 8.1(a)(iv)(B)(x) or 8.2;
or



                                       65
<PAGE>

         (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 9.1(a), (b) or (d) above) 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 of its Significant
Subsidiaries 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 of its Significant Subsidiaries (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 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 of its Significant Subsidiaries any case, proceeding or
other action (A) seeking a decree or order for relief in respect of the Borrower
or any of its Significant Subsidiaries under any applicable domestic or foreign
bankruptcy, insolvency, reorganization or other similar law, (B) seeking a
decree or order adjudging the Borrower or any of its Significant Subsidiaries a
bankrupt or insolvent, (C) except as permitted by Sections 8.2(c)(ii) seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other similar relief of or in respect of the Borrower or any of
its Significant Subsidiaries 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 of its Significant Subsidiaries 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 of its
Significant Subsidiaries 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 of its Significant Subsidiaries of a voluntary case, proceeding or other
action under any applicable


                                       66
<PAGE>

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 of its Significant
Subsidiaries of any substantial part of its Properties; or (ii) the making by
the Borrower or any of its Significant Subsidiaries of a general assignment for
the benefit of creditors; or (iii) the Borrower or any of its Significant
Subsidiaries 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 9.1(g); or (iv) the admission by the Borrower or any of
its Significant Subsidiaries in writing of its inability to pay its debts
generally as they become due or the failure by the Borrower or any of its
Significant Subsidiaries generally to pay its debts as such debts become due; or

         (i) Enforcement Proceedings. A final judgment or decree for the payment
of money which, together with all other such judgments or decrees against the
Borrower or any of its Significant Subsidiaries then outstanding and
unsatisfied, exceeds $50,000,000 in aggregate amount shall be rendered against
the Borrower or any of its Significant Subsidiaries and the 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. (i) 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 is likely 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 is likely to
result in a material liability or deficiency of the Borrower or any Significant
Subsidiary; provided, however, that for purposes of this Section 9.1(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 9.1(j) at any one time outstanding, individually and
in the aggregate, is less than $50,000,000, or (ii) the occurrence of any one or
more of the events specified in clauses (A) through (F) above if, individually
or in the aggregate, such event or events would have a Material Adverse Effect
on the Borrower; or

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



                                       67
<PAGE>

         SECTION 9.2. 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 9.1(g) or
9.1(h) occurs with respect to the Borrower, then automatically:

                  (i) the Commitments and the CAF Facility 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 shall become immediately due and payable;
         or

         (b) any other Event of Default specified in Section 9.1 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:

                  (i) the Commitments and the CAF Facility 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 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 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



                                       68
<PAGE>

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 9.2, 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 X

                            THE ADMINISTRATIVE AGENT

         SECTION 10.1. 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 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 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 Lead Arrangers.

         SECTION 10.2. 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 10.3. Exculpatory Provisions. Neither the Administrative Agent
nor any of its 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 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



                                       69
<PAGE>

other Loan Document or for any failure of the Borrower to perform its
obligations hereunder or thereunder. The Administrative Agent 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 10.4. 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
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 10.5. 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 10.6. Non-Reliance on Administrative Agent and Other Banks.
Each Bank expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Bank. Each Bank represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
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



                                       70
<PAGE>

enter into this Agreement. Each Bank also represents that it will, independently
and without reliance upon the Administrative 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 Agents,
attorneys-in-fact or Affiliates.

         SECTION 10.7. Indemnification. The Banks agree to indemnify the
Administrative Agent 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 10.7, 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 payment of all amounts
owing hereunder and the termination of the Commitments) be imposed on, incurred
by or asserted against the Administrative Agent 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 Administrative Agent 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 Administrative Agent's or the Lead Arrangers',
as the case may be, gross negligence or willful misconduct. The agreements in
this Section 10.7 shall survive the payment of all amounts payable hereunder.

         SECTION 10.8. Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative 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,
the Administrative 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 the Administrative Agent, and the terms "Bank" and "Banks"
shall include the Administrative Agent in its individual capacity.

         SECTION 10.9. 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



                                       71
<PAGE>

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
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 XI

                                  MISCELLANEOUS

         SECTION 11.1. 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 11.1. 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
         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, in each case without the consent of each Bank directly
         affected thereby;



                                       72
<PAGE>

                  (ii) amend, modify or waive any provision of this Section or
         of Section 5.2 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 Supermajority 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, in
         each case without the written consent of all the Banks;

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

                  (iv) 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; or

                  (v) amend, modify or waive any provision of Section 5.7 or
         amend, modify or waive any provision of Section 8.2(c) to permit a
         merger involving the Borrower not otherwise permitted in such Section,
         in each case without the written consent of the Supermajority 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 11.2. 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 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:

<Table>
<S>                                       <C>
                  Borrower:               1111 Louisiana
                                          Houston, Texas 77002

                  Attention:              Linda Geiger
                                          Assistant Treasurer

                  Telecopy:               (713) 207-3301

                  With a copy to:         Marc Kilbride
                                          Treasurer

</Table>



                                       73
<PAGE>
<Table>
<S>                                       <C>
                  Telecopy:               (713) 207-3301

                  The Administrative      JPMorgan Chase Bank Loan and Agency Services Group

                  Agent:                  One Chase Manhattan Plaza, 8th Floor
                                          New York, New York 10081

                  Attention:              Luann Destefano

                  Telecopy:               (212) 552-7903

                  With a copy to:         JP Morgan Chase Bank
                                          600 Travis, 20th Floor
                                          Houston, Texas 77002

                  Attention:              Robert Traband

                  Telecopy:               (713) 216-8870
</Table>

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

         SECTION 11.3. 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 11.4. 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 11.5. 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, special counsel to the
Administrative Agent (but excluding the fees or expenses of any other counsel),
(b) to pay or reimburse each Bank and 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 several special counsel to the Banks and the Administrative
Agent, (c) 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




                                       74
<PAGE>

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 (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 together with their respective directors, officers,
employees, agents 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 with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, any Notes, the other Loan
Documents or the use, or proposed use, of proceeds of the Loans and any such
other documents (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 11.5 shall survive repayment of the
Loans and all other amounts payable hereunder.

         SECTION 11.6. 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 commercial banking
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 11.1, 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 4.4, 4.7, 5.1 and 5.3 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


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<PAGE>

interests shall be to a "qualified purchaser", as such term is defined under
Section 2(a)(51)(A) of the Investment Company Act of 1940. Except as expressly
provided in this Section 11.6(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 commercial banking
business and in accordance with applicable law, at any time sell to any Bank
Affiliate of such Bank and, with the consent of the Borrower and the
Administrative Agent (which in each case shall not be unreasonably withheld and,
in the case of the Borrower, shall not be required if an Event of Default
exists), to one or more additional banks ("Purchasing Banks") all or any part of
its rights and obligations under this Agreement pursuant to a Committed Loan
Assignment and Acceptance, substantially in the form of Exhibit 11.6(c) (a
"Committed Loan 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 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) 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, (ii) each such sale that is not to an existing Bank hereunder
shall be in an aggregate amount of not less than $5,000,000 (or such lesser
amount that represents the entire Commitment of such Bank), (iii) 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.
Notwithstanding the foregoing, with respect to the sale by a Bank of all or any
part of its rights and obligations in respect of the Term Loans, (a) each such
sale shall not require the consent of the Agent, Borrower or any other Bank or
Banks, (b) each such sale that is not to an existing Bank hereunder shall be in
an aggregate amount of not less than $1,000,000 (or such lesser amount that
represents the aggregate amount of Term Loans of such Bank), (c) each such sale
may be to an Eligible Transferee (as defined below) and each such Eligible
Transferee shall be deemed to be a Purchasing Bank and a Bank for all purposes
under this Section 11.6(c) and this Agreement and (d) each such sale shall be
consummated pursuant to a Committed Loan Assignment and Acceptance with such
modifications as may be agreed on by the transferor Bank and the applicable
transferee and consistent with this Section 11.6(c). For purposes of this
Section 11.6(c), "Eligible Transferee" shall mean (w)(i) any bank or other
financial institution, (ii) any insurance or reinsurance company, (iii) a mutual
fund, unit trust or similar collective investment vehicle (other than an entity
specified in clause (y)(i) below), and (iv) a registered or licensed broker or
dealer (other than a natural person or proprietorship); provided, however, in
the case of each of the foregoing clauses (i) through (iv), that such entity has
total assets of at least $500,000,000; (x) any Affiliate (as defined below) of
an entity specified in the preceding clause (w); (y) any corporation,
partnership, proprietorship, organization trust or other entity (i) that is an
investment vehicle (including, without limitation, any hedge fund, issuer of
collateralized debt obligations, commercial paper conduit or other special
purpose vehicle) that (A) has total assets of at least $100,000,000 or (B) is
one of a group of investment vehicles under common control or management having,
in the aggregate, total assets of at least $100,000,000, (ii) that has total
assets of at least $500,000,000, or (iii) the obligations of which under an
agreement, contract, or transaction are guaranteed or otherwise supported by a
letter of credit or keepwell, support, or other agreement by an entity described
in clauses (w), (x), (y)(ii) or (z); and (z) a Sovereign, Sovereign Agency or
Supranational Organization (each as defined below). For purposes of the
foregoing sentence, (a) "Affiliate" means, in relation to a person, any entity
controlled, directly



                                       76
<PAGE>

or indirectly, by the person, any entity that controls, directly or indirectly,
the person or any entity directly or indirectly under common control with the
person, (b) "control" of any entity or person means ownership of a majority of
the voting power of the entity or person, (c) "Sovereign" means any state,
political subdivision or government, or any agency, instrumentality, ministry,
department or other authority (including, without limiting the foregoing, the
central bank) thereof, (d) "Sovereign Agency" means any agency, instrumentality,
ministry, department or other authority (including, without limiting the
foregoing, the central bank) of a Sovereign and (e) "Supranational Organization"
means any entity or organization established by treaty or other arrangement
between two or more Sovereigns or the Sovereign Agencies of two or more
Sovereigns and includes, without limiting the foregoing, the International
Monetary Fund, European Central Bank, International Bank for Reconstruction and
Development and European Bank for Reconstruction and Development. Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Committed Loan Assignment and Acceptance (the
"Transfer Effective Date"), (i) the Purchasing Bank thereunder shall be a party
hereto and, to the extent provided in such Committed Loan 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 Committed Loan Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of a
Committed Loan 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 Committed Loan
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 Committed Loan 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 4.1 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) Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time assign to one or
more banks or other financial institutions or Bank Affiliates (a "CAF Loan
Assignee") any CAF Loan owing to such Bank pursuant to a CAF Loan Assignment and
Acceptance executed by the assignor Bank and the CAF Loan Assignee. Upon such
execution, from and after the date of such CAF Loan Assignment and Acceptance,
the CAF Loan Assignee shall, to the extent of the assignment provided for in
such CAF Loan Assignment and Acceptance, be deemed to have the same rights and
benefits of payment and enforcement with respect to such CAF Loan and the same
obligation to share and rights of setoff pursuant to Sections 5.4 and 11.7 as it
would have had if it were a Bank hereunder; provided that (i) unless such CAF
Loan Assignment and Acceptance shall otherwise specify and a copy of such CAF
Loan Assignment and Acceptance shall have been delivered to the Administrative
Agent for its acceptance and recording in the Register in accordance with
Section 11.6(e), the assignor thereunder shall act as collection agent for the


                                       77
<PAGE>

CAF Loan Assignee thereunder, and the Administrative Agent shall pay all amounts
received from the Borrower that are allocable to the assigned CAF Loan directly
to such assignor without any further liability to such CAF Loan Assignee and
(ii) at any time other than any time an Event of Default has occurred and is
continuing, each such assignment shall be to a "qualified purchaser," as such
term is defined under Section 2(a)(51)(A) of the Investment Company Act of 1940.
A CAF Loan Assignee under a CAF Loan Assignment and Acceptance shall not, by
virtue of such CAF Loan Assignment and Acceptance, become a party to this
Agreement or have any rights to consent to or refrain from consenting to any
amendment, supplement, waiver or other modification of any provision of this
Agreement or any related document; provided that (i) the assignor under such CAF
Loan Assignment and Acceptance and such CAF Loan Assignee may, in their
discretion, agree between themselves upon the manner in which such assignor will
exercise its rights under this Agreement and any related document and (ii) if a
copy of such CAF Loan Assignment and Acceptance shall have been delivered to the
Administrative Agent for its acceptance and recording in the Register in
accordance with Section 11.6(e), neither the principal amount of, the interest
rate on, nor the maturity date of any CAF Loan assigned to the CAF Loan Assignee
thereunder will be reduced or postponed, as the case may be, without the written
consent of such CAF Loan Assignee. If a CAF Loan Assignee has caused a CAF Loan
Assignment and Acceptance to be recorded in the Register in accordance with
Section 11.6(e), such CAF Loan Assignee may thereafter, in the ordinary course
of its business and in accordance with applicable law, assign such CAF Loan to
any Bank, to any Affiliate or Subsidiary of such CAF Loan Assignee or to any
other financial institution that has total assets in excess of $1,000,000,000
and that in the ordinary course of its business extends credit of the type
evidenced by such CAF Loan, and the foregoing provisions of this Section 11.6(d)
shall apply, mutatis mutandis, to any such assignment by a CAF Loan Assignee.
Except in accordance with the preceding sentence, CAF Loans may not be further
assigned by a CAF Loan Assignee, subject to any legal or regulatory requirement
that the CAF Loan Assignee's assets must remain under its control.

         (e) The Administrative Agent shall maintain at its address referred to
in Section 11.2 a copy of each CAF Loan Assignment and Acceptance and each
Committed Loan Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of (i) 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 and (ii) with respect to each CAF Loan Assignment and Acceptance
delivered to the Administrative Agent, the name and address of the CAF Loan
Assignee and the principal amount of each CAF Loan owing to such CAF Loan
Assignee. 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 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 or any CAF Loan Assignee at any reasonable time and from time to time upon
reasonable prior notice.



                                       78
<PAGE>

         (f) Upon its receipt of a Committed Loan 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 (which fee shall be for the account of the Borrower only in the case
of an assignment made pursuant to Section 5.8(b) hereof), the Administrative
Agent shall promptly accept such Committed Loan 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. Upon its receipt of a CAF Loan
Assignment and Acceptance executed by an assignor Bank and a CAF Loan Assignee,
together with payment to the Administrative Agent of a registration and
processing fee of $500 (which fee shall not be for the account of the Borrower),
the Administrative Agent shall promptly accept such CAF Loan Assignment and
Acceptance, record the information contained therein in the Register and give
notice of such acceptance and recordation to the assignor Bank, the CAF Loan
Assignee and the Borrower.

         (g) 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 11.6(g) to keep, any information delivered
or made available by the Borrower to it (including any information obtained
pursuant to Section 8.1), 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 CAF Loan
Assignee (each, a "Transferee") that has agreed in writing to be bound by the
provisions of this Section 11.6(g). 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 11.6(g), 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



                                       79
<PAGE>

otherwise make public any information regarding this Agreement or the
transactions contemplated hereby without the written consent of the Borrower, in
its sole discretion.

         (h) 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 or CAF Loan Assignee 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 or CAF Loan Assignee 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 or CAF Loan Assignee registered in the Register, the Administrative Agent
and the Borrower).

         (i) Nothing herein shall prohibit any Bank from pledging or assigning
all or any portion of its Loans or L/C Obligations to any Federal Reserve Bank
in accordance with applicable law. In order to facilitate such pledge or
assignment, 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 11.6(i)(a),
11.6(i)(b), or 11.6(i)(c) as the case may be, evidencing the Term Loans,
Revolving Loans, CAF Loans, or L/C Obligations, as the case may be, owing to
such Bank.

         SECTION 11.7. 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.



                                       80
<PAGE>

         SECTION 11.8. 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 11.9. 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 11.10. 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 11.11. 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 11.11(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 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 11.12. 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



                                       81
<PAGE>

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 11.2 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 referred
to in this Section 11.12 any special, exemplary, punitive or consequential
damages.

         SECTION 11.13. 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 11.14. Limitation on Agreements. All agreements between the
Borrower, the Administrative Agent or any Bank, whether now existing or
hereafter arising and whether 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


                                       82
<PAGE>

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 11.14 shall control and
supersede every other provision of all Loan Documents.

         SECTION 11.15. Houston Industries FinanceCo LP as Co-Obligor. In
consideration of the assumption by the Borrower of substantially all of the
obligations of Houston Industries FinanceCo LP ("FinanceCo"), including the
obligations under the $2,500,000,000 Senior A Credit Agreement, dated as of July
13, 2001, as amended, among FinanceCo, Reliant Energy, Incorporated, the lenders
party thereto and JPMorgan Chase Bank, as administrative agent, among others,
and the $1,800,000,000 Senior B Credit Agreement, dated as of July 13, 2001, as
amended, among FinanceCo, Reliant Energy, Incorporated and JPMorgan Chase Bank,
as administrative agent, among others, on the Closing Date and thereafter until
the date on which all obligations under this Credit Agreement have been
indefeasibly paid in full, FinanceCo (a) shall be a joint and several obligor
with the Borrower in respect of all such obligations and (b) hereby
unconditionally and irrevocably guarantees the prompt and complete payment and
performance by the Borrower when due (whether at stated maturity, by
acceleration or otherwise) of all such obligations.




                                       83
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers or Administrative Agents
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


                                         HOUSTON INDUSTRIES
                                         FINANCECO LP
                                         By:      HOUSTON INDUSTRIES
                                                  FINANCECO GP, LLC,
                                                  its General Partner


                                         By: /s/ Marc Kilbride
                                             ----------------------------------
                                         Name:   Marc Kilbride
                                         Title:  Treasurer

                                         JPMORGAN CHASE BANK,
                                         as Administrative Agent and as a Bank


                                         By: /s/ Robert Traband
                                             ----------------------------------
                                         Name:   Robert Traband
                                         Title:  Vice President


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


                                         By: /s/ Jordan Schweon
                                             ----------------------------------
                                         Name:   Jordan Schweon
                                         Title:  Vice President



                                       84
<PAGE>



                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         ABN AMRO BANK N.V.



                                         By: /s/ John J. Mack
                                             ----------------------------------
                                         Name:   John J. Mack
                                         Title:  Senior Vice President


                                         By: /s/ Thomas J. Sterr
                                             ----------------------------------
                                         Name:   Thomas J. Sterr
                                         Title:  Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         BANK HAPOALIM, B.M.



                                         By: /s/ Marc Bosc
                                             ----------------------------------
                                         Name:   Marc Bosc
                                         Title:  Vice President


                                         By: /s/ Levroy Hackett
                                             ----------------------------------
                                         Name:   Levroy Hackett
                                         Title:  Vice President


<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement



                                         BANK ONE, N.A.


                                         By: /s/ Madeleine N. Pember
                                             ----------------------------------
                                         Name:   Madeleine N. Pember
                                         Title:  Director

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         BANK OF AMERICA, N.A.


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

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         THE BANK OF NOVA SCOTIA


                                         By: /s/ Denis P. O'Meara
                                             ----------------------------------
                                         Name:   Denis P. O'Meara
                                         Title:  Managing Director
<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         THE BANK OF TOKYO-MITSUBISHI, LTD.


                                         By: /s/ D. Barnell
                                             ----------------------------------
                                         Name:   D. Barnell
                                         Title:  Vice President



                                         By: /s/ John M. Mearns
                                             ----------------------------------
                                         Name:   J. Mearns
                                         Title:  Vice President and Manager


<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


                                         BAYERISCHE LANDESBANK
                                         GIROZENTRALE


                                         By: /s/ Dietmar Reig
                                             ----------------------------------
                                         Name:   Dietmar Reig
                                         Title:  First Vice President


                                         By: /s/ James H. Boyle
                                             ----------------------------------
                                         Name:   James H. Boyle
                                         Title:  Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         COBANK ACB


                                         By:    /s/ Cathleen Reed
                                             ----------------------------------
                                         Name:  Cathleen D. Reed
                                         Title: Assistant 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


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

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         CREDIT LYONNAIS NEW YORK BRANCH


                                         By:    /s/ B. Weymuller
                                             ----------------------------------
                                         Name:  Bernard Weymuller
                                         Title: Senior Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         CREDIT SUISSE FIRST BOSTON


                                         By:    /s/ James P. Moran
                                             ----------------------------------
                                         Name:  James P. Moran
                                         Title: Director


                                         By:    /s/ I. W. Nalitt
                                             ----------------------------------
                                         Name:  Ian W. Nalitt
                                         Title: Associate


<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
                                         CAYMAN ISLANDS BRANCH


                                         By:    /s/ Michael E. Keating
                                             ----------------------------------
                                         Name:  Michael E. Keating
                                         Title: Managing Director


                                         By:    /s/ Hans C. Narberhaus
                                             ----------------------------------
                                         Name:  Hans C. Narberhaus
                                         Title: Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         ERSTE BANK


                                         By: /s/ Bryan J. Lynch
                                             ----------------------------------
                                         Name:   Bryan J. Lynch
                                         Title:  First Vice President


                                         By: /s/ Patrick W. Illegible
                                             ----------------------------------
                                         Name:   Patrick W. Illegible
                                         Title:  Vice President
                                                 Erste Bank New York Branch

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         KBC BANK N.V.


                                         By: /s/ Robert Snauffer
                                             ----------------------------------
                                         Name:   Robert Snauffer
                                         Title:  First Vice President


                                         By: /s/ Eric Raskin
                                             ----------------------------------
                                         Name:   Eric Raskin
                                         Title:  Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         MELLON BANK, N.A.


                                         By: /s/ Roger E. Howard
                                             ----------------------------------
                                         Name:   Roger E. Howard
                                         Title:  Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         MIZUHO CORPORATE BANK, LTD.



                                         By: /s/ Noel P. Purcell
                                             ----------------------------------
                                         Name:   Noel P. Purcell
                                         Title:  Senior Vice President




<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         THE NORTHERN TRUST COMPANY


                                         By: /s/ Joseph A. Wemhoff
                                             ----------------------------------
                                         Name:   Joseph A. Wemhoff
                                         Title:  Vice President
<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         ROYAL BANK OF CANADA


                                         By:  /s/ David A. McCluskey
                                             ----------------------------------
                                         Name:    David A. McCluskey
                                         Title:   Manager

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         SUMITOMO MITSUI BANKING
                                         CORPORATION


                                         By: /s/ David A. Buck
                                             ----------------------------------
                                         Name:   David A. Buck
                                         Title:  Senior Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         TORONTO DOMINION (TEXAS) INC.


                                         By:  /s/ Mark A. Baird
                                             ----------------------------------
                                         Name     Mark A. Baird
                                         Title:   Vice President

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         UBS AG, STAMFORD BRANCH


                                         By: /s/ David J. Kalal
                                             ----------------------------------
                                         Name:   David J. Kalal
                                         Title:  Executive Director
                                                 Recovery Management



                                         By: /s/ Wilfred Saint
                                             ----------------------------------
                                         Name:   Wilfred Saint
                                         Title:  Associate Director
                                                 Banking Products Services U.S.

<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         UFJ BANK LIMITED


                                         By: /s/ Laurance J. Bressler
                                             ----------------------------------
                                         Name:   Laurance J. Bressler
                                         Title:  Senior Vice President and
                                                 Group Co-Head



<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         WACHOVIA BANK, NATIONAL ASSOCIATION



                                         By: /s/ Rotcher Watkins
                                             ----------------------------------
                                         Name:   Rotcher Watkins
                                         Title:



<PAGE>


                                                                  Signature Page
                                                    CenterPoint Credit Agreement


                                         WESTDEUTSCHE LANDESBANK
                                         GIROZENTRALE, New York Branch


                                         By: /s/ Duncan M. Robertson
                                             ----------------------------------
                                         Name:   Duncan M. Robertson
                                         Title:  Director


                                         By: /s/ Balvatore Battinelli
                                             ----------------------------------
                                         Name:   Balvatore Battinelli
                                         Title:  Managing Director
                                                 Credit Department