ex4-9.htm


    Exhibit
4.9

    


    


    


    CENTERPOINT
ENERGY RESOURCES CORP.

    


    (formerly
known as NorAm Energy Corp.)

    


    To

    


    THE BANK
OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

    


    (successor
to JPMorgan Chase Bank, National Association

    (formerly
Chase Bank of Texas, National Association)),

    


    Trustee

    


    __________________

    


    SUPPLEMENTAL
INDENTURE NO. 13

    


    Dated as
of May 15, 2008

    


    _________________

    


    


    $300,000,000

    


    


    


    6.00%
Senior Notes due 2018

    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CENTERPOINT
ENERGY RESOURCES CORP.

    (formerly
known as NorAm Energy Corp.)

    


    SUPPLEMENTAL
INDENTURE NO. 13

    


    $300,000,000

    


    6.00%
Senior Notes due 2018

    


    


    SUPPLEMENTAL
INDENTURE No. 13, dated as of May 15, 2008, between CENTERPOINT ENERGY RESOURCES
CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the
“Company”), and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION
(successor to JPMorgan Chase Bank, National Association (formerly 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 “6.00%
Senior Notes due 2018” (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. 13.

     

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

     


    
      
         


      

      
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              ARTICLE
      ONE

            


    

     

    Relation
to Indenture; Additional Definitions

     

    Section
101.  Relation to
Indenture.  This Supplemental Indenture No. 13 constitutes an
integral part of the Original Indenture.

     

    Section
102.  Additional
Definitions.  For all purposes of this Supplemental
Indenture  No. 13:

     

    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: 601 Travis Street, 18th Floor,
Houston, Texas 77002, Attention: Global Corporate Trust; telephone: (713)
483-6817; telecopy: (713) 483-7038;

     

    “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;

     

    “Funded
Debt” has the meaning set forth in Section 304 hereof.

     

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

     

    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

     


    
      
         


      

      
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    (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
the Company or any such Subsidiary, as applicable, but no other contingent
obligation of the Company or any such Subsidiary in respect of indebtedness
incurred by other Persons shall for any purpose be deemed to be indebtedness of
the Company or any such Subsidiary;

     

    “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 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 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

     


    
      
         


      

      
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    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.

     

    “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

     


    
      
         


      

      
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    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. 13;
and

     

    The terms
“herein,” “hereof,” “hereunder” and other words of similar import refer to this
Supplemental Indenture No. 13.

     

    
      	
               
      

            	
              ARTICLE
      TWO

            


    

     

    The
Series of Securities

     

    Section
201.  Title of the
Securities. The Notes shall be designated as the “6.00% Senior Notes due
2018.”

     

    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 $300,000,000 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 $300,000,000; 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 15,
2018 (the “Maturity Date”).

     


    
      
         


      

      
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    Section
204.  Interest and
Interest Rates.

     

    (a)           The
Notes shall bear interest at the rate of 6.00% per annum, from and including May
15, 2008 (the “Issue Date”) to, but excluding, the Maturity
Date.  Such interest shall be payable semiannually in arrears, on May
15 and November 15, of each year (each such date, an “Interest Payment Date”),
commencing November 15, 2008.

     

    (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 May 1 and November 1, 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 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 6.00% 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
99.171% of their principal amount plus accrued interest, if any, from May 15,
2008.

     

    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

     


    
      
         


      

      
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    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. 13 to the Indenture,
and (2) the occurrence of any event 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.

     


    
      
         


      

      
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    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:

     

    (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;

     


    
      
         


      

      
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    (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;

     

    (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,

     


    
      
         


      

      
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    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 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

     


    
      
         


      

      
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    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.

     

    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 35 basis points.

     


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    (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., Credit Suisse
Securities (USA) LLC or Lehman Brothers Inc., or, if such firms are unwilling or
unable to make such calculation, by a different 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.

     

    (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 to be redeemed,
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.

     


    
      
         


      

      
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              ARTICLE
      FIVE

            


    

     

    REMEDIES

     

    Section
501.  Additional
Event 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 “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 Event 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.

     

    


     


    
      
         


      

      
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              ARTICLE
      SIX

            


    

     

    Miscellaneous
Provisions

     

    Section
601.  The Indenture, as supplemented and amended by this Supplemental
Indenture No. 13, is in all respects hereby adopted, ratified and
confirmed.

     

    Section
602.  This Supplemental Indenture No. 13 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. 13 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. 13 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. 13 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.

     


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


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

     

    CENTERPOINT
ENERGY RESOURCES CORP.

    


    


    By: /s/ David M.
McClanahan                                                                           

    Name: David M. McClanahan

    
      	
               
      

            	
              Title:   President
      and Chief Executive Officer

            


    

    


    Attest:

    


    _/s/ Richard B.
Dauphin____________

    Name:
Richard B. Dauphin

    Title:   Assistant
Corporate Secretary

    


    


    


    (SEAL)

    


    


    


    THE BANK
OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION,

    As
Trustee

    


    


    By: /s/ Marcella
Burgess                                                                           

    Name:  Marcella
Burgess

    Title:    Assistant Vice
President and Trust Officer

    


    (SEAL)

    



    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    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.

    


    6.00%
Senior Notes due 2018

    


    


    
      	
              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 15, 2018, and to pay interest thereon from
May 15, 2008 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 15 and November 15 in each
year, commencing November 15, 2008, at the rate of 6.00% 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 6.00% 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

     


    
      
        
           

        

         


      

      
        A-1

        
          

        

      

      
         


      

    


    of
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 May 1 or November 1 (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

        
          

        

      

      
         


      

    


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

     

    


    Dated:  May
15,
2008                                                                           CENTERPOINT
ENERGY RESOURCESCORP.

    


    


    By:  ____________________________

    Name:
David M. McClanahan

    Title:  President
and Chief Executive Officer

    


    (SEAL)

    


    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.

    THE BANK
OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

    As
Trustee

    


    Date of
Authentication:________________

    


    By:_________________________

    Authorized
Signatory


    
      
        
           

        

         


      

      
        A-3

        
          

        

      

      
         


      

    


    [FORM OF
REVERSE SIDE OF SECURITY]

    CENTERPOINT
ENERGY RESOURCES CORP.

    


    6.00% SENIOR
NOTES DUE 2018

    


    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 The Bank of New York Trust Company, National Association (successor
to JPMorgan Chase Bank, National Association (formerly 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 $300,000,000; 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 15, 2018; 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 35 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.

     


    
      
        
           

        

         


      

      
        A-4

        
          

        

      

      
         


      

    


    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.

     

    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

     


    
      
        
           

        

         


      

      
        A-5

        
          

        

      

      
         


      

    


    Security.

     

    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.

     


    
      
        
           

        

         


      

      
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    THE
INDENTURE AND THIS SECURITY 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.

     


    
      
        
           

        

         


      

      
        A-7