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                                                                     EXHIBIT 4.2


                       CENTERPOINT ENERGY RESOURCES CORP.

                     (formerly known as NorAm Energy Corp.)

                                       To

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

            (successor to Chase Bank of Texas, National Association),

                                     Trustee

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

                          SUPPLEMENTAL INDENTURE NO. 9

                            Dated as of May 18, 2006

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

                                  $325,000,000

                           6.15% Senior Notes due 2016

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                       CENTERPOINT ENERGY RESOURCES CORP.

                     (formerly known as NorAm Energy Corp.)

                          SUPPLEMENTAL INDENTURE NO. 9

                                  $325,000,000

                           6.15% Senior Notes due 2016

      SUPPLEMENTAL INDENTURE No. 9, dated as of May 18, 2006, between
CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as
NorAm Energy Corp. (the "Company"), and JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION (successor to Chase Bank of Texas, National Association), as Trustee
(the "Trustee").

                                    RECITALS

      The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of February 1, 1998 (the "Original Indenture" and, as
previously and hereby supplemented and amended, the "Indenture"), providing for
the issuance from time to time of one or more series of the Company's
Securities.

      The Company has changed its name from "NorAm Energy Corp." to "CenterPoint
Energy Resources Corp." and all references in the Indenture to the "Company" or
"NorAm Energy Corp." shall be deemed to refer to CenterPoint Energy Resources
Corp.

      Pursuant to the terms of the Indenture, the Company desires to provide for
the establishment of a new series of Securities to be designated as the "6.15%
Senior Notes due 2016" (the "Notes"), the form and substance of such Notes and
the terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture and this Supplemental Indenture No. 9.

      Section 301 of the Original Indenture provides that various matters with
respect to any series of Securities issued under the Indenture may be
established in an indenture supplemental to the Indenture.

      Subparagraph (7) of Section 901 of the Original Indenture provides that
the Company and the Trustee may enter into an indenture supplemental to the
Indenture to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301 of the Original Indenture.

      For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit

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of the Holders of the Securities of such series, as follows:

                                   ARTICLE ONE

                  Relation to Indenture; Additional Definitions

      Section 101. Relation to Indenture. This Supplemental Indenture No. 9
constitutes an integral part of the Original Indenture.

      Section 102. Additional Definitions. For all purposes of this Supplemental
Indenture No. 9:

            Capitalized terms used herein shall have the meaning specified
      herein or in the Original Indenture, as the case may be;

            "Acquired Entity" has the meaning set forth in Section 303(k)
      hereof;

            "Capital Lease" means a lease that, in accordance with accounting
      principles generally accepted in the United States of America, would be
      recorded as a capital lease on the balance sheet of the lessee;

            "Comparable Treasury Yield" has the meaning set forth in Section
      402(a) hereof;

            "Consolidated Net Tangible Assets" means the total amount of assets
      of the Company and its Subsidiaries less, without duplication: (a) total
      current liabilities (excluding indebtedness due within 12 months); (b) all
      reserves for depreciation and other asset valuation reserves, but
      excluding reserves for deferred federal income taxes; (c) all intangible
      assets such as goodwill, trademarks, trade names, patents and unamortized
      debt discount and expense carried as an asset; and (d) all appropriate
      adjustments on account of minority interests of other Persons holding
      common stock of any Subsidiary, all as reflected in the Company's most
      recent audited consolidated balance sheet preceding the date of such
      determination;

            "Corporate Trust Office" means the principal office of the Trustee
      at which at any particular time its corporate trust business shall be
      administered, as follows: (a) for payment, registration and transfer of
      the Securities: 2001 Bryan Street, 9th Floor, Dallas, Texas 75201,
      Attention: Bondholder Communications; telephone (214) 672-5125 or (800)
      275-2048; telecopy: (214) 672-5873; and (b) for all other communications
      relating to the Securities: 600 Travis Street, Suite 1150, Houston, Texas
      77002, Attention: Institutional Trust Services; telephone: (713) 216-6815;
      telecopy: (713) 216-6590.

            "Equity Interests" means any capital stock, partnership, joint
      venture, member or limited liability or unlimited liability company
      interest, beneficial interest in a trust or similar entity or other equity
      interest or investment of whatever nature;

            "H.15 Statistical Release" has the meaning set forth in Section
      402(b) hereof;

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            The term "indebtedness," as applied to the Company or any
      Subsidiary, means bonds, debentures, notes and other instruments or
      arrangements representing obligations created or assumed by any such
      corporation, including any and all: (i) obligations for money borrowed
      (other than unamortized debt discount or premium); (ii) obligations
      evidenced by a note or similar instrument given in connection with the
      acquisition of any business, properties or assets of any kind; (iii)
      obligations as lessee under a Capital Lease; and (iv) any amendments,
      renewals, extensions, modifications and refundings of any such
      indebtedness or obligation listed in clause (i), (ii) or (iii) above. All
      indebtedness secured by a lien upon property owned by the Company or any
      Subsidiary and upon which indebtedness any such corporation customarily
      pays interest, although any such corporation has not assumed or become
      liable for the payment of such indebtedness, shall for all purposes hereof
      be deemed to be indebtedness of any such corporation. All indebtedness for
      borrowed money incurred by other Persons which is directly guaranteed as
      to payment of principal by the Company or any Subsidiary shall for all
      purposes hereof be deemed to be indebtedness of any such corporation, but
      no other contingent obligation of any such corporation in respect of
      indebtedness incurred by other Persons shall for any purpose be deemed to
      be indebtedness of such corporation;

            "Independent Investment Banker" has the meaning set forth in Section
      401(c) hereof;

            "Interest Payment Date" has the meaning set forth in Section 204(a)
      hereof;

            "Issue Date" has the meaning set forth in Section 204(a) hereof;

            "lien" or "liens" have the meanings set forth in Section 303 hereof;

            "Long-Term Indebtedness" means, collectively, the Company's
      outstanding: (a) 7.875% Senior Notes due 2013, (b) 5.95% Senior Notes due
      2014, and (c) any long-term indebtedness (but excluding for this purpose
      any long-term indebtedness, if any, incurred pursuant to any revolving
      credit facility, letter of credit facility or other similar bank credit
      facility) of the Company issued subsequent to the issuance of the Notes
      and prior to the Termination Date containing covenants substantially
      similar to the covenants set forth in Sections 303 and 304 hereof, or an
      event of default substantially similar to the event of default set forth
      in Section 501(a) hereof, but not containing a provision substantially
      similar to the provision set forth in Section 305 hereof;

            "Make-Whole Premium" has the meaning set forth in Section 401(b)
      hereof;

            "Maturity Date" has the meaning set forth in Section 203 hereof;

            "Non-Recourse Debt" means (i) any indebtedness for borrowed money
      incurred by any Project Finance Subsidiary to finance the acquisition,
      improvement, installation, design, engineering, construction, development,
      completion, maintenance or operation of, or otherwise to pay costs and
      expenses relating to or providing financing for, any project, which
      indebtedness for borrowed money does not provide for recourse against the
      Company or any Subsidiary of the Company (other than a Project Finance
      Subsidiary and such recourse as exists under a Performance Guaranty) or
      any property or asset of the

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      Company or any Subsidiary of the Company (other than Equity Interests in,
      or the property or assets of, a Project Finance Subsidiary and such
      recourse as exists under a Performance Guaranty) and (ii) any refinancing
      of such indebtedness for borrowed money that does not increase the
      outstanding principal amount thereof (other than to pay costs incurred in
      connection therewith and the capitalization of any interest or fees) at
      the time of the refinancing or increase the property subject to any lien
      securing such indebtedness for borrowed money or otherwise add additional
      security or support for such indebtedness for borrowed money.

            "Notes" has the meaning set forth in the third paragraph of the
      Recitals hereof;

            "Original Indenture" has the meaning set forth in the first
      paragraph of the Recitals hereof;

            "Performance Guaranty" means any guaranty issued in connection with
      any Non-Recourse Debt that (i) if secured, is secured only by assets of or
      Equity Interests in a Project Finance Subsidiary, and (ii) guarantees to
      the provider of such Non-Recourse Debt or any other person (a) performance
      of the improvement, installation, design, engineering, construction,
      acquisition, development, completion, maintenance or operation of, or
      otherwise affects any such act in respect of, all or any portion of the
      project that is financed by such Non-Recourse Debt, (b) completion of the
      minimum agreed equity or other contributions or support to the relevant
      Project Finance Subsidiary, or (c) performance by a Project Finance
      Subsidiary of obligations to persons other than the provider of such
      Non-Recourse Debt.

            "Principal Property" means any natural gas distribution property,
      natural gas pipeline or gas processing plant located in the United States,
      except any such property that in the opinion of the Board of Directors is
      not of material importance to the total business conducted by the Company
      and its consolidated Subsidiaries. "Principal Property" shall not include
      any oil or gas property or the production or proceeds of production from
      an oil or gas producing property or the production or any proceeds of
      production of gas processing plants or oil or gas or petroleum products in
      any pipeline or storage field;

            "Project Finance Subsidiary" means any Subsidiary designated by the
      Company whose principal purpose is to incur Non-Recourse Debt and/or
      construct, lease, own or operate the assets financed thereby, or to become
      a direct or indirect partner, member or other equity participant or owner
      in a Person created for such purpose, and substantially all the assets of
      which Subsidiary or Person are limited to (x) those assets being financed
      (or to be financed), or the operation of which is being financed (or to be
      financed), in whole or in part by Non-Recourse Debt, or (y) Equity
      Interests in, or indebtedness or other obligations of, one or more other
      such Subsidiaries or Persons, or (z) indebtedness or other obligations of
      the Company or any Subsidiary or other Persons. At the time of designation
      of any Project Finance Subsidiary, the sum of the net book value of the
      assets of such Subsidiary and the net book value of the assets of all
      other Project Finance Subsidiaries then existing shall not in the
      aggregate exceed 10 percent of Consolidated Net Tangible Assets.

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            "Redemption Price" has the meaning set forth in Section 401(a)
      hereof;

            "Regular Record Date" has the meaning set forth in Section 204(b)
      hereof;

            "Remaining Term" has the meaning set forth in Section 402(a) hereof;

            "Sale and Leaseback Transaction" means any arrangement entered into
      by the Company or any Subsidiary with any Person providing for the leasing
      to the Company or any Subsidiary of any Principal Property (except for
      temporary leases for a term, including any renewal thereof, of not more
      than three years and except for leases between the Company and a
      Subsidiary or between Subsidiaries), which Principal Property has been or
      is to be sold or transferred by the Company or such Subsidiary to such
      Person;

            "Significant Subsidiary" means any Subsidiary of the Company, other
      than a Project Finance Subsidiary, that is a "significant subsidiary" as
      defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933
      and the Securities Exchange Act of 1934, as such regulation is in effect
      on the date of issuance of the Notes.

            "Subsidiary" of any entity means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (i) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital stock of any
      other class or classes of such corporation shall or might have voting
      power upon the occurrence of any contingency), (ii) the interest in the
      capital or profits of such limited liability company, partnership, joint
      venture or other entity or (iii) the beneficial interest in such trust or
      estate is at the time directly or indirectly owned or controlled by such
      entity, by such entity and one or more of its other subsidiaries or by one
      or more of such entity's other subsidiaries.

            "Termination Date" has the meaning set forth in Section 305.

            "Value" with respect to a Sale and Leaseback Transaction has the
      meaning set forth in Section 303 hereof;

      All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 9; and

      The terms "herein," "hereof," "hereunder" and other words of similar
import refer to this Supplemental Indenture No. 9.

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                                   ARTICLE TWO

                            The Series of Securities

      Section 201. Title of the Securities. The Notes shall be designated as the
"6.15% Senior Notes due 2016."

      Section 202. Limitation on Aggregate Principal Amount. The Trustee shall
authenticate and deliver the Notes for original issue on the Issue Date in the
aggregate principal amount of $325,000,000 upon a Company Order for the
authentication and delivery thereof and satisfaction of Sections 301 and 303 of
the Original Indenture. Such order shall specify the amount of the Notes to be
authenticated, the date on which the original issue of Notes is to be
authenticated and the name or names of the initial Holder or Holders. The
aggregate principal amount of Notes that may initially be outstanding shall not
exceed $325,000,000; provided, however, that the authorized aggregate principal
amount of the Notes may be increased above such amount by a Board Resolution to
such effect.

      Section 203. Stated Maturity. The Stated Maturity of the Notes shall be
May 1, 2016 (the "Maturity Date").

      Section 204. Interest and Interest Rates.

      (a) The Notes shall bear interest at the rate of 6.15% per annum, from and
including May 18, 2006 (the "Issue Date") to, but excluding, the Maturity Date.
Such interest shall be payable semiannually in arrears, on May 1 and November 1,
of each year (each such date, an "Interest Payment Date"), commencing November
1, 2006.

      (b) The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Persons in whose names the Notes
(or one or more Predecessor Securities) are registered at the close of business
on the immediately preceding April 15 and October 15, respectively, whether or
not such day is a Business Day (each such date, a "Regular Record Date"). Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and shall either (i) be
paid to the Person in whose name such Note (or one or more Predecessor
Securities) is registered at the close of business on the Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of the Notes not less than 10 days prior to
such Special Record Date, or (ii) be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Notes may be listed or traded, and upon such
notice as may be required by such exchange or automated quotation system, all as
more fully provided in the Indenture.

      (c) The amount of interest payable for any period shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of interest payable
for any partial period shall be computed on the basis of a 360-day year of
twelve 30-day months and the days elapsed in any partial month. In the event
that any date on which interest is payable on a Note is not a Business Day, then
a payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of

<PAGE>

any such delay) with the same force and effect as if made on the date the
payment was originally payable.

      (d) Any principal and premium, if any, and any installment of interest,
which is overdue shall bear interest at the rate of 6.15% per annum (to the
extent permitted by law), from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand.

      Section 205. Place of Payment. The Trustee shall initially serve as the
Paying Agent for the Notes. The Place of Payment where the Notes may be
presented or surrendered for payment shall be the Corporate Trust Office of the
Trustee.

      Section 206. Place of Registration or Exchange; Notices and Demands With
Respect to the Notes. The place where the Holders of the Notes may present the
Notes for registration of transfer or exchange and may make notices and demands
to or upon the Company in respect of the Notes shall be the Corporate Trust
Office of the Trustee.

      Section 207. Percentage of Principal Amount. The Notes shall be initially
issued at 99.644% of their principal amount plus accrued interest, if any, from
May 18, 2006.

      Section 208. Global Securities. The Notes shall be issuable in whole or in
part in the form of one or more Global Securities. Such Global Securities shall
be deposited with, or on behalf of, The Depository Trust Company, New York, New
York, which shall act as Depositary with respect to the Notes. Such Global
Securities shall bear the legends set forth in the form of Security attached as
Exhibit A hereto.

      Section 209. Form of Securities. The Notes shall be substantially in the
form attached as Exhibit A hereto.

      Section 210. Securities Registrar. The Trustee shall initially serve as
the Security Registrar for the Notes.

      Section 211. Defeasance and Discharge; Covenant Defeasance.

      (a) Article Fourteen of the Original Indenture, including without
limitation, Sections 1402 and 1403 (as modified by Section 211(b) hereof)
thereof, shall apply to the Notes.

      (b) Solely with respect to the Notes issued hereby, the first sentence of
Section 1403 of the Original Indenture is hereby deleted in its entirety, and
the following is substituted in lieu thereof:

            "Upon the Company's exercise of its option (if any) to have this
            Section applied to any Securities or any series of Securities, as
            the case may be, (1) the Company shall be released from its
            obligations under Article Eight and under any covenants provided
            pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the
            Holders of such Securities, including, without limitation, the
            covenants provided for in Article Three of Supplemental Indenture
            No. 9 to the Indenture, and (2) the occurrence of any event

<PAGE>

            specified in Sections 501(4) (with respect to Article Eight and to
            any such covenants provided pursuant to Section 301(20), 901(2) or
            901(7)) and 501(7) shall be deemed not to be or result in an Event
            of Default, in each case with respect to such Securities as provided
            in this Section on and after the date the conditions set forth in
            Section 1404 are satisfied (hereinafter called "Covenant
            Defeasance")."

      Section 212. Sinking Fund Obligations. The Company shall have no
obligation to redeem or purchase any Notes pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.

                                  ARTICLE THREE

                              Additional Covenants

      Section 301. Maintenance of Properties. The Company shall cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary.

      Section 302. Payment of Taxes and Other Claims. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

      Section 303. Restrictions on Liens. The Company shall not pledge, mortgage
or hypothecate, or permit to exist, and shall not cause, suffer or permit any
Subsidiary to pledge, mortgage or hypothecate, or permit to exist, except in
favor of the Company or any Subsidiary, any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, charge, security interest,
encumbrance or lien of any kind whatsoever (including any Capital Lease)
(collectively, a "lien" or "liens") upon, any Principal Property or any Equity
Interest in any Significant Subsidiary owning any Principal Property, at any
time owned by it or a Subsidiary, to secure any indebtedness, without making
effective provisions whereby the Notes shall be equally and ratably secured with
or prior to any and all such indebtedness and any other indebtedness similarly
entitled to be equally and ratably secured; provided, however, that this
provision shall not apply to or prevent the creation or existence of:

<PAGE>

      (a) undetermined or inchoate liens and charges incidental to construction,
maintenance, development or operation;

      (b) the lien of taxes and assessments for the then current year;

      (c) the lien of taxes and assessments not at the time delinquent;

      (d) the lien of specified taxes and assessments which are delinquent but
the validity of which is being contested at the time by the Company or such
Subsidiary in good faith and by appropriate proceedings;

      (e) any obligations or duties, affecting the property of the Company or
such Subsidiary, to any municipality or public authority with respect to any
franchise, grant, license, permit or similar arrangement;

      (f) the liens of any judgments or attachment in an aggregate amount not in
excess of $10,000,000, or the lien of any judgment or attachment the execution
or enforcement of which has been stayed or which has been appealed and secured,
if necessary, by the filing of an appeal bond;

      (g) any lien on any property held or used by the Company or a Subsidiary
in connection with the exploration for, development of or production of oil,
gas, natural gas (including liquefied gas and storage gas), other hydrocarbons,
helium, coal, metals, minerals, steam, timber, geothermal or other natural
resources or synthetic fuels, such properties to include, but not be limited to,
the Company's or a Subsidiary's interest in any mineral fee interests, oil, gas
or other mineral leases, royalty, overriding royalty or net profits interests,
production payments and other similar interests, wellhead production equipment,
tanks, field gathering lines, leasehold or field separation and processing
facilities, compression facilities and other similar personal property and
fixtures;

      (h) any lien on oil, gas, natural gas (including liquefied gas and storage
gas), and other hydrocarbons, helium, coal, metals, minerals, steam, timber,
geothermal or other natural resources or synthetic fuels produced or recovered
from any property, an interest in which is owned or leased by the Company or a
Subsidiary;

      (i) liens upon any property heretofore or hereafter acquired, constructed
or improved, created at the later of the time of acquisition or commercial
operation thereof, or within one year thereafter (and accessions and proceeds
thereof), to secure all or a portion of the purchase price thereof or the cost
of such construction or improvement, or existing thereon at the date of
acquisition, whether or not assumed by the Company or a Subsidiary, provided
that every such lien shall apply only to the property so acquired or constructed
and fixed improvements thereon (and accessions and proceeds thereof);

      (j) any extension, renewal or refunding, in whole or in part, of any lien
permitted by subparagraph (i) above, if limited to the same property or any
portion thereof subject to, and securing not more than the amount secured by,
the lien extended, renewed or refunded;

<PAGE>

      (k) liens upon any property of any entity heretofore or hereafter acquired
by any entity that is or becomes a Subsidiary after the date hereof ("Acquired
Entity") provided that every such lien (1) shall either (A) exist prior to the
time the Acquired Entity becomes a Subsidiary or (B) be created at the time the
Acquired Entity becomes a Subsidiary or within one year thereafter to secure all
or a portion of the acquisition price thereof and (2) shall only apply to those
properties owned by the Acquired Entity at the time it becomes a Subsidiary or
thereafter acquired by it from sources other than the Company or any other
Subsidiary;

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

      (m) any lien arising by reason of deposits with, or the giving of any form
of security to, any governmental agency or any body created or approved by law
or governmental regulation for any purpose at any time in connection with the
financing of the acquisition or construction of property to be used in the
business of the Company or a Subsidiary or as required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege or license, or to enable the Company or a Subsidiary to maintain
self-insurance or to participate in any funds established to cover any insurance
risks or in connection with workmen's compensation, unemployment insurance, old
age pensions or other social security, or to share in the privileges or benefits
required for companies participating in such arrangements; the lien reserved in
leases for rent and for compliance with the terms of the lease in the case of
leasehold estates; mechanics' or materialmen's liens, any liens or charges
arising by reason of pledges or deposits to secure payment of workmen's
compensation or other insurance, good faith deposits in connection with tenders,
leases of real estate, bids or contracts (other than contracts for the payment
of money), deposits to secure duties or public or statutory obligations,
deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as
security for the payment of taxes or assessments or similar charges;

      (n) any lien of or upon any office equipment, data processing equipment
(including, without limitation, computer and computer peripheral equipment), or
transportation equipment (including, without limitation, motor vehicles,
tractors, trailers, marine vessels, barges, towboats, rolling stock and
aircraft);

      (o) any lien created or assumed by the Company or a Subsidiary in
connection with the issuance of debt securities the interest on which is
excludable from gross income of the holder of such security pursuant to the
Internal Revenue Code, as amended, for the purposes of financing, in whole or in
part, the acquisition or construction of property to be used by the Company or a
Subsidiary; or

      (p) the pledge or assignment of accounts receivable, or the pledge or
assignment of conditional sales contracts or chattel mortgages and evidences of
indebtedness secured thereby, received in connection with the sale by the
Company or such Subsidiary or others of goods or merchandise to customers of the
Company or such Subsidiary.

      In case the Company or any Subsidiary shall propose to pledge, mortgage,
or hypothecate any Principal Property at any time owned by it to secure any
indebtedness, other than as permitted by paragraphs (a) to (p), inclusive, of
this Section 303, the Company shall prior thereto

<PAGE>
give written notice thereof to the Trustee, and the Company shall or shall cause
such Subsidiary to, prior to or simultaneously with such pledge, mortgage or
hypothecation, by supplemental indenture executed and delivered to the Trustee
(or to the extent legally necessary to another trustee or additional or separate
trustee), in form satisfactory to the Trustee, effectively secure all the Notes
equally and ratably with, or prior to, such indebtedness.

      Notwithstanding the foregoing provisions of this Section 303, the Company
or a Subsidiary may issue, assume or guarantee indebtedness secured by a
mortgage which would otherwise be subject to the foregoing restrictions in an
aggregate amount which, together with all other indebtedness of the Company or a
Subsidiary secured by a mortgage which (if originally issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including indebtedness permitted to be secured under
subdivisions (a) through (p) above) and the Value of all Sale and Leaseback
Transactions in existence at such time (other than any Sale and Leaseback
Transaction which, if such Sale and Leaseback Transaction had been a lien, would
have been permitted by paragraph (i), (j) or (k) of this Section 303 and other
than Sale and Leaseback Transactions as to which application of amounts have
been made in accordance with Section 304) does not at the time of incurrence of
such indebtedness exceed 5% of Consolidated Net Tangible Assets. "Value" means,
with respect to a Sale and Leaseback Transaction, as of any particular time, the
amount equal to the greater of (1) the net proceeds from the sale or transfer of
the property leased pursuant to such Sale and Leaseback Transaction or (2) the
fair value, in the opinion of the Board of Directors, of such property at the
time of entering into such Sale and Leaseback Transaction, in either case
divided first by the number of full years of the term of the lease and then
multiplied by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options contained in
the lease.

      For purposes of this Section 303, "Subsidiary" does not include a Project
Finance Subsidiary.

      Section 304. Restrictions on Sale and Leaseback Transactions. The Company
shall not, nor shall it permit any Subsidiary to, enter into any Sale and
Leaseback Transaction unless the net proceeds of such sale are at least equal to
the fair value (as determined by the Board of Directors) of such Principal
Property and either (a) the Company or such Subsidiary would be entitled,
pursuant to the provisions of (1) paragraph (i) or (j) of Section 303 or (2)
paragraph (k) of Section 303, to incur indebtedness secured by a lien on the
Principal Property to be leased without equally and ratably securing the Notes,
or (b) the Company shall, and in any such case the Company covenants that it
will, within 120 days of the effective date of any such arrangement, apply an
amount not less than the fair value (as so determined) of such Principal
Property (i) to the payment or other retirement of Funded Debt incurred or
assumed by the Company which ranks senior to or pari passu with the Notes or of
Funded Debt incurred or assumed by any Subsidiary (other than, in either case,
Funded Debt owned by the Company or any Subsidiary), or (ii) to the purchase at
not more than fair value (as so determined) of Principal Property (other than
the Principal Property involved in such sale). For this purpose, "Funded Debt"
means any indebtedness which by its terms matures at or is extendable or
renewable at the sole option of the obligor thereon without requiring the
consent of the obligee to a date more than 12 months after the date of the
creation of such indebtedness.

<PAGE>

      For purposes of this Section 304, "Subsidiary" does not include a Project
Finance Subsidiary.

      Section 305. Expiration of Restrictions on Liens and Restrictions on Sale
and Leaseback Transactions. Notwithstanding anything to the contrary herein, on
the date (the "Termination Date") (and continuing thereafter) on which there
remains outstanding, in the aggregate, no more than $200,000,000 in principal
amount of Long-Term Indebtedness, the covenants of the Company set forth in
Sections 303 and 304 hereof shall terminate and the Company shall no longer be
subject to the covenants set forth in such Sections.

                                  ARTICLE FOUR

                        Optional Redemption of the Notes

      Section 401. Redemption Price.

      (a) The Company shall have the right to redeem the Notes, in whole or in
part, at its option at any time from time to time at a price equal to (i) 100%
of the principal amount thereof plus (ii) accrued and unpaid interest thereon,
if any, to but excluding the Redemption Date plus (iii) the Make-Whole Premium,
if any (collectively, the "Redemption Price").

      (b) The amount of the Make-Whole Premium with respect to any Note (or
portion thereof) to be redeemed will be equal to the excess, if any, of: (i) the
sum of the present values, calculated as of the Redemption Date, of: (A) each
interest payment that, but for such redemption, would have been payable on the
Note (or portion thereof) being redeemed on each Interest Payment Date occurring
after the Redemption Date (excluding any accrued and unpaid interest for the
period prior to the Redemption Date); and (B) the principal amount that, but for
such redemption, would have been payable on the Note (or portion thereof) being
redeemed at the Maturity Date; over (ii) the principal amount of the Note (or
portion thereof) being redeemed. The present values of interest and principal
payments referred to in clause (i) above will be determined in accordance with
generally accepted principles of financial analysis. Such present values will be
calculated by discounting the amount of each payment of interest or principal
from the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the Comparable
Treasury Yield (as defined below) plus 20 basis points.

      (c) The Make-Whole Premium shall be calculated by an independent
investment banking institution of national standing appointed by the Company;
provided, that if the Company fails to make such appointment at least 45 days
prior to the Redemption Date, or if the institution so appointed is unwilling or
unable to make such calculation, such calculation shall be made by Barclays
Capital Inc., LaSalle Financial Services, Inc. or Scotia Capital (USA) Inc., or,
if such firms are unwilling or unable to make such calculation, by an
independent investment banking institution of national standing appointed by the
Company (in any such case, an "Independent Investment Banker").

      Section 402. Make-Whole Premium Calculation.

<PAGE>

      (a) For purposes of determining the Make-Whole Premium, "Comparable
Treasury Yield" means a rate of interest per annum equal to the weekly average
yield to maturity of United States Treasury securities that have a constant
maturity that corresponds to the remaining term to maturity of the Notes,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The
Comparable Treasury Yield shall be determined as of the third Business Day
immediately preceding the applicable Redemption Date.

      (b) The weekly average yields of United States Treasury securities shall
be determined by reference to the most recent statistical release published by
the Federal Reserve Bank of New York and designated "H.15 (519) Selected
Interest Rates" or any successor release (the "H.15 Statistical Release"). If
the H.15 Statistical Release sets forth a weekly average yield for United States
Treasury securities having a constant maturity that is the same as the Remaining
Term, then the Comparable Treasury Yield shall be equal to such weekly average
yield. In all other cases, the Comparable Treasury Yield shall be calculated by
interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury securities that have a constant maturity closest to
and greater than the Remaining Term and the United States Treasury securities
that have a constant maturity closest to and less than the Remaining Term (in
each case as set forth in the H.15 Statistical Release). Any weekly average
yields so calculated by interpolation shall be rounded to the nearest 1/100th of
1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly
average yields for United States Treasury securities are not available in the
H.15 Statistical Release or otherwise, then the Comparable Treasury Yield shall
be calculated by interpolation of comparable rates selected by the Independent
Investment Banker.

      Section 403. Partial Redemption. If the Company redeems the Notes in part
pursuant to this Article Four, the Trustee shall select the Notes to be redeemed
on a pro rata basis or by lot or by such other method that the Trustee in its
sole discretion deems fair and appropriate. The Company shall redeem Notes
pursuant to this Article Four in multiples of $1,000 in original principal
amount. A new Note in principal amount equal to the unredeemed portion of the
original Note shall be issued upon cancellation of the original Note.

      Section 404. Notice of Optional Redemption. If the Company elects to
exercise its right to redeem all or some of the Notes pursuant to this Article
Four, the Company or the Trustee shall mail a notice of such redemption to each
Holder of a Note that is to be redeemed not less than 30 days and not more than
60 days before the Redemption Date. If any Note is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount to be
redeemed.

                                  ARTICLE FIVE

                                    REMEDIES

      Section 501. Additional Events of Default; Acceleration of Maturity.

      (a) Solely with respect to the Notes issued hereby, Section 501(7) of the
Original Indenture is hereby deleted in its entirety, and the following is
substituted in lieu thereof as an

<PAGE>

"Event of Default" in addition to the other events set forth in Section 501 of
the Original Indenture:

            "(7) the default by the Company or any Subsidiary, other than a
            Project Finance Subsidiary, in the payment, when due, after the
            expiration of any applicable grace period, of principal of
            indebtedness for money borrowed, other than Non-Recourse Debt, in
            the aggregate principal amount then outstanding of $50 million or
            more, or acceleration of any indebtedness for money borrowed in such
            aggregate principal amount so that it becomes due and payable prior
            to the date on which it would otherwise have become due and payable
            and such acceleration is not rescinded or such default is not cured
            within 30 days after there has been given, by registered or
            certified mail, to the Company by the Trustee or to the Company and
            the Trustee by the holders of at least 25% in principal amount of
            Notes written notice specifying such default and requiring the
            Company to cause such acceleration to be rescinded or such default
            to be cured and stating that such notice is a "Notice of Default"
            under the Indenture;".

      (b) Solely with respect to the Notes issued hereby, the first paragraph of
Section 502 of the Original Indenture is hereby deleted in its entirety, and the
following is substituted in lieu thereof:

            "If an Event of Default (other than an Event of Default specified in
            Section 501(5) or 501(6)) with respect to the Notes at the time
            Outstanding occurs and is continuing, then in every such case the
            Trustee or the Holders of not less than 25% in principal amount of
            the Notes Outstanding may declare the principal amount of all the
            Notes to be due and payable immediately, by a notice in writing to
            the Company (and to the Trustee if given by Holders), and upon any
            such declaration such principal amount (or specified amount) shall
            become immediately due and payable. If an Event of Default specified
            in Section 501(5) or 501(6) with respect to the Notes at the time
            Outstanding occurs and is continuing, the principal amount of all
            the Notes shall automatically, and without any declaration or other
            action on the part of the Trustee or any Holder, become immediately
            due and payable."

      Section 502. Expiration of Additional Events of Default. Notwithstanding
anything to the contrary herein, on the Termination Date (and continuing
thereafter), the event of default of the Company set forth in Section 501(a)
hereof shall terminate and the Company shall no longer be subject to such event
of default.

<PAGE>

                                   ARTICLE SIX

                            Miscellaneous Provisions

      Section 601. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 9, is in all respects hereby adopted, ratified and
confirmed.

      Section 602. This Supplemental Indenture No. 9 may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

      Section 603. THIS SUPPLEMENTAL INDENTURE NO. 9 AND EACH NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

      Section 604. If any provision in this Supplemental Indenture No. 9 limits,
qualifies or conflicts with another provision hereof which is required to be
included herein by any provisions of the Trust Indenture Act, such required
provision shall control.

      Section 605. In case any provision in this Supplemental Indenture No. 9 or
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

      Section 606. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the proper authorization
or due execution hereof or of the Notes by the Company.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 9 to be duly executed, as of the day and year first written above.

                                   CENTERPOINT ENERGY RESOURCES CORP.

                                   By:  ________________________________________
                                   Name:  David M. McClanahan
                                   Title: President and Chief Executive Officer

Attest:

______________________________________
Name:  Richard B. Dauphin
Title: Assistant Corporate Secretary

(SEAL)

                                    JPMORGAN CHASE BANK,
                                    NATIONAL ASSOCIATION, as Trustee

                                    By: ________________________________________
                                    Name:   Carol Logan
                                    Title:  Vice President and Trust Officer

(SEAL)

<PAGE>

                                    Exhibit A

                           [FORM OF FACE OF SECURITY]

[IF THIS SECURITY IS TO BE A GLOBAL SECURITY -] THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.

[For as long as this Global Security is deposited with or on behalf of The
Depository Trust Company it shall bear the following legend.] Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to CenterPoint Energy Resources Corp.
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                       CENTERPOINT ENERGY RESOURCES CORP.

                           6.15% Senior Notes due 2016

No. __________                                                     $  __________
                                                              CUSIP No. ________

      CENTERPOINT ENERGY RESOURCES CORP., a corporation duly organized and
existing under the laws of the State of Delaware formerly known as NorAm Energy
Corp. (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______________, or registered assigns, the principal sum of
____________________ Dollars on May 1, 2016, and to pay interest thereon from
May 18, 2006 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 1 and November 1 in each
year, commencing November 1, 2006, at the rate of 6.15% per annum, until the
principal hereof is paid or made available for payment, provided that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of 6.15% per annum (to the extent permitted by
applicable law), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. The amount
of

                                       A-1

<PAGE>

interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month. In the event that any date on which interest
is payable on this Security is not a Business Day, then a payment of the
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on the date the payment was
originally payable. A "Business Day" shall mean, when used with respect to any
Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or executive order to close. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the April 15 or
October 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and shall either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or automated quotation system, all as more fully provided in said
Indenture.

      Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the Corporate Trust Office of the Trustee, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at
the option of the Company payment of interest may be made (i) by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer in immediately available funds at
such place and to such account as may be designated in writing by the Person
entitled thereto as specified in the Security Register.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                       A-2

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: May 18, 2006                 CENTERPOINT ENERGY RESOURCES CORP.

                                    By:  _______________________________________
                                    Name:  David M. McClanahan
(SEAL)                              Title: President and Chief Executive Officer

Attest:

______________________________________
Name:  Richard B. Dauphin
Title: Assistant Corporate Secretary

      This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                   JPMORGAN CHASE BANK,
                                   NATIONAL ASSOCIATION
                                   As Trustee

Date of Authentication:________________

                                   By:____________________________________
                                              Authorized Signatory

                                       A-3

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]
                       CENTERPOINT ENERGY RESOURCES CORP.

                           6.15% SENIOR NOTES DUE 2016

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February 1, 1998 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank, National Association
(successor to Chase Bank of Texas, National Association), as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to
$325,000,000; provided, however, that the authorized aggregate principal amount
of the Securities may be increased above such amount by a Board Resolution to
such effect.

      The Company shall have the right to redeem the Securities of this series,
in whole or in part, at its option at any time from time to time at a price
equal to (i) 100% of the principal amount thereof plus (ii) accrued and unpaid
interest thereon, if any, to (but excluding) the Redemption Date plus (iii) the
Make-Whole Premium, if any.

      The amount of the Make-Whole Premium with respect to any Security of this
Series (or portion thereof) to be redeemed will be equal to the excess, if any,
of: (i) the sum of the present values, calculated as of the Redemption Date, of:
(A) each interest payment that, but for such redemption, would have been payable
on the Security of this series (or portion thereof) being redeemed on each
Interest Payment Date occurring after the Redemption Date (excluding any accrued
and unpaid interest for the period prior to the Redemption Date); and (B) the
principal amount that, but for such redemption, would have been payable on the
Security of this series (or portion thereof) being redeemed at May 1, 2016; over
(ii) the principal amount of the Security of this series (or portion thereof)
being redeemed. The present values of interest and principal payments referred
to in clause (i) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Comparable Treasury Yield (as
defined below) plus 20 basis points.

      For purposes of determining the Make-Whole Premium, "Comparable Treasury
Yield" means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury securities that have a constant maturity that
corresponds to the remaining term to maturity of the Securities of this series,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The
Comparable Treasury Yield shall be determined as of the third Business Day
immediately preceding the Redemption Date.

      The weekly average yields of United States Treasury securities shall be
determined by

                                       A-4

<PAGE>

reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated "H.15 (519) Selected Interest Rates" or
any successor release (the "H.15 Statistical Release"). If the H.15 Statistical
Release sets forth a weekly average yield for United States Treasury securities
having a constant maturity that is the same as the Remaining Term, then the
Comparable Treasury Yield shall be equal to such weekly average yield. In all
other cases, the Comparable Treasury Yield shall be calculated by interpolation,
on a straight-line basis, between the weekly average yields on the United States
Treasury securities that have a constant maturity closest to and greater than
the Remaining Term and the United States Treasury securities that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release). Any weekly average yields so
calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with
any figure of 1/200th of 1% or above being rounded upward. If weekly average
yields for United States Treasury securities are not available in the H.15
Statistical Release or otherwise, then the Comparable Treasury Yield shall be
calculated by interpolation of comparable rates selected by the Independent
Investment Banker.

      In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

      The Securities of this series are not entitled to the benefit of any
sinking fund.

      The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

      If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

                                       A-5

<PAGE>

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

      THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND

                                       A-6

<PAGE>

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.

                                       A-7