<PAGE>

                                                               EXHIBIT 10(pp)(1)

                                [TEXASGENCO LOGO]

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

                                CREDIT AGREEMENT

                                      among

                           TEXAS GENCO HOLDINGS, INC.,

                              TEXAS GENCO GP, LLC,

                              TEXAS GENCO LP, LLC,

                            TEXAS GENCO SERVICES, LP,

                                TEXAS GENCO, LP,

                                VARIOUS LENDERS,

                        DEUTSCHE BANK AG NEW YORK BRANCH,

                  as Administrative Agent and Collateral Agent

                                       and

                                  COMPASS BANK,

                             as Documentation Agent

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

                          Dated as of December 23, 2003

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

                                   $75,000,000

                         DEUTSCHE BANK SECURITIES INC.,

                        as LEAD ARRANGER and BOOK RUNNER

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

[DEUTSCHE BANK LOGO]                                         [COMPASS BANK LOGO]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
SECTION 1.        Amount and Terms of Credit.....................................................        1

         1.01     The Commitments................................................................        1
         1.02     Minimum Amount of Each Borrowing...............................................        1
         1.03     Notice of Borrowing............................................................        1
         1.04     Disbursement of Funds..........................................................        2
         1.05     Revolving Notes................................................................        3
         1.06     Conversions....................................................................        3
         1.07     Pro Rata Borrowings............................................................        4
         1.08     Interest.......................................................................        4
         1.09     Interest Periods...............................................................        5
         1.10     Increased Costs, Illegality, etc...............................................        6
         1.11     Compensation...................................................................        8
         1.12     Change of Lending Office.......................................................        8
         1.13     Replacement of Lenders.........................................................        8
         1.14     Recommitment; Replacement of Non-Continuing Lender.............................        9

SECTION 2.        Letters of Credit..............................................................       10

         2.01     Letters of Credit..............................................................       10
         2.02     Minimum Stated Amount..........................................................       11
         2.03     Letter of Credit Requests......................................................       11
         2.04     Letter of Credit Participations................................................       11
         2.05     Agreement to Repay Letter of Credit Drawings...................................       13
         2.06     Increased Costs................................................................       14

SECTION 3.        Commitment Commission; Fees; Reductions of Commitment..........................       15

         3.01     Fees...........................................................................       15
         3.02     Optional Commitment Reductions.................................................       16
         3.03     Mandatory Reduction of Commitments.............................................       16

SECTION 4.        Prepayments; Payments; Taxes...................................................       16

         4.01     Voluntary Prepayments..........................................................       16
         4.02     Mandatory Repayments and Cash Collateralizations...............................       17
         4.03     Method and Place of Payment....................................................       18
         4.04     Net Payments...................................................................       18

SECTION 5.        Conditions Precedent to the Effective Date.....................................       20

         5.01     Execution of Agreement; Revolving Notes........................................       20
         5.02     Officer's Certificate..........................................................       20
         5.03     Opinions of Counsel............................................................       20
         5.04     Corporate Documents; Proceedings; etc..........................................       20
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                    <C>
         5.05     Security Documents.............................................................       21
         5.06     Guaranties.....................................................................       21
         5.07     Adverse Change; Governmental and Third Party Approvals; etc....................       22
         5.08     Litigation.....................................................................       22
         5.09     Financial Statements; Projections..............................................       22
         5.10     Fees, etc......................................................................       23
         5.11     Insurance......................................................................       23

SECTION 6.        Conditions Precedent to All Credit Events......................................       23

         6.01     Effective Date.................................................................       23
         6.02     No Default; Representations and Warranties.....................................       23
         6.03     Notice of Borrowing; Letter of Credit Request..................................       23

SECTION 7.        Representations, Warranties and Agreements.....................................       23

         7.01     Corporate Status...............................................................       24
         7.02     Corporate Power and Authority..................................................       24
         7.03     No Violation...................................................................       24
         7.04     Governmental Approvals.........................................................       25
         7.05     Financial Statements; Financial Condition......................................       25
         7.06     Litigation.....................................................................       25
         7.07     True and Complete Disclosure...................................................       25
         7.08     Use of Proceeds; Margin Regulations............................................       26
         7.09     Tax Returns and Payments.......................................................       26
         7.10     Compliance with ERISA..........................................................       26
         7.11     Solvency.......................................................................       27
         7.12     Security Documents.............................................................       27
         7.13     Compliance with Statutes, etc..................................................       27
         7.14     Investment Company Act.........................................................       27
         7.15     Environmental Matters..........................................................       27
         7.16     Existing Indebtedness..........................................................       28

SECTION 8.        Affirmative Covenants..........................................................       28

         8.01     Information Covenants..........................................................       28
         8.02     Keeping of Books...............................................................       30
         8.03     Maintenance of Insurance.......................................................       30
         8.04     Preservation of Existence, Etc.................................................       30
         8.05     Maintenance of Properties, Etc.................................................       31
         8.06     Maintenance of Existing Business...............................................       31
         8.07     Compliance with Statutes, etc..................................................       31
         8.08     Visitation Rights..............................................................       31
         8.09     Use of Proceeds................................................................       32
         8.10     Payment of Taxes...............................................................       32
         8.11     Further Assurances.............................................................       32
         8.12     Future Guarantors..............................................................       32
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                    <C>
SECTION 9.        Negative Covenants.............................................................       32

         9.01     Liens..........................................................................       32
         9.02     Consolidation, Mergers or Disposal of Assets...................................       33
         9.03     Accounting Changes.............................................................       33
         9.04     Restrictions on Dividends, Intercompany Loans, or Investments..................       33
         9.05     Affiliate Transactions.........................................................       34
         9.06     Payments on Preferred Stock....................................................       35
         9.07     Use of Proceeds; Regulation U..................................................       35
         9.08     Maximum Total Debt for Borrowed Money to Consolidated Capitalization Ratio.....       35
         9.09     Minimum EBITDA to Cash Interest Ratio..........................................       35

SECTION 10.       Events of Default..............................................................       35

         10.01    Payment........................................................................       36
         10.02    Representations, etc...........................................................       36
         10.03    Covenants......................................................................       36
         10.04    Default Under Other Agreements.................................................       36
         10.05    Bankruptcy, etc................................................................       36
         10.06    Judgments......................................................................       37
         10.07    Non-Monetary Judgments.........................................................       37
         10.08    Change of Control..............................................................       37
         10.09    ERISA..........................................................................       37
         10.10    Security Documents.............................................................       37
         10.11    Guaranty.......................................................................       38

SECTION 11.       Definitions and Accounting Terms...............................................       38

         11.01    Defined Terms..................................................................       38
         11.02    Accounting Terms...............................................................       57

SECTION 12.       The Agents.....................................................................       58

         12.01    Appointment....................................................................       58
         12.02    Nature of Duties...............................................................       58
         12.03    Lack of Reliance on the Agents.................................................       58
         12.04    Certain Rights of the Agents...................................................       59
         12.05    Reliance.......................................................................       59
         12.06    Indemnification................................................................       59
         12.07    The Agents in Their Individual Capacity........................................       59
         12.08    Holders........................................................................       60
         12.09    Resignation....................................................................       60
         12.10    Documentation Agent............................................................       61

SECTION 13.       Miscellaneous..................................................................       61

         13.01    Payment of Expenses, etc.......................................................       61
         13.02    Right of Setoff................................................................       62
         13.03    Notices........................................................................       62
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                     <C>
         13.04    Benefit of Agreement...........................................................       63
         13.05    No Waiver; Remedies Cumulative.................................................       64
         13.06    Payments Pro Rata..............................................................       65
         13.07    Calculations; Computations.....................................................       65
         13.08    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE...............................       65
         13.09    Counterparts...................................................................       66
         13.10    Effectiveness..................................................................       66
         13.11    Headings Descriptive...........................................................       67
         13.12    Amendment or Waiver; Removal of Lender etc.....................................       67
         13.13    Survival.......................................................................       68
         13.14    Domicile of Loans..............................................................       68
         13.15    Confidentiality................................................................       68
         13.16    Register.......................................................................       70

SECTION 14.       Guaranty.......................................................................       70

         14.01    Guaranty.......................................................................       70
         14.02    Bankruptcy.....................................................................       71
         14.03    Nature of Liability............................................................       71
         14.04    Independent Obligation.........................................................       71
         14.05    Authorization..................................................................       71
         14.06    Reliance.......................................................................       72
         14.07    Rights of Contribution.........................................................       72
         14.08    Waiver.........................................................................       73
         14.09    Payment........................................................................       74
         14.10    Savings Clause.................................................................       74
</TABLE>

<TABLE>
<S>               <C>
SCHEDULE I        Commitments
SCHEDULE II       Lender Addresses
SCHEDULE III      Governmental Approvals
SCHEDULE IV       Existing Indebtedness
EXHIBIT A-1       Form of Notice of Borrowing
EXHIBIT A-2       Form of Notice of Conversion/Continuation
EXHIBIT B         Form of Revolving Note
EXHIBIT C         Form of Letter of Credit Request
EXHIBIT D         Form of Section 4.04(b)(ii) Certificate
EXHIBIT E         Form of Opinion of Baker Botts LLP, special counsel to the Credit Parties
EXHIBIT F         Form of Officers' Certificate
EXHIBIT G         Form of Pledge Agreement
EXHIBIT H         Form of Indenture
EXHIBIT I         Form of Assignment and Assumption Agreement
</TABLE>

<PAGE>

                  CREDIT AGREEMENT, dated as of December 23, 2003, among TEXAS
GENCO HOLDINGS, INC., a Texas corporation (the "Parent"), TEXAS GENCO GP, LLC, a
Texas limited liability company ("Genco GP"), TEXAS GENCO LP, LLC, a Texas
limited liability company ("Genco LP"), TEXAS GENCO SERVICES, LP, a Texas
limited partnership ("Genco Services") TEXAS GENCO, LP, a Texas limited
partnership (the "Borrower"), the Lenders from time to time party hereto,
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent
and COMPASS BANK, as Documentation Agent. Unless otherwise defined herein, all
capitalized terms used herein and defined in Section 11 are used herein as so
defined.

                              W I T N E S S E T H:

                  WHEREAS, subject to the terms and conditions set forth herein,
the Lenders are willing to make available to the Borrower the credit facility
provided herein;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 The Commitments. Subject to and upon the terms and
conditions set forth herein, each Lender severally agrees, at any time and from
time to time on and after the Effective Date and prior to the Maturity Date, to
make a revolving loan or revolving loans (each, a "Loan" and, collectively, the
"Loans") to the Borrower, which Loans (i) shall be denominated in Dollars, (ii)
shall, at the option of the Borrower, be incurred and maintained as, and/or
converted into, Base Rate Loans or Eurodollar Loans, provided that except as
otherwise specifically provided in Section 1.10(b), all Loans comprising the
same Borrowing shall at all times be of the same Type, (iii) may be repaid and
reborrowed in accordance with the provisions hereof, (iv) shall not exceed for
any Lender at any time outstanding that aggregate principal amount which, when
added to (I) the aggregate principal amount of all other then outstanding Loans
made by such Lender and (II) the product of (x) such Lender's Percentage and (y)
the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of Loans) at such time, equals the Commitment of such Lender at such
time and (v) shall not exceed for all Lenders at any time outstanding that
aggregate principal amount which, when added to (I) the aggregate principal
amount of all Loans then outstanding and (II) the aggregate amount of all Letter
of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of Loans) at such time,
equals the Total Commitment at such time.

                  1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Loans shall be not less than the Minimum Borrowing
Amount. More than one Borrowing may occur on the same date, but at no time shall
there be outstanding more than five Borrowings of Eurodollar Loans.

                  1.03 Notice of Borrowing. Whenever the Borrower desires to
incur Loans hereunder, a Responsible Officer of the Borrower shall give the
Administrative Agent at the Notice Office, written notice (or telephonic notice
promptly confirmed in writing) on the date of each Borrowing of Base Rate Loans
and at least three Business Days' prior written notice (or

<PAGE>

telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be
made hereunder, provided that any such notice shall be deemed to have been given
on a certain day only if given before 11:00 A.M. (New York City time) on such
day. Each such written notice or written confirmation of telephonic notice (each
a "Notice of Borrowing"), except as otherwise expressly provided in Section
1.10, shall be irrevocable and shall be given by a Responsible Officer of the
Borrower in the form of Exhibit A-1, appropriately completed to specify the
aggregate principal amount of the Loans to be made pursuant to such Borrowing,
the date of such Borrowing (which shall be a Business Day) and whether the Loans
being made pursuant to such Borrowing are to be initially maintained as Base
Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest
Period to be applicable thereto. The Administrative Agent shall promptly give
each Lender notice of such proposed Borrowing, of such Lender's proportionate
share thereof and of the other matters required by the immediately preceding
sentence to be specified in the Notice of Borrowing.

                  (a)      Without in any way limiting the obligation of the
Borrower to confirm in writing any telephonic notice of any Borrowing,
conversion or prepayment of Loans, the Administrative Agent may act without
liability upon the basis of telephonic notice of such Borrowing, conversion or
prepayment, believed by the Administrative Agent in good faith to be from a
Responsible Officer of the Borrower prior to receipt of written confirmation. In
each such case, the Borrower hereby waives the right to dispute the
Administrative Agent's record of the terms of such telephonic notice of such
Borrowing, conversion or prepayment.

                  1.04 Disbursement of Funds. Except as otherwise specifically
provided in the immediately succeeding sentence, no later than 12:00 Noon (New
York City time) on the date specified in each Notice of Borrowing, each Lender
will make available its to the Administrative Agent such Lender's Percentage of
each Borrowing to be made on such date. All such amounts shall be made available
in Dollars and in immediately available funds at the Payment Office, and the
Administrative Agent will make available to the Borrower at the Payment Office
the aggregate of the amounts so made available by the Lenders. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing that such Lender does not intend to make available to the
Administrative Agent such Lender's portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such date of Borrowing and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower to immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower until the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if recovered from such Lender, the overnight Federal
Funds Rate for the first three days and at the interest rate otherwise
applicable to such Loans for each day thereafter and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be

                                      -2-
<PAGE>

deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any failure by such Lender to make Loans hereunder.

                  1.05 Revolving Notes. Subject to the provisions of Section
1.05(d), the Borrower's obligation to pay the principal of, and interest on, the
Loans made by each Lender shall be evidenced in the Register maintained by the
Administrative Agent pursuant to Section 13.16 and shall, if requested by such
Lender, also be evidenced by a promissory note duly executed and delivered by
the Borrower substantially in the form of Exhibit B, with blanks appropriately
completed in conformity herewith (each a "Revolving Note" and, collectively, the
"Revolving Notes").

                  (a)      Each Revolving Note issued to a Lender shall (i) be
executed by the Borrower, (ii) be payable to such Lender or its registered
assigns and be dated the Effective Date (or if issued thereafter, the date of
issuance), (iii) be in a stated principal amount equal to the Commitment of such
Lender (or, if issued after the termination thereof, be in a stated principal
amount equal to the outstanding Loans of such Lender at such time) and be
payable in the principal amount of the Loans evidenced thereby, (iv) mature on
the Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (b)      Each Lender will note on its internal records the
amount of each Loan made by it and each payment in respect thereof and will
prior to any transfer of any of its Revolving Notes endorse on the reverse side
thereof the outstanding principal amount of Loans evidenced thereby. Failure to
make any such notation or any error in any such notation or endorsement shall
not affect the Borrower's obligations in respect of such Loans.

                  (c)      Notwithstanding anything to the contrary contained
above or elsewhere in this Agreement, Revolving Notes shall only be delivered to
Lenders which at any time (or from time to time) specifically request the
delivery of such Revolving Notes. No failure of any Lender to request or obtain,
produce or maintain a Revolving Note evidencing its Loans to the Borrower shall
affect or in any manner impair the obligations of the Borrower to pay the Loans
(and all related Obligations) which would otherwise be evidenced thereby in
accordance with the requirements of this Agreement, and shall not in any way
affect (i) the guaranties therefor provided pursuant to the Guaranty or any
Credit Document or (ii) the security interests therefor granted pursuant to any
Security Document or any other Credit Document. Any Lender which does not have a
Revolving Note evidencing its outstanding Loans shall in no event be required to
make the notations otherwise described in preceding clause (c) of this Section
1.05. At any time when any Lender requests the delivery of a Revolving Note to
evidence any of its Loans, the Borrower shall promptly execute and deliver to
the respective Lender the requested Revolving Note or Revolving Notes in the
appropriate amount or amounts to evidence such Loans.

                  1.06 Conversions. The Borrower shall have the option to
convert, on any Business Day, all or a portion equal to at least the Minimum
Borrowing Amount of the outstanding principal amount of Loans made pursuant to
one or more Borrowings of one or more Types

                                      -3-
<PAGE>

of Loans into a Borrowing of another Type of Loan, provided that (i) except as
otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable thereto
and no partial conversion of Eurodollar Loans shall reduce the outstanding
principal amount of such Eurodollar Loans made pursuant to a single Borrowing to
less than the Minimum Borrowing Amount applicable thereto, (ii) unless the
Required Lenders otherwise agree, Base Rate Loans may only be converted into
Eurodollar Loans if no Default or Event of Default is in existence on the date
of the conversion, and (iii) no conversion pursuant to this Section 1.06 shall
result in a greater number of Borrowings of Eurodollar Loans than is permitted
under Section 1.02. Each such conversion shall be effected by the Borrower by
giving the Administrative Agent at the Notice Office prior to 12:00 Noon (New
York City time) at least three Business Days' prior notice (each a "Notice of
Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to
specify the Loans to be so converted, the Borrowing or Borrowings pursuant to
which such Loans were made and, if to be converted into Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed conversion.

                  1.07 Pro Rata Borrowings. Each Borrowing of Loans under this
Agreement shall be incurred from the Lenders pro rata on the basis of their
Commitments. It is understood that no Lender shall be responsible for any
default by any other Lender of its obligation to make Loans hereunder and that
each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans
hereunder.

                  1.08 Interest. The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date the proceeds
thereof are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Base Rate Loan or (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall be equal to the sum of the Applicable Margin
plus the Base Rate in effect from time to time.

                  (a)      The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan from the date the proceeds
thereof are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Eurodollar Loan or (ii) the
conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06,
1.09 or 1.10, as applicable, at a rate per annum which shall, during each
Interest Period applicable thereto, be equal to the sum of the Applicable Margin
plus the Eurodollar Rate for such Interest Period.

                  (b)      Overdue principal and to the extent permitted by law,
overdue interest and any other amounts payable hereunder or under any other
Credit Document shall, in each case bear interest at a rate per annum equal to
the greater of (x) the rate which is 2% in excess of the rate then borne by such
Loans and (y) the rate which is 2% in excess of the rate otherwise applicable to
Base Rate Loans from time to time, and all other overdue amounts payable
hereunder and under any other Credit Document shall bear interest at a rate per
annum equal to the rate which is 2% in excess of the rate applicable to Base
Rate Loans from time to time. Interest which accrues under this Section 1.08(c)
shall be payable by the Borrower on demand.

                                      -4-
<PAGE>

                  (c)      Accrued (and theretofore unpaid) interest shall be
payable (i) in respect of each Base Rate Loan (x) quarterly in arrears on each
Quarterly Payment Date, (y) in the case of a repayment in full of all
outstanding Base Rate Loans, on the date of such repayment or prepayment, and
(z) at maturity (whether by acceleration or otherwise) or such earlier date upon
which the Total Commitment is terminated and, after such date, on demand, and
(ii) in respect of each Eurodollar Loan (x) on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (y) on any repayment or prepayment (on the
amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

                  (d)      Upon each Interest Determination Date, the
Administrative Agent shall determine the Eurodollar Rate for the respective
Interest Period or Interest Periods and shall promptly notify the Borrower and
the Lenders thereof. Each such determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

                  1.09 Interest Periods. At the time the Borrower gives any
Notice of Borrowing or Notice of Conversion/Continuation in respect of the
making of, or conversion into, any Eurodollar Loan (in the case of the initial
Interest Period applicable thereto) or on the third Business Day prior to the
expiration of an Interest Period applicable to such Eurodollar Loan (in the case
of any subsequent Interest Period), the Borrower shall have the right to elect,
by having a Responsible Officer of the Borrower give the Administrative Agent
notice thereof (including, without limitation, in any Notice of Borrowing made
in connection with a Eurodollar Loan), the interest period (each an "Interest
Period") applicable to such Eurodollar Loan, which Interest Period shall, at the
option of the Borrower, be a one, two, three or six-month period (or, if agreed
by all Lenders, nine months), provided that:

                  (i)      all Eurodollar Loans comprising a Borrowing shall at
all times have the same Interest Period;

                  (ii)     the initial Interest Period for any Eurodollar Loan
shall commence on the date of Borrowing of such Eurodollar Loan (including the
date of any conversion thereto from a Loan of a different Type) and each
Interest Period occurring thereafter in respect of such Eurodollar Loan shall
commence on the day on which the next preceding Interest Period applicable
thereto expires;

                  (iii)    if any Interest Period relating to a Eurodollar Loan
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month; (iv) if any Interest Period
would otherwise expire on a day which is not a Business Day, such Interest
Period shall expire on the next succeeding Business Day; provided, however, that
if any Interest Period for a Eurodollar Loan would otherwise expire on a day
which is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day;

                                      -5-
<PAGE>

                  (v)      unless the Required Lenders otherwise agree, no
Interest Period may be selected at any time when a Default or an Event of
Default is then in existence; and

                  (vi)     no Interest Period in respect of any Borrowing of
Eurodollar Loans shall be selected which extends beyond the Maturity Date.

                  If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

                  1.10 Increased Costs, Illegality, etc. (a) In the event that
any Lender shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Administrative Agent):

                  (i)      on any Interest Determination Date that, by reason of
any changes arising after the Effective Date affecting the interbank Eurodollar
market, adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided for in the definition of Eurodollar Rate; or

                  (ii)     at any time, that such Lender shall incur increased
costs or reductions in the amounts received or receivable hereunder with respect
to any Eurodollar Loan because of any change since the Effective Date in any
applicable law or governmental rule, regulation, order, guideline or request
(whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for
example, but not limited to: (A) a change in the basis of taxation of payment to
any Lender of the principal of or interest on the Loans or the Revolving Notes
or any other amounts payable hereunder (except for changes in the rate of tax
on, or determined by reference to, the net income or net profits of such Lender
pursuant to the laws of the jurisdiction in which it is organized or in which
its principal office or applicable lending office is located or any subdivision
thereof or therein), or (B) a change in official reserve requirements, but, in
all events, excluding reserves required under Regulation D to the extent
included in the computation of the Eurodollar Rate; or

                  (iii)    at any time, that the making or continuance of any
Eurodollar Loan has been made (x) unlawful by any law or governmental rule,
regulation or order, (y) impossible by compliance by any Lender in good faith
with any governmental request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the Effective Date
which materially and adversely affects the interbank Eurodollar market;

                  then, and in any such event, such Lender (or the
Administrative Agent, in the case of clause (i) above) shall promptly give
notice (by telephone confirmed in writing) to the Borrower and, except in the
case of clause (i) above, to the Administrative Agent of such determination
(which notice the Administrative Agent shall promptly transmit to each of the
other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans
shall no longer

                                      -6-
<PAGE>

be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such Lender, showing the
basis for the calculation thereof, submitted to the Borrower by such Lender in
good faith shall, absent manifest error, be final and conclusive and binding on
all the parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law.

                  (b)      At any time that any Eurodollar Loan is affected by
the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may
(and in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if
the affected Eurodollar Loan is then outstanding, upon at least three Business
Days' written notice to the Administrative Agent, require the affected Lender to
convert such Eurodollar Loan into a Base Rate Loan, provided that if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 1.10(b).

                  (c)      If at any time after the Effective Date any Lender
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitment
hereunder or its obligations hereunder, then the Borrower agrees to pay to such
Lender, upon its written demand therefor, such additional amounts as shall be
required to compensate such Lender or such other corporation for the increased
cost to such Lender or such other corporation or the reduction in the rate of
return to such Lender or such other corporation as a result of such increase of
capital. In determining such additional amounts, each Lender will act reasonably
and in good faith and will use averaging and attribution methods which are
reasonable, provided that such Lender's determination of compensation owing
under this Section 1.10(c) shall, absent manifest error, be final and conclusive
and binding on all the parties hereto. Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
written notice thereof to the Borrower, which notice shall show the basis for
calculation of such additional amounts.

                  (d)      The provisions contained in this Section 1.10 shall
survive the termination of this Agreement and the payment of all amounts payable
hereunder; provided, however, that in

                                      -7-
<PAGE>

no event shall the Borrower be obligated to reimburse or compensate any Lender
for amounts contemplated by this Section 1.10 for any period prior to the date
that is 90 days prior to the date upon which such Lender requests in writing
such reimbursement or compensation from the Borrower. This Section 1.10(d) shall
have no applicability to any other Section of this Agreement.

                  1.11 Compensation. The Borrower agrees to compensate each
Lender, upon its written request (which request shall set forth the basis for
requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding any loss of
anticipated profit) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender) a Borrowing of, or conversion from or into,
Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion/Continuation (whether or not withdrawn by the
Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii) if any repayment
(including any repayment made pursuant to Section 1.13, 1.14, 4.02 or 13.12(b)
or as a result of an acceleration of the Loans pursuant to Section 10) or
conversion of any of its Eurodollar Loans occurs on a date which is not the last
day of an Interest Period with respect thereto; (iii) if any prepayment of any
of its Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the Borrower; or (iv) as a consequence of (x) any other
default by the Borrower to repay its Loans when required by the terms of this
Agreement or any Revolving Note held by such Lender or (y) any election made
pursuant to Section 1.10(b). The provisions contained in this Section 1.11 shall
survive the termination of this Agreement and the payment of all amounts payable
hereunder; provided, however, that in no event shall the Borrower be obligated
to reimburse or compensate any Lender for amounts contemplated by this Section
1.11 for any period prior to the date that is 90 days prior to the date upon
which such Lender requests in writing such reimbursement or compensation from
the Borrower, provided, further, that this sentence shall have no applicability
to any other Section of this Agreement

                  1.12 Change of Lending Office. Each Lender agrees that upon
the occurrence of any event giving rise to the operation of Section 1.10(a)(ii)
or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender provided in Sections
1.10, 2.06 and 4.04.

                  1.13 Replacement of Lenders. If any Lender becomes a
Defaulting Lender or otherwise defaults in its obligations to make Loans or fund
Unpaid Drawings, (b) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders, (c) if any Lender becomes a Non-Continuing Lender pursuant to
Section 1.14 or (d) if the Borrower elects to terminate a Lender's Commitment as
provided in Section 13.12(b), then, in each case the Borrower shall have the
right, if no Default or Event of Default will exist immediately after

                                      -8-
<PAGE>

giving effect to the respective replacement, to replace such Lender (the
"Replaced Lender") with one or more other Eligible Transferee or Transferees,
none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the "Replacement Lender") reasonably acceptable to
the Administrative Agent, provided that (i) at the time of any replacement
pursuant to this Section 1.13, the Replacement Lender shall enter into one or
more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with
all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement
Lender) pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans of, and participations in Letters of Credit
by, the Replaced Lender and, in connection therewith, shall pay to (x) the
Replaced Lender in respect thereof an amount equal to the sum of (A) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of
the Replaced Lender, (B) an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Lender, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to
Section 3.01 and (y) each Issuing Lender an amount equal to such Replaced
Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid
Drawing) to the extent such amount was not theretofore funded by such Replaced
Lender to such Issuing Lender, and (ii) all obligations of the Borrower owing to
the Replaced Lender (other than those specifically described in clause (i) above
in respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Lender concurrently with
such replacement. Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Revolving Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 1.10,
1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced
Lender.

                  1.14 Recommitment; Replacement of Non-Continuing Lender. So
long as no Default or Event of Default has occurred and is continuing, the
Borrower may, prior to (but not less than 30 days nor more than 45 days prior
to) the Maturity Date then in effect, by written notice (each such notice, a
"Recommitment Request") to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each Lender), request that the
Maturity Date then in effect be extended to a date occurring 364 days after such
Maturity Date. Each Recommitment Request shall be accompanied by a certificate
of a Responsible Officer of the Borrower stating that no Default or Event of
Default has occurred and is continuing. Each Lender shall, in its sole
discretion, consent to such Recommitment Request no less than 10 Business Days
prior to the Maturity Date then in effect (each such date, a "Recommitment
Deadline"), in writing to the Borrower and the Administrative Agent, with the
failure of any Lender to consent on or prior to the Recommitment Deadline being
deemed to be a negative response. If each Lender, in its sole discretion, shall
consent to such Recommitment Request, by the relevant Recommitment Deadline, the
Maturity Date then in effect shall be automatically extended to the date
occurring 364 days following such Maturity Date and the term "Maturity Date"
shall automatically be deemed amended to such date with no further action on the
part of the Lenders or the Borrower. If the consent of each Lender in respect of
such Recommitment Request shall not have been obtained, the Borrower may prior
to the Maturity Date then in effect, (i) replace each such Lender failing to
consent to such Recommitment Request (each such

                                      -9-
<PAGE>

Lender, a "Non-Continuing Lender") in accordance with Section 1.13, and in the
event that the Replacement Lender with respect to each such Non-Continuing
Lender shall consent to such Recommitment Request prior to the Maturity Date
then in effect, such Recommitment Request shall be effective as if each Lender
had originally consented to such request or (ii) terminate each such
Non-Continuing Lender's Commitment and repay such Non-Continuing Lender's Loans
pursuant to Section 3.02(b), 4.01(b) and 13.12(b), and upon taking all actions
required thereby in connection with such removal, such Recommitment Request
shall be effective as if each Lender had originally consented to such request.
Promptly upon the effectiveness of any extension of the Maturity Date pursuant
to this Section 1.14, the Administrative Agent shall notify each Lender and the
Borrower of such effectiveness and the Maturity Date then in effect (after
giving effect to the extension thereof) which Maturity Date shall absent
manifest error, be final, conclusive and binding on all parties hereto.

                  SECTION 2. Letters of Credit.

                  2.01 Letters of Credit. Subject to and upon the terms and
conditions herein set forth, the Borrower may request that any Issuing Lender
issue, at any time and from time to time on and after the Effective Date and
prior to the fifth Business Day prior to the Maturity Date, for the account of
the Borrower and in support of, such obligations (that arise in the ordinary
course of business in respect of general corporate purposes and are not
otherwise prohibited hereunder) of the Borrower and its Subsidiaries to any
other Person, an irrevocable standby letter of credit, in a form customarily
used by such Issuing Lender (including Letters of Credit governed by ISP98) or
in such other form as has been approved by such Issuing Lender (each such letter
of credit, together with any amendments thereto and any extensions thereof, a
"Letter of Credit" and, collectively, the "Letters of Credit"). All Letters of
Credit shall be denominated in Dollars and shall be issued on a sight basis
only.

                  (a)      Subject to and upon the terms and conditions set
forth herein, each Issuing Lender agrees that it will, at any time and from time
to time on or after the Effective Date and prior to the fifth Business Day prior
to the Maturity Date, following its receipt of the respective Letter of Credit
Request, issue for the account of the Borrower one or more Letters of Credit as
is permitted to exist pursuant to this Agreement without giving rise to a
Default or Event of Default hereunder, provided that the respective Issuing
Lender shall be under no obligation to issue any Letter of Credit of the types
described above if at the time of such issuance:

                  (i)      any order, judgment or decree of any governmental
authority or arbitrator shall purport by its terms to enjoin or restrain such
Issuing Lender from issuing such Letter of Credit or any requirement of law
applicable to such Issuing Lender or any request or directive (whether or not
having the force of law) from any governmental authority with jurisdiction over
such Issuing Lender shall prohibit, or request that such Issuing Lender refrain
from, the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such Issuing Lender with respect to such Letter
of Credit any restriction or reserve or capital requirement (for which such
Issuing Lender is not otherwise compensated), in any such case not in effect on
the date hereof, or any unreimbursed loss, cost or expense which was not
applicable, in effect or known to such Issuing Lender as of the date hereof and
which such Issuing Lender in good faith deems material to it; or

                                      -10-
<PAGE>

                  (ii)     such Issuing Lender shall have determined or shall
have received notice from the Administrative Agent or any Lender prior to the
issuance of such Letter of Credit of the type described in the second sentence
of Section 2.03(b).

                  (b)      Notwithstanding the foregoing, (i) no Letter of
Credit shall be issued the Stated Amount of which, when added to the Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date
of, and prior to the issuance of, the respective Letter of Credit) at such time
would exceed when added to the aggregate principal amount of all Loans then
outstanding, an amount equal to the Total Commitment at such time, and (ii) each
Letter of Credit shall by its terms expire on or before the fifth Business Day
prior to the Maturity Date.

                  2.02 Minimum Stated Amount. The Stated Amount of each Letter
of Credit shall not be less than $50,000 or such lesser amount as is acceptable
to the respective Issuing Lender.

                  2.03 Letter of Credit Requests. Whenever the Borrower desires
that a Letter of Credit be issued hereunder for its account, the Borrower shall
have (x) executed and delivered to the Administrative Agent and the respective
Issuing Lender at least three Business Days prior to the issuance thereof (or
such shorter period as may be acceptable to the respective Issuing Lender), a
Letter of Credit Request in the form of Exhibit C attached hereto (each a
"Letter of Credit Request").

                  (a)      The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that (i) such Letter
of Credit may be issued in accordance with, and will not violate the
requirements of, Section 2.01(c) and (ii) the matters set forth in Section 7 are
true and correct in all material respects on the date thereof and the matters
set forth in Section 6 have been satisfied in accordance with the terms thereof.
Unless the respective Issuing Lender has determined or has received notice from
the Administrative Agent or any Lender before it issues a Letter of Credit that
one or more of the conditions specified in Section 6 are not then satisfied, or
that the issuance of such Letter of Credit would violate Section 2.01(c), then
such Issuing Lender may issue the requested Letter of Credit for the account of
the Borrower in accordance with such Issuing Lender's usual and customary
practices. Upon the issuance of, or modification or amendment to, any Letter of
Credit, the Issuing Lender thereof shall notify the Administrative Agent and the
Borrower, in writing, of such issuance, modification or amendment and such
notice shall be accompanied by a copy of such Letter of Credit, or modification
or amendment thereto, as the case may be. Upon receipt of such notice, the
Administrative Agent shall promptly notify each Lender, in writing of such
issuance, modification or amendment. Notwithstanding anything to the contrary
contained in this Agreement, in the event that a Lender Default exists, no
Issuing Lender shall be required to issue any Letter of Credit unless such
Issuing Lender has entered into arrangements satisfactory to it and the Borrower
to eliminate such Issuing Lender's risk with respect to the participation in
Letters of Credit by the Defaulting Lender or Lenders, including by cash
collateralizing such Defaulting Lender's or Lenders' Percentage or Percentages
of the Letter of Credit Outstandings.

                  2.04 Letter of Credit Participations. Immediately upon the
issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to each Lender, other than such
Issuing Lender (each such Lender, in its capacity under this Section 2.04, a
"Participant"), and each such Participant shall be deemed irrevocably

                                      -11-
<PAGE>

and unconditionally to have purchased and received from such Issuing Lender,
without recourse or warranty, an undivided interest and participation, to the
extent of such Participant's Percentage, in such Letter of Credit and each
drawing or payment made thereunder and the obligations of the Borrower under
this Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto. Upon any change in the Commitments or Percentages of the
Lenders pursuant to Section 1.13, 1.14, 3.02(b), 13.04 or 13.12(b), it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings with respect thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new Percentages of
the assignor and assignee Lender or of all Lenders, as the case may be.

                  (a)      In determining whether to pay under any Letter of
Credit, such Issuing Lender shall have no obligation relative to the other
Lenders other than to confirm that any documents required to be delivered under
such Letter of Credit have been delivered and that they substantially comply on
their face with the requirements of such Letter of Credit. Any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit shall not create for such Issuing Lender any resulting liability to
the Borrower or any other Lender, unless such action taken or omitted to be
taken was the result of gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final and non-appealable proceeding) of
such Issuing Lender.

                  (b)      In the event that any Issuing Lender makes any
payment under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Issuing Lender pursuant to Section
2.05(a), such Issuing Lender shall promptly notify the Administrative Agent,
which shall promptly notify each Participant of such failure, and each
Participant shall promptly and unconditionally pay to such Issuing Lender the
amount of such Participant's Percentage of such unreimbursed payment in Dollars
and in same day funds. If the Administrative Agent so notifies, prior to 11:00
A.M. (New York City time) on any Business Day, any Participant required to fund
a payment under a Letter of Credit, such Participant shall make available to
such Issuing Lender in Dollars such Participant's Percentage of the amount of
such payment on such Business Day in same day funds. If and to the extent such
Participant shall not have so made its Percentage of the amount of such payment
available to such Issuing Lender, such Participant agrees to pay to such Issuing
Lender, forthwith on demand, such amount, together with interest thereon, for
each day from such date until the date such amount is paid to such Issuing
Lender at the overnight Federal Funds Rate for the first three days and at the
interest rate applicable to Base Rate Loans for each day thereafter. The failure
of any Participant to make available to such Issuing Lender its Percentage of
any payment under any Letter of Credit shall not relieve any other Participant
of its obligation hereunder to make available to such Issuing Lender its
Percentage of any payment with respect to any Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to such Issuing Lender such
other Participant's Percentage of any such payment.

                  (c)      Whenever any Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
Participant which has paid its Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate

                                      -12-
<PAGE>

amount funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

                  (d)      Upon the request of any Participant, the
Administrative Agent shall deliver to such Participant copies of any Letters of
Credit or modifications or amendments thereto and such other documentation as
may be reasonably requested by such Participant.

                  (e)      The obligations of the Participants to make payments
to each Issuing Lender with respect to Letters of Credit issued thereunder shall
be irrevocable and not subject to any qualification or exception whatsoever (the
respective Issuing Lender's only obligation being to confirm that any documents
required to be delivered under such Letter of Credit have been delivered and
that they substantially comply on their face with the requirements of such
Letter of Credit) and shall be made in accordance with the terms and conditions
of this Agreement under all circumstances, including, without limitation, any of
the following circumstances:

                  (i)      any lack of validity or enforceability of this
Agreement or any of the other Credit Documents;

                  (ii)     the existence of any claim, setoff, defense or other
right which the Borrower or any of its Subsidiaries may have at any time against
a beneficiary named in a Letter of Credit, any transferee of any Letter of
Credit (or any Person for whom any such transferee may be acting), the
Administrative Agent, any Participant, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying
transaction between any Borrower and the beneficiary named in any such Letter of
Credit);

                  (iii)    any draft, certificate or any other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;

                  (iv)     the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Credit Documents; or

                  (v)      the occurrence of any Default or Event of Default.

                  2.05 Agreement to Repay Letter of Credit Drawings. The
Borrower hereby agrees to reimburse the respective Issuing Lender, by making
payment in Dollars to the Administrative Agent at the Payment Office in
immediately available funds for the account of such Issuing Lender, for any
payment or disbursement made by such Issuing Lender under any Letter of Credit
(each such amount so paid until reimbursed, an "Unpaid Drawing"), within one
Business Day following the Issuing Lender's or the Administrative Agent's notice
to the Borrower of such payment or disbursement (provided that any such notice
shall be deemed to have been given on a certain day only if given before 11:00
A.M. (New York City time) on such day), with interest on the amount so paid or
disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00
Noon (New York City time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but excluding the date such Issuing
Lender was reimbursed by the Borrower therefor at a rate per annum which shall
be the Base Rate in effect from time to time plus the Applicable Margin,
provided, however, to the extent

                                      -13-
<PAGE>

such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the
second Business Day following notice by the Issuing Lender to the Borrower of
such payment or disbursement, interest shall thereafter accrue on the amounts so
paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower)
at a rate per annum which shall be the Base Rate in effect from time to time
plus the Applicable Margin plus 2%, in each such case, with interest to be
payable by the Borrower on demand (it being understood that the Borrower may
simultaneously incur Loans in accordance with Section 1.01 and 1.03, in order to
repay such Unpaid Drawing).

                  (a)      The obligations of the Borrower under this Section
2.05 to reimburse the respective Issuing Lender with respect to drawings on
Letters of Credit (including interest thereon) (each, a "Drawing") shall be
absolute and unconditional under any and all circumstances and irrespective of
(i) any setoff, counterclaim or defense to payment which the Borrower may have
or have had against any Lender (including in its capacity as issuer of the
Letter of Credit or as Participant), (ii) any draft, certificate or any other
document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect or (iii) any nonapplication or misapplication by the
beneficiary of the proceeds of such Drawing. It being understood that, the
respective Issuing Lender's only obligation to the Borrower being to confirm
that any documents required to be delivered under such Letter of Credit have
been delivered and that they substantially comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by any Issuing Lender under or in connection with any Letter of Credit if taken
or omitted in the absence of gross negligence or willful misconduct, as
determined by a court of competent jurisdiction in a final and non-appealable
proceeding, shall not create for such Issuing Lender any resulting liability to
the Borrower.

                  2.06 Increased Costs. If at any time after the date of this
Agreement, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing Lender or
any Participant with any request or directive by any such authority (whether or
not having the force of law), or any change in generally acceptable accounting
principles, shall either (i) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against Letters of Credit
issued by any Issuing Lender or participated in by any Participant, or (ii)
impose on any Issuing Lender or any Participant any other conditions relating,
directly or indirectly, to this Agreement, any Letter of Credit; and the result
of any of the foregoing is to increase the cost to any Issuing Lender or any
Participant of issuing, maintaining or participating in any Letter of Credit or
reduce the amount of any sum received or receivable by any Issuing Lender or any
Participant hereunder or reduce the rate of return on its capital with respect
to Letters of Credit (except for changes in the rate of tax on, or determined by
reference to, the net income or net profits of such Issuing Lender or such
Participant pursuant to the laws of the jurisdiction in which it is organized or
in which its principal office or applicable lending office is located or any
subdivision thereof or therein), then, upon demand to the Borrower by such
Issuing Lender or any Participant (a copy of which demand shall be sent by such
Issuing Lender or such Participant to the Administrative Agent), the Borrower
agrees to pay to such Issuing Lender or such Participant such additional amount
or amounts as will compensate such Lender for such increased cost or reduction
in the amount receivable or reduction on the rate of return on its capital. Any
Issuing

                                      -14-
<PAGE>

Lender or any Participant, upon determining that any additional amounts will be
payable pursuant to this Section 2.06, will give prompt written notice thereof
to the Borrower, which notice shall include a certificate submitted to the
Borrower by such Issuing Lender or such Participant (a copy of which certificate
shall be sent by such Issuing Lender or such Participant to the Administrative
Agent), setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Issuing Lender or such
Participant. The certificate required to be delivered pursuant to this Section
2.06 shall, and absent manifest error, be final and conclusive and binding on
the Borrower.

                  SECTION 3. Commitment Commission; Fees; Reductions of
Commitment.

                  3.01 Fees. The Borrower agrees to pay to the Administrative
Agent for distribution to each Non-Defaulting Lender a commitment commission
(the "Commitment Commission") for the period from the Effective Date to but
excluding the Maturity Date (or such earlier date as the Total Commitment shall
have been terminated), computed at a rate per annum equal to the Applicable
Commitment Commission Percentage on the Unutilized Commitment of each such
Non-Defaulting Lender as in effect from time to time. Accrued Commitment
Commission shall be due and payable quarterly in arrears on each Quarterly
Payment Date and at maturity (whether by acceleration or otherwise) or such
earlier date upon which the Total Commitment is terminated and after such date,
upon demand.

                  (a)      The Borrower agrees to pay to the Administrative
Agent for pro rata distribution to each Non-Defaulting Lender (based on each
such Lender's respective Percentage) a fee in respect of each Letter of Credit
(the "Letter of Credit Fee") for the period from and including the date of
issuance of such Letter of Credit to and including the date of termination or
expiration of such Letter of Credit, computed at a rate per annum equal to the
Applicable Margin as in effect from time to time with respect to Eurodollar
Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter
of Credit Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and upon the first day on or after the termination of the Total
Commitment upon which no Letters of Credit remain outstanding.

                  (b)      The Borrower agrees to pay to the respective Issuing
Lender, for its own account, a facing fee in respect of each Letter of Credit
issued for its account hereunder (the "Facing Fee") for the period from and
including the date of issuance of such Letter of Credit to and including the
date of termination or expiration of such Letter of Credit, computed at a rate
per annum equal to 1/8 of 1% on the daily Stated Amount of such Letter of
Credit, provided that in any event the minimum amount of Facing Fees payable in
any twelve-month period for each Letter of Credit shall be not less than $500;
it being agreed that, on the date of issuance of any Letter of Credit and on
each anniversary thereof prior to the termination or expiration of such Letter
of Credit, if $500 will exceed the amount of Facing Fees that will accrue with
respect to such Letter of Credit for the immediately succeeding twelve-month
period, the full $500 shall be payable on the date of issuance of such Letter of
Credit and on each such anniversary thereof. Except as otherwise provided in the
proviso to the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and on the date
upon which the Total Commitment has been terminated and all Letters of Credit
have been terminated in accordance with their terms.

                                      -15-
<PAGE>

                  (c)      The Borrower agrees to pay, upon each drawing under,
issuance of, or amendment to any Letter of Credit, such amount as shall at the
time of such event be the administrative charge and out-of-pocket expenses which
the respective Issuing Lender customarily imposes in connection with such
occurrence with respect to letters of credit, as the case may be.

                  (d)      The Borrower agrees to pay to the Administrative
Agent, for its own account, such other fees as have been agreed to in writing by
the Borrower and the Administrative Agent.

                  3.02 Optional Commitment Reductions. Upon three Business Days'
prior notice from a Responsible Officer of the Borrower to the Administrative
Agent at the Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), the Borrower shall have the right, at any time
or from time to time, without premium or penalty, to terminate the Total
Unutilized Commitment in whole or reduce it in part, pursuant to this Section
3.02(a), in an integral multiple of $5,000,000, provided that each such
reduction shall apply proportionately to permanently reduce the Commitment of
each Lender.

                  (a)      In connection with the Borrower's rights under
Section 1.14 or 13.12(b), the Borrower may upon ten Business Days' prior written
notice to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders) terminate
the Commitment of such Lender so long as all Loans, together with accrued and
unpaid interest, Fees and all other amounts, owing to such Lender are repaid
concurrently with the effectiveness of such termination pursuant to Section
4.01(b) (at which time Schedule I shall be deemed modified to reflect such
changed amounts), and at such time, such Lender shall no longer constitute a
"Lender" for purposes of this Agreement, except with respect to indemnifications
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06,
4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

                  3.03 Mandatory Reduction of Commitments. The Total Commitment
(and the Commitment of each Lender) shall terminate in its entirety on December
31, 2003 unless this Agreement has been executed and delivered by all of the
parties hereto and the Effective Date has occurred.

                  (a)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Commitment (and the
Commitment of each Lender) shall terminate in its entirety on the Maturity Date.

                  SECTION 4. Prepayments; Payments; Taxes.

                  4.01 Voluntary Prepayments. The Borrower shall have the right
to prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) a Responsible
Officer of the Borrower shall give the Administrative Agent prior to 12:00 Noon
(New York City time) at the Notice Office (x) at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing) of the
Borrower's intent to prepay Base Rate Loans and (y) at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
of their intent to prepay

                                      -16-
<PAGE>

Eurodollar Loans, the amount of such prepayment and the Types of Loans to be
prepaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, which notice the Administrative Agent shall
promptly transmit to each of the Lenders; (ii) each prepayment shall be in an
aggregate principal amount of at least $1,000,000, provided that if any partial
prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the
outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less
than the Minimum Borrowing Amount applicable thereto, then such Borrowing may
not be continued as a Borrowing of Eurodollar Loans and any election of an
Interest Period with respect thereto given by the Borrower shall have no force
or effect; and (iii) each prepayment in respect of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans, provided that at the
Borrowers' election in connection with any prepayment of Loans pursuant to this
Section 4.01(a), such prepayment shall not, so long as no Default or Event of
Default then exists, be applied to the prepayment of Loans of a Defaulting
Lender.

                  (a)      In connection with rights of the Borrower under
Section 1.14 or 13.12(b), the Borrower may, upon ten Business Days' prior
written notice to the Administrative Agent at the Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Lenders) repay
all Loans, together with accrued and unpaid interest, Fees, and other amounts
owing to such Lender so long as the Commitment of such Lender is terminated
concurrently with such repayment pursuant to Section 3.02(b) (at which time
Schedule I shall be deemed modified to reflect the changed Commitments).

                  4.02 Mandatory Repayments and Cash Collateralizations. (a) On
any day on which the sum of (i) the aggregate outstanding principal amount of
all Loans (after giving effect to all other repayments thereof on such date) and
(ii) the aggregate amount of all Letter of Credit Outstandings (after giving
effect to all other repayments thereof on such date) exceeds Total Commitment as
then in effect, the Borrower agrees to prepay on such day the principal of Loans
in an amount equal to such excess. If, after giving effect to the prepayment of
all outstanding Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the Total Commitment as then in effect, the Borrower agrees to pay to
the Administrative Agent at the Payment Office on such date an amount of cash
equal to the amount of such excess (up to a maximum amount equal to the Letter
of Credit Outstandings at such time), such cash to be held as security for all
obligations of the Borrower to Lenders hereunder in a cash collateral account to
be established by the Administrative Agent on terms reasonably satisfactory to
the Administrative Agent.

                  (b)      With respect to each repayment of Loans required by
Section 4.02(a), the Borrower may designate the Types of Loans which are to be
repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar
Loans pursuant to Section 4.02(a) may only be made on the last day of an
Interest Period applicable thereto unless all Eurodollar Loans with Interest
Periods ending on such date of required repayment and all Base Rate Loans have
been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
Loans required by Section 4.02(a) shall be applied pro rata among such Loans. In
the absence of a designation by the Borrower as described in the preceding
sentence, the Administra-

                                      -17-
<PAGE>

tive Agent shall, subject to the above, make such designation in its sole
discretion with a view, but no obligation, to minimize breakage costs owing
under Section 1.11.

                  (c)      In addition to any other mandatory repayments
required pursuant to this Section 4.02, all then outstanding Loans shall be
repaid in full on the Maturity Date.

                  4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any Revolving
Note shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York City time) on the
date when due and shall be made in Dollars in immediately available funds at the
Payment Office. Any payments received by the Administrative Agent after such
time shall be deemed to have been received on the next Business Day. Whenever
any payment to be made hereunder or under any Revolving Note shall be stated to
be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable at the applicable rate during such
extension.

                  4.04 Net Payments. (a) All payments made by the Borrower
hereunder or under any Revolving Note will be made without setoff, counterclaim
or other defense. Except as provided in Section 4.04(b), all such payments will
be made free and clear of, and without deduction or withholding for, any present
or future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect thereto (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Agreement or
under any Revolving Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such
Revolving Note. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, the Borrower agrees to reimburse each Lender, upon the
written request of such Lender, for taxes imposed on or measured by the net
income or net profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located and for any withholding or similar taxes as such Lender shall
determine are payable by, or withheld from, such Lender but only in respect of
such amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment or other documentary proof providing
evidence of such payment that is satisfactory to the Administrative Agent of any
Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless each

                                      -18-
<PAGE>

Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender.

                  (b)      Each Lender that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Internal Revenue Code) agrees
to deliver to the Borrower and the Administrative Agent on or prior to the
Effective Date, or in the case of a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the
respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Revolving
Note, or (ii) if the Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Internal Revenue Code and cannot deliver either Internal
Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption
under an income tax treaty) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying to such Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments of interest to be made under this Agreement and under any Revolving
Note. In addition, each Lender agrees that from time to time after the Effective
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect
to the benefits of any income tax treaty), or Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or establish
the entitlement of such Lender to a continued exemption from or reduction in
United States withholding tax with respect to payments under this Agreement and
any Revolving Note, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate,
in which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for
U.S. Federal income tax purposes to the extent that such Lender has not provided
to the Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrower shall not be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to
a Lender, or to indemnify, hold harmless or reimburse such Lender, in respect of
income or similar taxes imposed by the United States if (I) such Lender has not
provided to the Borrower the Internal Revenue Service Forms required to be
provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of
a payment, other than interest, to a Lender described in clause (ii) above, to
the extent that such forms do not establish a complete exemption from
withholding of such taxes.

                                      -19-
<PAGE>

Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 4.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Taxes
(except for changes in the rate of tax on, or determined by reference to, the
net income or net profits of such Lender pursuant to the laws of the
jurisdiction in which it is organized or in which its principal office or
applicable lending office is located or any subdivision thereof or therein
provided that this parenthetical exception shall not apply for purposes of
applying the fourth sentence of Section 4.04(a)).

                  SECTION 5.Conditions Precedent to the Effective Date. The
occurrence of the Effective Date pursuant to Section 13.10 is subject to the
satisfaction of the following conditions:

                  5.01 Execution of Agreement; Revolving Notes. On or prior to
the Effective Date (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there shall have been delivered to the
Administrative Agent for the account of each Lender that has requested same, the
appropriate Revolving Note executed by the Borrower, in each case in the amount,
maturity and as otherwise provided herein.

                  5.02 Officer's Certificate. On the Effective Date, the
Administrative Agent shall have received a certificate, dated the Effective
Date, and signed on behalf of the Borrower by a Responsible Officer, stating
that all conditions in Sections 5.05, 5.07 and 6.02 have been satisfied on such
date.

                  5.03 Opinions of Counsel. The Administrative Agent shall have
received legal opinions addressed to each Agent and the Lenders from (i) New
York counsel opinion of Baker Botts LLP, (ii) the Deputy General Counsel of
CenterPoint Energy and (iii) local counsel opinion of Baker Botts LLP, and, in
each case covering matters, reasonably acceptable to the Administrative Agent
including, without limitation, (x) a no-conflicts opinion as to (1) the
Indebtedness of any Credit Party which will remain outstanding of the Effective
Date (if any) and (2) the CNP Credit Agreement, the RRI Option Agreement and any
other material contracts of CenterPoint Energy and any material contracts of
Parent or its subsidiaries, (y) title, perfection and priority of the security
interests securing the Bond and (z) and such other matters incident to the
transactions contemplated hereby as the Administrative Agent may reasonably
request.

                  5.04 Corporate Documents; Proceedings; etc. On the Effective
Date, the Administrative Agent shall have received from each Credit Party, a
certificate, dated the Effective Date, signed by a Responsible Officer of such
Credit Party, and attested to by the Secretary or Assistant Secretary of such
Credit Party, in the form of Exhibit F with appropriate insertions, together
with copies of (i) the certificate of incorporation and by-laws (or equivalent
organizational documents), (ii) long-form good standing certificates (or
equivalent thereof) of such Credit Party and (iii) the resolutions of such
Credit Party referred to in such certificate, and the foregoing shall be in form
and substance reasonably acceptable to the Administrative Agent.

                                      -20-
<PAGE>

                  (a)      All corporate, partnership, limited liability company
and legal proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received all information and copies of
all documents and papers, including governmental approvals, good standing
certificates and bring-down telegrams, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate or governmental
authorities.

                  5.05 (a) Security Documents. On the Effective Date, the
Borrower shall have duly authorized, executed and delivered the Pledge Agreement
in the form of Exhibit G (as modified, supplemented or amended from time to
time, the "Pledge Agreement") and shall have delivered to the Collateral Agent,
as pledgee thereunder, the Pledge Agreement Collateral, and the Pledge Agreement
shall be in full force and effect.

                  (b)      Indenture. On the Effective Date, the Borrower and
the Trustee shall have duly authorized, executed and delivered the Indenture,
dated December 23, 2003 made by the Borrower in favor of JPMorgan Chase Bank as
Trustee in the form of Exhibit H (as modified, supplemented or amended from time
to time the "Indenture") covering all of the Borrower's present and future
Indenture Collateral, together with:

                  (i)      proper Financing Statements (Form UCC-1 or the
         appropriate equivalent) fully executed for filing under the UCC of each
         jurisdiction as may be necessary or, in the opinion of the Collateral
         Agent, desirable to perfect the security interests purported to be
         created by the Indenture;

                  (ii)     certified copies of Requests for Information or
         Copies (Form UCC-11), or equivalent reports, listing all effective
         Financing Statements that name the Parent or any of its Subsidiaries,
         in each case as debtor and that are filed in the jurisdictions referred
         to in clause (1) above, together with copies of such other Financing
         Statements filed in any other jurisdiction that name the Parent or any
         of its Subsidiaries as debtor (none of which shall cover the Indenture
         Collateral except to the extent evidencing Permitted Liens);

                  (iii)    evidence of the completion of all other recordings
         and filings of, or with respect to, the Indenture as may be necessary
         or, in the reasonable opinion of the Collateral Agent, desirable to
         effectively to create a valid and enforceable first priority mortgage
         Lien and otherwise perfect the security interests purported to be
         created by the Indenture; and

                  (iv)     evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable to perfect and
         protect the security interests purported to be created by the Indenture
         have been taken;

and the Indenture shall be in full force and effect.

                  5.06 Guaranties. On the Effective Date, each Guarantor shall
have duly authorized, executed and delivered the Guaranty and the Guaranty shall
be in full force and effect.

                                      -21-
<PAGE>

                  5.07 Adverse Change; Governmental and Third Party Approvals;
etc. (a) Since December 31, 2002, nothing shall have occurred (and neither the
Administrative Agent nor any Lender shall have become aware of any facts or
conditions not previously known) which the Administrative Agent or the Required
Lenders shall determine could reasonably be expected to have a Material Adverse
Effect.

                  (b)      On or prior to the Effective Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection with the transactions contemplated by the Credit Documents and
otherwise referred to herein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which in the reasonable judgment of the
Administrative Agent or the Required Lenders restrains, prevents or imposes
materially adverse conditions upon the consummation of the transactions
contemplated by the Credit Documents. Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon the making of any Loan, issuance of
any Letter of Credit or the consummation of the transactions contemplated by the
Credit Documents.

                  (c)      On the Effective Date, no consents or approvals shall
be required to be obtained by CenterPoint Energy or any of its Affiliates or any
Credit Party or any of their Affiliates from (i) the lenders under CenterPoint
Energy's senior credit agreement, dated as of October 7, 2003 and agented by
JPMorgan Chase (as in effect on the Effective Date, the "CNP Credit Agreement")
or (ii) the holders of any option under the RRI Option Agreement, dated as of
December 31, 2000 between CenterPoint Energy (as successor in interest to
Reliant Energy Incorporated) and Reliant Resources Inc. (as in effect on the
Effective Date, the "RRI Option Agreement"), in each case, in connection with
the entering into of (1) this Agreement (and the incurrence of Loans hereunder),
(2) any Security Document (and the granting of Liens thereunder) or (3) any of
the other Credit Document or any other documents referred to therein or herein
(and any transaction contemplated hereby or thereby).

                  5.08 Litigation. On the Effective Date, no litigation by any
entity (private or governmental) shall be pending or threatened with respect to
this Agreement, any other Credit Document or any other documentation executed in
connection herewith and therewith or the transactions contemplated hereby and
thereby, or which the Administrative Agent or the Required Lenders shall
determine has had, or could reasonably be expected to have, a Material Adverse
Effect.

                  5.09 Financial Statements; Projections. On or prior to the
Effective Date, there shall have been delivered to the Administrative Agent and
each Lender (i) true and correct copies of the historical financial statements
referred to in Section 7.05(a) and (ii) detailed projected consolidated
financial statements of the Parent and its Subsidiaries for the period through
December 31, 2008 (the "Projections"), which Projections and historical
financial statements shall (x) in the case of the Projections, reflect the
forecasted financial condition and results of operations of the Parent and its
Subsidiaries after giving effect to the transactions contemplated hereby and by
the other Credit Documents and (y) in each case, be in form and substance
reasonably satisfactory to the Administrative Agent and the Required Lenders.

                                      -22-
<PAGE>

                  5.10 Fees, etc. On the Effective Date, all costs, fees and
expenses (including, without limitation, the reasonable legal fees and expenses
of White & Case LLP) payable to the Lead Arranger, the Agents and the Lenders
shall have been paid to the extent due.

                  5.11 Insurance. On or prior to the Effective Date, the
Administrative Agent shall have received evidence of insurance maintained by the
Parent and its Subsidiaries with responsible and reputable insurance companies
or associations in such amounts, subject to customary self-insurance, and
covering such risks as is customarily carried by companies engaged in the
electric generation industry with similar assets in similar areas which the
Parent and such Subsidiaries operate which insurance shall name the Trustee as
an additional insured and/or loss payee and shall state that such insurance
shall not be cancelled without at least 30 days' prior written notice to the
Trustee.

                  SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Lender to make Loans (including Loans made on the Effective
Date), and the obligation of an Issuing Lender to issue any Letter of Credit, is
subject, at the time of each such Credit Event, to the satisfaction of the
following conditions:

                  6.01 Effective Date. The Effective Date shall have occurred.

                  6.02 No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

                  6.03 (a) Notice of Borrowing; Letter of Credit Request. Prior
to the making of each Loan, the Administrative Agent shall have received the
notice required by Section 1.03(a).

                  (b)      Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03.

The acceptance of the benefit of each Credit Event shall constitute a
representation and warranty by the Borrower to the Agents and each of the
Lenders that all the conditions specified (x) in the case of Credit Events
occurring on the Effective Date, in Section 5 and (y) in the case of Credit
Events occurring on or after the Effective Date, in this Section 6 and
applicable to such Credit Event have been satisfied as of that time. All of the
Revolving Notes, certificates, legal opinions and other documents and papers
referred to in Section 5 and in this Section 6, unless otherwise specified,
shall be delivered to the Administrative Agent at the Notice Office for the
account of each of the Lenders and, except for the Revolving Notes, in
sufficient counterparts or copies for each of the Lenders and shall be in form
and substance reasonably satisfactory to the Lenders.

                  SECTION 7. Representations, Warranties and Agreements. In
order to induce the Lenders to enter into this Agreement and to make the Loans,
and issue (or participate in) the

                                      -23-
<PAGE>

Letters of Credit as provided herein, each Credit Party makes the following
representations, warranties and agreements, in each case after giving effect to
the occurrence of the Effective Date, all of which shall survive the execution
and delivery of this Agreement and the Revolving Notes and the making of the
Loans and issuance of the Letters of Credit, with the occurrence of each Credit
Event on or after the Effective Date being deemed to constitute a representation
and warranty that the matters specified in this Section 7 are true and correct
in all material respects on and as of the Effective Date and on the date of each
such Credit Event (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date).

                  7.01 Corporate Status. Each Credit Party and each of its
Subsidiaries (i) is a duly organized and validly existing corporation, limited
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its organization, (ii) has the corporate,
limited partnership or limited liability company power and authority, as the
case may be, to own its property and assets and to transact the business in
which it is engaged and presently proposes to engage and (iii) is duly qualified
as a foreign corporation, limited partnership or limited liability company, as
the case may be, and is authorized to do business and is in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualifications, except, in the case of
preceding clause (iii), in those jurisdictions where the failure to be so
qualified could not reasonably be expected to, either individually or in the
aggregate, have a Material Adverse Effect.

                  7.02 Corporate Power and Authority. Each Credit Party has the
corporate, limited partnership or limited liability company power and authority,
as the case may be, to execute, deliver and carry out the terms and provisions
of each of the Credit Documents to which it is party and has taken all necessary
corporate, limited partnership or limited liability company action, as the case
may be, to authorize the execution, delivery and performance by it of each
Credit Document to which it is a party. Each Credit Party has duly executed and
delivered each Credit Document to which it is party and each such Credit
Document constitutes the legal, valid and binding obligation of such Credit
Party enforceable in accordance with its terms, except to the extent that the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
by equity principles (regardless of whether enforcement is sought in equity or
at law).

                  7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party of any Credit Document to which it is a party,
nor compliance by it with any of the terms and provisions thereof, (i) will
contravene any provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will conflict or be inconsistent with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien (except pursuant to the Security Documents) upon (x) any property or
asset of such Credit Party or any of its Subsidiaries pursuant to the terms of
any indenture, mortgage, deed of trust, credit agreement, loan agreement or any
other material agreement, contract or instrument to which such Credit Party or
any of its Subsidiaries is a party or by which it or any of their respective
property or assets are bound or to which it may be subject or (y) under the CNP
Credit Agreement or the RRI Option Agreement or (iii) will violate

                                      -24-
<PAGE>

any provision of the articles of incorporation or by-laws (or equivalent
organizational documents) of such Credit Party or any of its Subsidiaries.

                  7.04 Governmental Approvals. No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with (except as have been obtained or made and are listed in Schedule III
attached hereto, if any, and except for any filings of financing statements,
mortgages and other documents required by the Security Documents, all of which
have been made), or exemption by, any governmental or public body or authority,
or any subdivision thereof, is required to authorize, or is required in
connection with, (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
such Credit Document.

                  7.05 (a) Financial Statements; Financial Condition. The
statements of Consolidated financial condition of the Parent and its
Subsidiaries for the fiscal year ending December 31, 2002 and the nine-month
period ending September 30, 2003 and the related Consolidated statements of
income and cash flows of the Parent and its Subsidiaries for the fiscal year and
nine-month period ended on such dates, as the case may be (which (x) in the case
of the financial statements for the fiscal year ended on December 31, 2002, have
been certified by nationally recognized independent certified public accountants
satisfactory to the Administrative Agent and (y) in the case of all such
financial statements, have heretofore been furnished to the Lenders), fairly
present, in all material respects, the Consolidated financial condition of the
Parent and its Subsidiaries as at such dates and the Consolidated results of the
operations of the Parent and its Subsidiaries for the periods ended on such
dates, all in accordance with generally accepted accounting principles
consistently applied, except for the inclusion of detailed footnotes and subject
to year-end audit adjustments.

                  (b)      Since December 31, 2002, there has been no Material
Adverse Change.

                  7.06 Litigation. There is no pending or threatened action,
suit, investigation, litigation or proceeding, including, without limitation,
any Environmental Action, affecting any Credit Party or any of its Subsidiaries
before any court, agency of any Governmental Authority, or arbitrator that (i)
could reasonably be expected to have a Material Adverse Effect or (ii) purports
to affect the legality, validity or enforceability of this Agreement or any
other Credit Document or the consummation of the transactions contemplated
hereby.

                  7.07 True and Complete Disclosure. All written information
heretofore furnished by or on behalf of any Credit Party to the Administrative
Agent or any Lender for purposes of or in connection with this Agreement, any
Credit Document or any transaction contemplated hereby or thereby is, and all
such information hereafter furnished by or on behalf of any Credit Party to the
Administrative Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is stated in the light of the
circumstances under which such information was provided (as modified or
supplemented by other information so furnished, when taken together as a whole
as of the date so stated); provided, that, with respect to the Projections, such
Credit Party represents only that such information was prepared in good faith
based on assumptions believed to be reasonable at the time, it being recognized
by the Lenders that such Projections as to future events are not to be viewed as
facts and that actual results during the period or periods covered by any such
projections may differ from the projected results. Each

                                      -25-
<PAGE>

Credit Party has disclosed to the Administrative Agent any and all facts
specific to such Credit Party and its Subsidiaries and known as of the Effective
Date to a Responsible Officer of such Credit Party that could reasonably be
expected to result in a Material Adverse Effect or which could reasonably be
expected to result in a Material Adverse Change.

                  7.08 Use of Proceeds; Margin Regulations. All proceeds of
Loans shall be used (i) to pay fees and expenses incurred in connection with
this Agreement and the other Credit Documents and (ii) for the Borrower's and
its Subsidiaries' ongoing working capital and general corporate purposes
(including, without limitation, the repayment of intercompany loans).

                  (a)      No Credit Party is engaged in the business of
extending credit for the purpose of purchasing or carrying Margin Stock, and no
proceeds of any Loan will be used to purchase or carry any Margin Stock or to
extend credit to others for the purpose of purchasing or carrying any Margin
Stock.

                  7.09 Tax Returns and Payments. Each of Parent and each of its
Subsidiaries has timely filed or caused to be timely filed with the appropriate
taxing authority all federal and state income tax returns and all other material
tax returns, statements, forms and reports for taxes, domestic and foreign (the
"Returns") required to be filed by, or with respect to the income, properties or
operations of, Parent and/or any of its Subsidiaries, except to the extent
failure to make such filings could not reasonably be expected to have a Material
Adverse Effect. The Returns accurately reflect in all material respects all
liability for taxes of Parent and its Subsidiaries for the periods covered
thereby. Each of Parent and each of its Subsidiaries has paid all taxes and
assessments payable, other than those that are being contested in good faith and
adequately disclosed and fully provided for on the financial statements of
Parent and its Subsidiaries in accordance with GAAP, except to the extent
failure to make such payment could not reasonably be expected to have a Material
Adverse Effect. There is no material action, suit, proceeding, investigation,
audit or claim now pending or, to the best knowledge of Parent or any of its
Subsidiaries, threatened by any authority regarding any taxes relating to Parent
or any of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect. Neither Parent nor any of its Subsidiaries has entered into an
agreement or waiver or been requested to enter into an agreement or waiver
extending any statute of limitations relating to the payment or collection of
taxes of Parent or any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect.

                  7.10 Compliance with ERISA. Each Credit Party and each of its
Subsidiaries are in compliance with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities (including, without
limitation, Environmental Laws and ERISA and the rules and regulations
thereunder), and have obtained and are in compliance with, all Environmental
Permits required for the operation of the Borrower's business except for any
non-compliance that could not reasonably be expected to have a Material Adverse
Effect. No ERISA Event has occurred which could reasonably be expected to have a
Material Adverse Effect. No Plan has an Unfunded Current Liability which, when
added to the aggregate amount of Unfunded Current Liabilities with respect to
all other Plans, could reasonably be expected to have a Material Adverse Effect.

                                      -26-
<PAGE>

                  7.11 Solvency. On the Effective Date and after giving effect
to the Loans incurred thereon, the transactions and financings contemplated
hereby and by each of the other Credit Documents, (i) the Borrower on a stand
alone basis and (ii) each of the Parent and its Subsidiaries taken as a whole
is, in each case Solvent.

                  7.12 Security Documents.

                  (a)      The security interests created in favor of the
Collateral Agent for the benefit of the Lenders under the Pledge Agreement
constitute first priority perfected security interests in the Pledge Agreement
Collateral subject to no Lien of any other Person. No consents, filings or
recordings are required in order to perfect, and/or maintain the perfection and
priority of, the security interests purported to be created by the Pledge
Agreement.

                  (b)      The Indenture creates, in favor of the Trustee for
the benefit of the Collateral Agent on behalf of the Lenders, a valid and
enforceable perfected first priority security interest in and Lien on all of the
Indenture Collateral, as may be perfected by the filing of the Indenture (and
related UCC fixture filings), superior to and prior to the rights and Liens
(other than Permitted Liens) of all third Persons and subject to no other Liens
other than Permitted Liens. No consents, filings or recordings are required to
maintain the perfection and priority of the security interests purported to be
created by the Indenture. At the time of the granting of any security interests
pursuant to the Indenture the Borrower thereunder has good and marketable title
to all Indenture Collateral referred to therein free and clear of all Liens
(other than Permitted Liens).

                  7.13 Compliance with Statutes, etc. The Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of their business and the
ownership of their property, except such noncompliances as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  7.14 Investment Company Act. No Credit Party nor any
Subsidiary of any Credit Party is an "investment company" as defined in, or
otherwise subject to regulation under, the Investment Company Act of 1940, as
amended. Neither the execution, delivery or performance by any Credit Party of
any Credit Document to which it is a party, nor compliance by it with any of the
terms and provisions thereof will violate any regulation under the Public
Utility Holding Company Act of 1935, as amended or any order or approval issued
in connection therewith.

                  7.15 Environmental Matters. There are no facts, circumstances
or conditions relating to the past or present business or operations of each
Credit Party or any of its Subsidiaries or any of their predecessors (including
the disposal of any wastes, hazardous substances or other materials), or to any
Real Property at any time owned, leased or operated by any of them, that could
reasonably be expected (i) to give rise to any Environmental Action which could
reasonably be expected to have a Material Adverse Effect, or (ii) to subject any
Real Property owned, leased or operated by each Credit Party or any of its
Subsidiaries to any restrictions on the ownership, lease, occupancy, use or
transfer of such Real Property under any Environmental Law which could
reasonably be expected to have a Material Affect Effect.

                                      -27-
<PAGE>

                  7.16 Existing Indebtedness. On the Effective Date (after
giving effect to the use of proceeds from the Loans made on such date), the
Parent and its Subsidiaries shall have no (x) outstanding Indebtedness for
Borrowed Money (including, without limitation, intercompany Indebtedness for
Borrowed Money) or (y) preferred equity, in each case, except as set forth on
Schedule IV hereto.

                  SECTION 8. Affirmative Covenants. Each Credit Party hereby
covenants and agrees that on and after the Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Revolving
Notes and Unpaid Drawings (in each case together with interest thereon), Fees
and all other Obligations (other than indemnities described in Section 13.13
which are not then due and payable) incurred hereunder and thereunder, are paid
in full:

                  8.01 Information Covenants. The Parent and the Borrower shall
furnish to each Lender:

                  (a)      as soon as practicable and in any event within 60
days after the end of each of the first three quarters of each fiscal year of
the Parent, unaudited Consolidated balance sheets of the Parent and its
Subsidiaries, prepared in conformity with GAAP consistently applied, as of the
end of such quarter and Consolidated statements of income and cash flows of the
Parent and its Subsidiaries, prepared in conformity with GAAP consistently
applied, for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, duly certified (subject to year-end audit
adjustments and the inclusion of abbreviated footnotes) by a Responsible Officer
of the Parent as having been prepared in accordance with GAAP and certificates
of a Responsible Officer of the Parent as to compliance with the terms of this
Agreement and setting forth in reasonable detail the calculations necessary to
demonstrate compliance with Sections 9.08 and 9.09 (which requirement may be
satisfied by delivering the Parent's quarterly report on Form 10-Q with respect
to such fiscal quarter as filed with the Securities and Exchange Commission);

                  (b)      as soon as practicable and in any event within 120
days after the end of each fiscal year of the Parent commencing 2003, a copy of
the annual audit report for such year for the Parent and its Subsidiaries,
containing Consolidated balance sheets of the Parent and its Subsidiaries as of
the end of such fiscal year and Consolidated statements of income and cash flows
of the Parent and its Subsidiaries for such fiscal year accompanied by an
opinion of an independent public accountants, in each case prepared in
conformity with GAAP consistently applied (which requirement may be satisfied by
delivering the Borrower's annual report on Form 10-K with respect to such fiscal
year as filed with the Securities and Exchange Commission) together with a
certificate of a Responsible Officer of the Parent identifying Significant
Subsidiaries determined with respect to such financial statements;

                  (c)      without duplication of any other certificate
described in Section 8.01(a), with each set of statements to be delivered
pursuant to Section 8.01(a) and (b) above, a certificate in a form reasonably
satisfactory to the Administrative Agent, signed by a Responsible Officer of the
Parent certifying compliance with Sections 9.08 and 9.09 and setting out in
reasonable detail the calculations necessary to demonstrate such compliance as
at the date of the most recent balance sheet included in such financial
statements and stating that no Default or Event of

                                      -28-
<PAGE>

Default has occurred and is continuing or, if there is any Default or Event of
Default, describing it and the steps, if any, being taken to cure it.

                  (d)      as soon as practicable and in any event, within seven
Business Days after a Responsible Officer of the Borrower becomes aware of the
occurrence of each Default or Event of Default continuing on the date of such
statement, a statement of a Responsible Officer of the Borrower setting forth
details of such Default or Event of Default and the action that the Borrower has
taken and proposes to take with respect thereto;

                  (e)      within ten (10) days of the filing thereof, copies of
all periodic reports (other than (x) reports on Form 11-K or any successor form,
(y) current reports on Form 8-K that contain no information other than exhibits
filed therewith and (z) reports on Form 10-Q or 10-K or any successor forms)
under the Exchange Act (in each case other than exhibits thereto and documents
incorporated by reference therein)) filed by the Parent with the Securities and
Exchange Commission;

                  (f)      promptly after the commencement thereof, notice of
all actions and proceedings before any court, governmental agency or arbitrator
affecting the Borrower or any of its Subsidiaries of the type described in
Section 7.06;

                  (g)      within ten Business Days after any officer of a
Credit Party or any of its Subsidiaries obtains knowledge thereof, notice of any
of the following environmental matters, to the extent such matters individually
or in the aggregate could reasonably be expected to have a Material Adverse
Effect: (i) any claim against any Credit Party or any of its Subsidiaries, or
any Real Property owned, leased or occupied by any Credit Party or any of its
Subsidiaries, under any Environmental Law; (ii) any condition or occurrence that
results in noncompliance by any Credit Party or any of its Subsidiaries with
Environmental Law or that could reasonably be expected to form the basis of any
Environmental Action against, or to any liability on the part of any Credit
Party or any of its Subsidiaries under any Environmental Law; and (iii) any
condition or occurrence that could reasonably be expected to cause any Real
Property owned, leased or occupied by any Credit Party or any of its
Subsidiaries to be subject to any restrictions on the ownership, lease,
occupancy, use or transfer of such Real Property under any Environmental Law;
such notices shall describe in reasonable detail the nature of the claim,
threatened claim, notice of potential liability, condition or occurrence and the
Credit Party's or such Subsidiary's response thereto;

                  (h)      with reasonable promptness, upon the Borrower or any
ERISA Affiliate becoming aware of (A) the occurrence of any ERISA Event that
could, individually or in the aggregate, be reasonably expected to result in a
liability in excess of $50,000,000 to any Credit Party or any ERISA Affiliate or
that could reasonably be expected to have a Material Adverse Effect, or (B) a
Plan that has an Unfunded Current Liability which, when added to the aggregate
amount of Unfunded Current Liabilities with respect to all other Plans could
reasonably be expected to have a Material Adverse Effect, a written notice
specifying the nature thereof, what action the Credit Party or any ERISA
Affiliate has taken, is taking or proposes to take with respect thereto and,
when known, any action taken or threatened by the Internal Revenue Service, the
Department of Labor or the PBGC with respect thereto;

                                      -29-
<PAGE>

                  (i)      with reasonable promptness, copies of (a) all written
notices received by the Borrower or any ERISA Affiliate from a Multiemployer
Plan sponsor concerning an ERISA Event that could reasonably be expected to
result in a liability in excess of $50,000,000 or that could reasonably be
expected to have a Material Adverse Effect; and (b) such other documents or
governmental reports or filings relating to any Plan or Multiemployer Plan as
the Lenders shall reasonably request;

                  (j)      upon and after the receipt of any Debt Rating the
Borrower shall deliver to the Administrative Agent, notice of any change by S&P
or Moody's in such Debt Rating, promptly upon the effectiveness of any such
change (it being understood that a change in outlook status (e.g. watch status,
negative outlook status) is not a change in rating as contemplated hereby); and

                  (k)      such other information respecting the Parent or any
of its Subsidiaries as any Lender through the Administrative Agent may from time
to time reasonably request.

                  Information required to be delivered pursuant to this Section
8.01 shall be deemed to have been delivered on the date on which the
Administrative Agent receives such Information or notice (which notice the
Administrative Agent shall convey promptly to the Lenders) that such information
has been posted on the Securities and Exchange Commission website on the
internet at sec.gov/edgar/searches.htm or at another website identified in such
notice and accessible by the Lenders without charge; provided that such notice
may be included in a certificate delivered pursuant to Section 8.01(c).

                  8.02 Keeping of Books. Each Credit Party shall keep, and cause
each of its Subsidiaries to keep, proper books of record and account, in which
full and correct entries shall be made of all financial transactions and the
assets and business of such Credit Party and each such Subsidiary in accordance
with GAAP.

                  8.03 Maintenance of Insurance. Each Credit Party shall, and
shall cause each of its respective Subsidiaries to, maintain, insurance with
responsible and reputable insurance companies or associations in such amounts
and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties; provided, however, that any Credit
Party or its Subsidiaries may self-insure to the extent consistent with prudent
business practice.

                  8.04 Preservation of Existence, Etc. Each Credit Party shall
preserve and maintain, and cause each of its Subsidiaries to preserve and
maintain, its existence, rights (charter and statutory) and franchises, except
(other than in the case of the Borrower) to the extent such failure could not
reasonably be expected to have a Material Adverse Effect; provided, however,
that the Credit Parties and their Subsidiaries may consummate any merger or
consolidation permitted under Section 9.02 and provided further that no the
Credit Party nor any of its Subsidiaries shall be required to preserve any right
or franchise if the board of directors of the such Credit Party or such
Subsidiary shall determine that the preservation thereof is no longer desirable
in the conduct of the business of such Credit Party or such Subsidiary, as the
case may be, and that the loss thereof is not disadvantageous in any material
respect to such Credit Party, such Subsidiary or the Lenders.

                                      -30-
<PAGE>

                  8.05 Maintenance of Properties, Etc. Each Credit Party shall
maintain and preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties that are used or useful in the conduct of its
business in good working order and condition, ordinary wear and tear excepted;
provided, however, the foregoing shall not prohibit the Borrower from (i)
mothballing any of its generating units from time to time in its reasonable
commercial judgment if mothballing such units could not reasonably be expected
to have a Material Adverse Effect or (ii) failing to preserve or maintain any
such properties, the preservation and maintenance of which in the good faith
judgment of the Borrower is inadvisable or unnecessary to the business of the
Borrower or its Subsidiaries, taken as a whole and if the failure to so preserve
or maintain could not reasonably be expected to result in a Material Adverse
Effect.

                  8.06 Maintenance of Existing Business. Each Credit Party shall
maintain and preserve, and cause each of its respective Subsidiaries to maintain
and preserve, its fundamental business of being a company and/or an owner
(directly or indirectly) and operator of power generation facilities; provided,
however, the foregoing shall not prohibit the Borrower from mothballing any of
its generating units from time to time in its reasonable commercial judgment, if
the operation of such units in the good faith judgment of the Borrower is
inadvisable or unnecessary to the business of the Borrower and its Subsidiaries,
taken as a whole and if mothballing such units could not reasonably be expected
to have a Material Adverse Effect.

                  8.07 Compliance with Statutes, etc. Each Credit Party shall
comply, and cause each of its Subsidiaries to comply, with all applicable laws,
rules, regulations and orders, such compliance to include, without limitation,
compliance with ERISA, Environmental Laws and Environmental Permits, except to
the extent the failure to so comply could not reasonably be expected to have a
Material Adverse Effect. Each Credit Party shall pay, or cause to be paid, all
costs and expenses incurred in connection with such compliance, and shall keep
or cause to be kept all Real Property free and clear of any Liens imposed under
Environmental Laws, except to the extent failure to do so could not reasonably
be expected to have a Material Adverse Effect.

                  8.08 Visitation Rights. Each Credit Party shall, and shall
cause each of its Subsidiaries to, at any reasonable time and from time to time,
permit up to six representatives of the Lenders designated by the Required
Lenders, or representatives of the Agents, on not less than five (5) Business
Days' notice, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, such Credit Party and each
Subsidiary of such Credit Party and to discuss the general business affairs of
such Credit Party and each of its Subsidiaries with their respective officers
and independent certified public accountants; subject, however, in all cases to
the imposition of such reasonable conditions as such Credit Party and each of
its Subsidiaries shall deem necessary based on reasonable considerations of
safety and security; provided, however, that no Credit Party nor any of its
Subsidiaries shall be required to disclose to any Agent, any Lender or any
agents or representatives thereof any information which is the subject of
attorney-client privilege or attorney work-product privilege properly asserted
by the applicable Person to prevent the loss of such privilege in connection
with such information or which is prevented from disclosure pursuant to a
confidentiality agreement with third parties. Notwithstanding the foregoing,
none of the conditions precedent to the exercise of the right of access
described in the preceding sentence that relate to notice requirements or
limitations on the Persons permitted to exercise such right shall apply at any
time when a Default or an Event of Default shall have occurred.

                                      -31-
<PAGE>

                  8.09 Use of Proceeds. The Borrower shall use the proceeds of
each Credit Event for general corporate purposes, including the repayment of
intercompany obligations owed to CenterPoint Energy and its Subsidiaries,
capital expenditures and working capital of the Borrower and its Subsidiaries
and the repayment of commercial paper.

                  8.10 Payment of Taxes. Each Credit Party shall pay and
discharge, and cause each of its Subsidiaries to pay and discharge, before the
same shall become delinquent, (i) all taxes, assessments and governmental
charges or levies imposed upon it or upon its property and (ii) all lawful
claims that, if unpaid, might become a Lien upon its property or unless the
failure to pay could not reasonably be expected to result in a Material Adverse
Effect; provided, however, that no Credit Party nor any of its Subsidiaries
shall be required to pay or discharge any such tax, assessment, charge or claim
that is being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained in accordance with GAAP or unless the
failure to pay could not reasonably be expected to result in a Material Adverse
Effect.

                  8.11 Further Assurances. Each of the Credit Parties shall, and
shall cause each of its Subsidiaries to, at its own expense, make, execute,
endorse, acknowledge, file and/or deliver to the Collateral Agent from time to
time such vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
real property surveys, reports, landlord-lender agreements and other assurances
or instruments and take such further steps relating to the collateral covered by
any of the Security Documents as the Collateral Agent may reasonably require.
Furthermore, the Credit Parties shall cause to be delivered to the Collateral
Agent such opinions of counsel and other related documents as may be reasonably
requested by the Administrative Agent to assure themselves that this Section
8.11 has been complied with. Each of the Credit Parties agree that each action
required above by this Section 8.11 shall be completed as soon as possible, but
in no event later than 90 days after such action is requested to be taken by the
Administrative Agent or the Required Lenders.

                  8.12 Future Guarantors. Each of the Credit Parties shall and
shall cause each of its Subsidiaries to promptly upon any Person becoming a
direct or indirect Subsidiary of the Parent to become a guarantor under the
Guaranty by executing an accession agreement in respect of this Agreement in
form and substance reasonably satisfactory to the Administrative Agent, provided
that no such Subsidiary that is not a Domestic Subsidiary shall be required to
become a guarantor under the Guaranty, unless such Subsidiary shall at such time
guarantee any Indebtedness of the Parent or any Domestic Subsidiary.

                  SECTION 9. Negative Covenants. Each Credit Party covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Revolving Notes and Unpaid
Drawings (in each case together with interest thereon), Fees and all other
Obligations (other than indemnities described in Section 13.13 which are not
then due and payable) incurred hereunder and thereunder, are paid in full:

                  9.01 Liens. The Credit Parties shall not pledge, mortgage or
hypothecate, or permit to exist, and shall not permit any Subsidiary (other than
a Project Finance Subsidiary) to pledge, mortgage or hypothecate, or permit to
exist, except in favor of the Borrower or any

                                      -32-
<PAGE>

Wholly-Owned Subsidiary of the Parent (other than a Project Finance Subsidiary),
any Lien upon, any Property at any time owned by such Credit Party or a
Subsidiary of such Credit Party (other than a Project Finance Subsidiary);
provided, however, that this restriction shall not apply to or prevent the
creation or existence of any Permitted Lien.

                  9.02 Consolidation, Mergers or Disposal of Assets. The Credit
Parties shall not, and shall not permit any Subsidiary to, (i) consolidate with,
or merge into or amalgamate with or into, any other Person; (ii) liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution); or (iii)
convey, sell, transfer, lease or otherwise dispose of all or substantially all
of its assets to any Person, or permit any Subsidiary (other than a Project
Finance Subsidiary) to do so; provided, however, that nothing contained in this
Section 9.02 shall prohibit (A) a merger in which any Credit Party is the
surviving entity thereof; (B) mergers involving Subsidiaries of the Parent in
which any Credit Party or, if no Credit Party is a party to such merger, a
Wholly-Owned Significant Subsidiary of any Credit Party (other than a Project
Finance Subsidiary, except for the case where all parties to such merger are
Project Finance Subsidiaries) is the surviving entity; (C) so long as no Default
or Event of Default has occurred or would result therefrom, a merger involving
any Credit Party other than the Borrower, in which a Wholly-Owned domestic
Subsidiary of CenterPoint Energy is the surviving Person, provided, that, such
surviving Person shall (I) expressly agree in writing to assume all obligations
and liabilities of such Credit Party under this Agreement and each of the other
Credit Documents (including, without limitation, the Guaranty) and (II) take all
actions and deliver all documents reasonably requested by the Administrative
Agent to evidence the assumption of such obligations including, without
limitation, those actions and documents described in Section 5 of this
Agreement, as if such surviving Person were a Credit Party on the Effective
Date; (D) the liquidation, winding up or dissolution of a Significant Subsidiary
of any Credit Party if all of the assets of such Subsidiary are conveyed,
transferred or distributed to any Credit Party or a Wholly-Owned Subsidiary of
any Credit Party (other than a Project Finance Subsidiary, unless such Person is
also a Project Finance Subsidiary); (E) the conveyance, sale, transfer, lease or
other disposal of all or substantially all (or any lesser portion) of the assets
of any Credit Party to another Credit Party or a Wholly-Owned Significant
Subsidiary of any Credit Party (other than a Project Finance Subsidiary, unless
such Significant Subsidiary is also a Project Finance Subsidiary); or (F)
additional conveyances, sales, transfers, leases or other disposals of assets of
any Credit Party and its Subsidiaries, provided, that the aggregate net book
value of all assets of the Credit Parties and their Subsidiaries conveyed, sold,
transferred, leased or otherwise disposed of pursuant to this clause (F) shall
not exceed $200,000,000 or shall constitute assets that are no longer necessary
for the operation of the business of the Credit Parties and their Subsidiaries;
provided that, in each case covered by this Section 9.02, immediately before and
after giving effect to any such merger, dissolution or liquidation, or
conveyance, sale, transfer, lease or other disposition, no Default or Event of
Default shall have occurred and be continuing.

                  9.03 Accounting Changes. The Credit Parties shall not make or
permit, or permit any of its Subsidiaries to make or permit, any change in
accounting policies or reporting practices, except as required or permitted by
GAAP.

                  9.04 Restrictions on Dividends, Intercompany Loans, or
Investments. The Credit Parties shall not permit, or permit any Significant
Subsidiary (other than a Project Finance Subsidiary) to, create or otherwise
cause or permit to exist or become effective any explicit and

                                      -33-
<PAGE>

direct restriction under any agreement evidencing or providing for the issuance
of Indebtedness for Borrowed Money (other than this Agreement) on the ability of
any Significant Subsidiary (other than a Project Finance Subsidiary) to (i) pay
dividends or make any other distributions on its capital stock or pay any
Indebtedness owed to any Credit Party or any Subsidiary of any Credit Party,
(ii) make any loans or advances to or investments in the Borrower or any
Subsidiary of the Borrower, or (iii) transfer any of its property or assets to
the Borrower or any Subsidiary of the Borrower; provided, that the foregoing
shall not prohibit financial incurrence, maintenance and similar covenants that
indirectly have the practical effect of prohibiting or restricting the ability
of a Significant Subsidiary to make such payments or provisions that require
that a certain amount of capital be maintained, or prohibit the return of
capital to shareholders above certain dollar limits; provided, further, that the
foregoing shall not apply to (i) restrictions and conditions imposed by law or
by this Agreement, (ii) restrictions and conditions existing on the date hereof,
any amendment or modification thereof (other than an amendment or modification
expanding the scope of any such restriction or condition and any restrictions or
conditions) that (x) replace restrictions or conditions existing on the date
hereof and (y) are substantially similar to such existing restriction or
condition, (iii) restrictions (including any extension of such restrictions that
does not expand the scope of any such restrictions) existing at the time at
which any such Subsidiary first becomes a Significant Subsidiary, so long as
such restriction was in existence prior to such time in accordance with the
other provisions of this Agreement and was not agreed to or incurred in
contemplation of such change of status and (iv) any restrictions with respect to
a Significant Subsidiary imposed pursuant to an agreement that has been entered
into in connection with a disposition of all or substantially all of the Equity
Interests or assets of such Subsidiary, so long as such disposal is otherwise
permitted under this Agreement.

                  9.05 Affiliate Transactions. The Credit Parties shall not, and
shall not permit any Subsidiary of such Credit Party to, make, directly or
indirectly, (i) any transfer, sale, lease or other disposition of any Property
to any Affiliate of such Credit Party or any Subsidiary of such Credit Party or
any purchase or acquisition of any Property from any such Affiliate; or (ii) any
other arrangement or transaction directly or indirectly with or for the benefit
of any such Affiliate (including without limitation, guaranties and assumptions
of obligations of any such Affiliate); provided, that (A) any Credit Party and
their Subsidiaries may enter into any arrangement or other transaction with any
such Affiliate if the monetary or business consideration arising therefrom would
be substantially at least as advantageous to such Credit Party or such
Subsidiary as the monetary or business consideration which would be obtained in
a comparable arm's length transaction with a Person not an Affiliate of such
Credit Party or any Subsidiary of such Credit Party; (B) the Credit Parties and
their Subsidiaries may become liable in connection with guaranties of the
obligations of any such Affiliate in the ordinary course of business, (C) the
Credit Parties and their Subsidiaries may make purchases of receivables of any
kind from the Credit Parties and their Subsidiaries on terms that any of them
deem acceptable; (D) the Credit Parties may enter into any arrangement or other
transaction with any Wholly-Owned Subsidiary of the any Credit Party, and any
Wholly-Owned Subsidiary of any Credit Party may enter into any arrangement or
other transaction with any Credit Party or any other Wholly-Owned Subsidiary of
any Credit Party, in each case under this clause (D) only if such arrangements
and other transactions do not involve any Person other than a Credit Party or
any Wholly-Owned Subsidiaries of a Credit Party; (E) the Credit Parties may
enter into arrangements or other transactions permitted by Section 9.02(D) and
(F) any Credit Party and any Subsidiary

                                      -34-
<PAGE>

of a Credit Party may, directly or indirectly, enter into any arrangement or
transaction with any Affiliate (including with CenterPoint Energy or its
Subsidiaries) (i) that is authorized by order of the Securities and Exchange
Commission ("SEC") under the Public Utility Holding Company Act of 1935, as
amended; (ii) that is in existence on the Effective Date or is described in
Parent's filings with the SEC on the Effective Date; or (iii) on terms not
substantially less favorable to the Credit Party or its Subsidiaries than the
terms of similar arrangements or transactions that are entered into from time to
time among CenterPoint Energy or any of its Affiliates that are not a Credit
Party or its Subsidiaries. Notwithstanding anything to the contrary contained in
this Section 9.05 no Credit Party may make any loan, investment, advance or any
extension of credit to CenterPoint Energy or its Affiliates that are not Credit
Parties or their Subsidiaries, provided, however, that (i) at any time any Loan
or Letter of Credit is outstanding hereunder and so long as no Default or Event
of Default is in existence or would result therefrom, the Credit Parties may
make intercompany loans under and pursuant to the Money Pool, in each case up to
an aggregate principal amount of $100,000,000 (determined without giving effect
to any write-downs or write-offs thereof) outstanding at any time and (ii) at
any time no Loan or Letter of Credit is outstanding hereunder and so long as no
Default or Event of Default is in existence or would result therefrom, the
Credit Parties may make intercompany loans under and pursuant to the Money Pool
in excess of $100,000,000 (determined without giving effect to any write-downs
or write-offs thereof).

                  9.06 Payments on Preferred Stock. The Credit Parties shall
not, and shall not permit any Subsidiary of the Borrower to, make or agree to
make any payment or other distribution on or in connection with, or purchase,
redeem or otherwise acquire or agree to do so, or convert or exchange or agree
to convert or exchange, in whole or in part, any capital stock or other equity
interest of the Borrower or any Subsidiary of the Borrower, in whole or in part
(including, without limitation, dividends), in each case if prior to and
immediately after giving effect thereto, any Default or Event of Default exists
or would occur.

                  9.07 Use of Proceeds; Regulation U. The Borrower shall not
directly or indirectly use the proceeds of any Borrowing (i) to purchase or
carry, within the meaning of Regulation U, any Margin Stock, (ii) to participate
in any tender offer for the securities of any Person, unless such tender offer
has been approved by the board of directors, general partners or other governing
body of such Person or (iii) for any purpose that would violate or result in a
violation of any law or regulation. No Credit Party shall, nor shall permit any
of its Subsidiaries to engage principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying, within the meaning of Regulation U, any Margin Stock.

                  9.08 Maximum Total Debt for Borrowed Money to Consolidated
Capitalization Ratio. The Borrower shall not permit the ratio of Total Debt for
Borrowed Money to Consolidated Capitalization to be greater than 0.50:1.00,
calculated on a quarterly basis.

                  9.09 Minimum EBITDA to Cash Interest Ratio. The Borrower shall
not permit the ratio of EBITDA to Cash Interest for the immediately preceding
four calendar quarters to be less than 4.00:1.00, calculated on a quarterly
basis.

                  SECTION 10. Events of Default. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

                                      -35-
<PAGE>

                  10.01 Payments. The Borrower shall fail (i) to pay any
principal of any Loan or Revolving Note, or any Unpaid Drawing when the same
becomes due and payable; or the Borrower shall fail to pay any interest on any
Loan or Revolving Note or any Unpaid Drawing or (ii) make any other payment of
fees or other amounts payable under this Agreement or any Revolving Note within
five Business Days after the same becomes due and payable; or

                  10.02 Representations, etc. Any representation or warranty
made by or on behalf of any Credit Party (or any of its officers) in this
Agreement or any other Credit Document shall prove to have been incorrect in any
material respect when made; or

                  10.03 Covenants. (i) any Credit Party shall fail to perform or
observe any term, covenant or agreement contained in Sections 8.01(d), 8.04,
8.06 or 8.08, Section 9 or Section 14, or (ii) any Credit Party shall fail to
perform or observe any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if such failure shall not have
been remedied within 30 days; or

                  10.04 Default Under Other Agreements. Any Credit Party or any
of its Significant Subsidiaries (other than a Project Finance Subsidiary) shall
fail to pay any principal of or premium or interest on any Indebtedness for
Borrowed Money that is outstanding in a principal amount of at least $30,000,000
individually or in the aggregate (but excluding Indebtedness outstanding
hereunder) of such Credit Party or such Subsidiary (as the case may be), when
the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an offer
to prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or

                  10.05 Bankruptcy, etc. Any Credit Party or any of its
Significant Subsidiaries (other than a Project Finance Subsidiary) shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against
such Credit Party or any of its Significant Subsidiaries (other than any Project
Finance Subsidiary) seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 30
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall

                                      -36-
<PAGE>

occur; or any Credit Party or any of its Significant Subsidiaries (other than
any Project Finance Subsidiary) shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts
described in this Section 10.05; or

                  10.06 Judgments. Judgments or orders for the payment of money
in excess of $30,000,000 individually or in the aggregate shall be rendered
against any Credit Party or any of its Significant Subsidiaries (other than a
Project Finance Subsidiary) and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (ii) there shall
be any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  10.07 Non-Monetary Judgments. Any non-monetary judgment or
order shall be rendered against any Credit Party or any of its Significant
Subsidiaries (other than a Project Finance Subsidiary) that could be reasonably
expected to have a Material Adverse Effect, and there shall be any period of 10
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

                  10.08 Change of Control. For any reason, (i) CenterPoint
Energy fails to own, directly or indirectly, at least 50% of the economic
interest in the Borrower or (ii) CenterPoint Energy fails to own, directly or
indirectly, at least 50% of the outstanding shares of stock, Voting Stock or
other ownership interests having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the happening of a
contingency) to elect directors or other managers of the general partner of the
Borrower or (iii) the Parent fails to own, directly or indirectly, at least 50%
of the economic interest in the Borrower or (iv) the Parent fails to own at
least 50% of the outstanding shares of stock, Voting Stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect directors or other managers of the general partner of the Borrower; or

                  10.09 ERISA. Any Credit Party or any of its ERISA Affiliates
shall incur, or could be reasonably expected to incur, any liability in excess
of $50,000,000 individually or in the aggregate as a result of the occurrence of
any ERISA Event, or a Plan has an Unfunded Current Liability which, when added
to the aggregate amount of Unfunded Current Liabilities with respect to all
other Plans, could reasonably be expected to have a Material Adverse Effect, in
each case, if such liability or Unfunded Current Liability, as the case may be,
is not discharged, satisfied or otherwise reduced below the respective threshold
amounts described or set forth above in this Section 10.09 within 30 days from
the date such liability or Unfunded Current Liability, as the case may be,
exceeded such threshold amount;

                  10.10 Security Documents. Any Security Document shall cease to
be in full force and effect in all material respects, or shall cease to give the
Collateral Agent or the Trustee for the benefit of the Collateral Agent, as the
case may be the Liens, rights, powers and privileges purported to be created
thereby in favor of the Collateral Agent or the Trustee for the benefit of the
Collateral Agent, as the case may be, or (b) any Credit Party shall default in
the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to any such Security Document and such
default shall continue beyond any

                                      -37-
<PAGE>

cure or grace period specifically applicable thereto pursuant to the terms of
such Security Document; or

                  10.11 Guaranty. The Guaranty or any provision thereof shall
cease to be in full force and effect in all material respects, or any Guarantor
or any Person acting by or on behalf of such Guarantor shall deny or disaffirm
such Guarantor's obligations under any Guaranty;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of any Agent, any
Lender or the holder of any Revolving Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower, the result of which would occur upon
the giving of such written notice by the Administrative Agent to the Borrower as
specified in clauses (i) and (ii) below shall occur automatically without the
giving of any such notice): (i) declare the Total Commitment terminated,
whereupon the Commitment of each Lender shall forthwith terminate immediately
and any Commitment Commission and other Fees shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal of and
any accrued interest in respect of all Loans and the Revolving Notes and all
Obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protect or other
notice of any kind, all of which are hereby waived by each Credit Party; (iii)
terminate any Letter of Credit which may be terminated in accordance with its
terms; and (iv) direct the Borrower to pay (and the Borrower agrees that upon
receipt of such notice, or upon the occurrence of an Event of Default specified
in Section 10.05 with respect to the Borrower, it will pay) to the
Administrative Agent at the Payment Office such additional amount of cash, to be
held as security by the Administrative Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the account of the Borrower
then outstanding.

                  SECTION 11. Definitions and Accounting Terms.

                  11.01 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

                  "Acquired Entity" shall have the meaning set forth in the
definition of "Permitted Liens".

                  "Administrative Agent" shall mean DBAG, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

                  "Affiliate" of any Person shall mean any other Person that,
directly or indirectly, Controls or is Controlled by or is under common Control
with such first Person.

                  "Agents" shall mean and include (i) the Administrative Agent,
(ii) the Collateral Agent, (iii) for the purposes of Section 12 only, the
Documentation Agent and (iv) for purposes of Sections 12, 13.01, 13.12 and 13.15
only, the Lead Arranger.

                                      -38-
<PAGE>

                  "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.

                  "Applicable Commitment Commission Percentage" and "Applicable
Margin" shall mean (i) at all times when there is not a Debt Rating from both
Moody's and S&P (x) with respect to Commitment Commission, a percentage per
annum equal to 0.25% and (y) with respect to Loans maintained as (i) Eurodollar
Loans, a percentage per annum equal to 1.50% and (ii) Base Rate Loans, a
percentage per annum equal to 0.50% and (2) at all times after the receipt of an
initial Debt Rating from both Moody's and S&P by the Borrower (A) with respect
to Commitment Commission, the respective percentage per annum set forth below
under the column "Applicable Commitment Commission Percentage" and (B) with
respect to Loans, maintained as (i) Eurodollar Loans, the respective percentage
per annum set forth below under the column "Eurodollar Margin" below and (ii)
Base Rate Loans, the respective percentage per annum set forth below under the
column "Base Rate Margin" and, in the case of preceding clauses (A) and (B),
opposite the respective Level (i.e., Level 1, Level 2, Level 3, Level 4, Level 5
or Level 6, as the case may be) that is currently then in effect based on the
Debt Rating:

<TABLE>
<CAPTION>
                                                                                          Applicable
                                                                                          Commitment
                                                                 Eurodollar   Base Rate   Commission
Level                                                              Margin      Margin     Percentage
----------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>         <C>
Level 1
a rating from S&P of A- or above and a rating from
Moody's of A3 or above                                              0.75%        0.0%        0.10%
----------------------------------------------------------------------------------------------------
Level 2
does not qualify for Level 1, with a rating from S&P of
BBB+ or above and a rating from Moody's of Baa1 or
above                                                              0.875%        0.0%       0.125%
----------------------------------------------------------------------------------------------------
Level 3
does not qualify for Level 1 or Level 2, with a
rating from S&P of BBB or above and a rating from
Moody's of Baa2 or above.                                           1.00%        0.0%        0.15%
----------------------------------------------------------------------------------------------------
Level 4
does not qualify for Level 1, Level 2 or Level 3 with a
rating from S&P of BBB- or above and a rating from
Moody's of Baa3 or above                                            1.25%       0.25%        0.20%
----------------------------------------------------------------------------------------------------
Level 5
does not qualify for Level 1, Level 2, Level 3 or Level 4,
but has a rating from S&P of at least BB+ or above or a
rating from Moody's of Ba1 or above, and the other
such rating agency shall have a rating in the case of S&P, of
BBB- or above or in the case of Moody's, of Baa3 or
above, as the case may be.                                          1.50%       0.50%        0.25%
----------------------------------------------------------------------------------------------------
Level 6
does not qualify for Level 1, Level 2, Level 3, Level 4 or
Level 5                                                             1.75%       0.75%        0.30%
----------------------------------------------------------------------------------------------------
</TABLE>

                                      -39-
<PAGE>

; provided that (I) Level 6 pricing shall apply at all times (x) when a Default
under Section 10.01 or 10.05 or an Event of Default is in existence or (y) after
the Borrower has received an initial Debt Rating, either or both rating agencies
no longer maintain any such rating and (II) any change in the Applicable Margin
or the Applicable Commitment Commission Percentage due to a change in the Debt
Rating shall be effective on the effective date of such change in the applicable
Debt Rating.

                  "Assignment and Assumption Agreement" shall mean the
Assignment and Assumption Agreement substantially in the form of Exhibit I
(appropriately completed).

                  "Bankruptcy Code" shall mean Title 11 of the United States
Code entitled "Bankruptcy" as now or hereafter in effect or any successor
thereto.

                  "Base Rate" shall mean the higher of (x) the Prime Lending
Rate and (y) 1/2 of 1% in excess of the overnight Federal Funds Rate.

                  "Base Rate Loan" shall mean each Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

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

                  "Bond" shall mean the bond in the original principal amount of
the Total Commitment as in effect on the Effective Date issued under the
Indenture and pledged pursuant to the Pledge Agreement.

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

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean the incurrence of one Type of Loan by
the Borrower from all of the Lenders on a pro rata basis on a given date (or
resulting from conversions on a given date), having in the case of Eurodollar
Loans the same Interest Period; provided that Base

                                      -40-
<PAGE>

Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of any
related Borrowing of Eurodollar Loans.

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

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

                  "Cash Interest" shall mean interest expense of the Parent and
its Subsidiaries, to the extent actually paid in cash, during the relevant
period; provided that Cash Interest for the quarter ended December 31, 2002
shall be deemed to be an amount equal to $1,956,000.

                  "CenterPoint Energy" shall mean CenterPoint Energy, Inc., a
Texas corporation.

                  "CNP Credit Agreement" shall have the meaning provided in
Section 5.07(c).

                  "Collateral Agent" shall mean Deutsche Bank AG New York
Branch, in its capacity of collateral agent under the Credit Documents.

                  "Commitment" shall mean, for each Lender, the amount set forth
opposite such Lender's name in Schedule I hereto directly below the column
entitled "Commitment," as same may be (x) reduced from time to time pursuant to
Sections 1.14, 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a
result of assignments to or from such Lender pursuant to Section 1.13 or
13.04(b).

                  "Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                  "Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

                  "Consolidated Capitalization" shall mean the sum of (a)
Consolidated Shareholders' Equity, (b) Consolidated Indebtedness for Borrowed
Money and (c) without duplication, any Mandatory Payment Preferred Stock.

                  "Consolidated Net Tangible Assets" shall mean the total amount
of assets of the Parent and its Subsidiaries less, without duplication, (a)
total current liabilities (excluding Indebtedness for Borrowed Money due within
12 months); (b) all reserves for depreciation and other asset valuation
reserves, but, excluding reserves for deferred federal income taxes arising from
accelerated amortization or otherwise; (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 Parent's audited consolidated balance

                                      -41-
<PAGE>

sheet most recently delivered pursuant hereto prior to the date of a
determination of Consolidated Net Tangible Assets hereunder.

                  "Consolidated Shareholders' Equity" shall mean, as of any date
of determination, the total assets of the Parent and its Consolidated
Subsidiaries less all liabilities of the Parent and its Consolidated
Subsidiaries. (As used in this definition, "liabilities" means all obligations
that, in accordance with GAAP consistently applied, would be classified on a
balance sheet as liabilities, including, without limitation, (a) Indebtedness;
(b) deferred liabilities; and (c) Indebtedness of the Parent or any of its
Consolidated Subsidiaries that is expressly subordinated in right and priority
of payment to other liabilities of the Parent or such Consolidated Subsidiaries,
as the case may be, but in any case excluding as at such date of determination
any adjustment, non-cash charge to net income or other non-cash charges or
write-offs resulting thereto from the application of SFAS No. 142 and similar
provisions of GAAP).

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

                  "Credit Documents" shall mean this Agreement (including,
without limitation, the Guaranty), the Revolving Notes, the Security Documents,
each Letter of Credit and all other documents executed in connection herewith
and therewith, including, without limitation, each Notice of Borrowing.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Guarantor.

                  "DBAG" shall mean Deutsche Bank AG New York Branch, in its
individual capacity.

                  "Debt Rating" shall mean, on any date, each of the ratings
most recently publicly announced by Moody's and S&P for the Borrower's
non-credit enhanced senior secured long-term Indebtedness.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "Documentation Agent" shall mean Compass Bank, in its capacity
as Documentation Agent.

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                                      -42-
<PAGE>

                  "Domestic Subsidiary" shall mean each Subsidiary of the Parent
that is incorporated or organized in the United States, any State or territory
thereof or the District of Columbia or which is treated as a partnership by the
Parent or any Domestic Subsidiary thereof or a disregarded entity pursuant to
the provisions of Treasury Regulations Section 301.7701-3.

                  "Drawing" shall have the meaning provided in Section 2.05(b).

                  "EBITDA" shall mean, for any period, net income (or net loss)
plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation
expense, (d) amortization expense and (e) to the extent reflected as a charge in
the computation of net income for such period, any other non-cash charges, in
each case determined in accordance with GAAP for such period, provided that,
EBITDA for the quarter ended December 31, 2002 will be deemed to be an amount
equal to -$27,878,000.

                  "Effective Date" shall have the meaning provided in Section
13.10.

                  "Eligible Transferee" shall mean and include a commercial
bank, a financial institution, any fund that regularly invests in bank loans or
other "accredited investor" (as defined in Regulation D of the Securities Act)
but in any event excluding the Borrower and its Subsidiaries.

                  "Environmental Action" shall mean any action, suit, demand,
demand letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or consent
agreement relating in any way to any Environmental Law, Environmental Permit or
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment, including, without limitation, (a) by any
governmental or regulatory authority for enforcement, cleanup, removal,
response, remedial or other actions or damages and (b) by any governmental or
regulatory authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" shall mean any federal, state, local or
foreign statute, law, ordinance, rule, regulation, code, order, judgment, rule
of common law, decree or judicial or agency interpretation, policy or guidance
having the force of law relating to pollution or protection of the environment,
health, safety or natural resources, including, without limitation, those
relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of Hazardous Materials.

                  "Environmental Permit" shall mean any permit, approval,
identification number, license or other authorization required under any
Environmental Law.

                  "Equity Interests" shall mean 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.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.

                                      -43-
<PAGE>

                  "ERISA Affiliate" shall mean any Person that for purposes of
Title IV of ERISA is a member of the Borrower's controlled group, or under
common control with the Borrower, within the meaning of Section 414 of the
Internal Revenue Code.

                  "ERISA Event" shall mean (a) (i) the occurrence of a
reportable event, within the meaning of Section 4043 of ERISA, with respect to
any Plan unless the 30-day notice requirement with respect to such event has
been waived by the PBGC, or (ii) the requirements of subsection (1) of Section
4043(b) of ERISA (without regard to subsection (2) of such Section) are met with
respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA,
of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of
Section 4043(c) of ERISA is reasonably expected to occur with respect to such
Plan within the following 30 days; (b) the application for a minimum funding
waiver with respect to a Plan; (c) the provision by the administrator of any
Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2)
of ERISA (including any such notice with respect to a plan amendment referred to
in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
the Borrower or any ERISA Affiliate in the circumstances described in Section
4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from
a Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the
imposition of a lien under Section 302(f) of ERISA or Section 412(n) of the
Internal Revenue Code shall have been met with respect to any Plan; (g) the
adoption of an amendment to a Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA; (h) the institution by the PBGC of
proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA that
constitutes grounds for the termination of, or the appointment of a trustee to
administer, a Plan; (i) using actuarial assumptions and computation methods
consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of the Borrower and its ERISA Affiliates to all Multiemployer Plans
in the event of a complete withdrawal therefrom, as of the close of the most
recent fiscal year of each such Multiemployer Plan ended prior to the date of
the most recent Credit Event, exceed $50,000,000; (j) the partial or complete
withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer
Plan; and (k) the reorganization or termination of a Multiemployer Plan.

                  "Eurodollar Loan" shall mean each Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest
1/100 of 1%) of the offered quotation to first-class banks in the New York
interbank Eurodollar market by DBAG for U.S. dollar deposits of amounts in same
day funds comparable to the outstanding principal amount of the Eurodollar Loan
of DBAG for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined as of 10:00 A.M. (New York City time) on the Interest Determination
Date for such Interest Period divided (and rounded upward to the next whole
multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves) applicable to any
member bank of the Federal Reserve System in respect of Eurocurrency liabilities
as defined in Regulation D (or any successor category of liabilities under
Regulation D).

                                      -44-
<PAGE>

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Exchange Act" shall mean the Securities Exchange Act of 1933,
as amended.

                  "Excess Funding Guarantor" shall have the meaning provided in
Section 14.07(b).

                  "Excess Payment" shall have the meaning provided in Section
14.07(b).

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
to in Section 3.01.

                  "First Mortgage Bond" shall mean any bond, note or similar
instrument issued pursuant to the Indenture.

                  "GAAP" shall have the meaning specified in Section 11.02.

                  "Genco GP" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Genco LP" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Genco Services" shall have the meaning provided in the first
paragraph of this Agreement.

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

                  "Guarantee" shall mean, as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to induce
the creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any principal of any Indebtedness for Borrowed Money (the "primary
obligations") of any other third Person in any manner, whether directly or
indirectly, including, without limitation, any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds for the purchase or payment of any such primary

                                      -45-
<PAGE>

obligation or (iii) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof. The amount of any Guarantee
of any guaranteeing person shall be deemed to be the lower of (a) an amount
equal to the stated or determinable amount of the primary obligation in respect
of which such Guarantee is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith (and "guaranteed" and "guarantor" shall be construed
accordingly).

                  "Guaranteed Creditors" shall mean and include the
Administrative Agent, the Collateral Agent, the Documentation Agent, the Issuing
Lender and each of the Lenders.

                  "Guaranteed Obligations" shall mean the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of all obligations, liabilities and indebtedness (including, without limitation,
all principal, premium, interest (including, without limitation, all interest
that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, reorganization or similar proceeding of
the Borrower or any Subsidiary thereof at the rate provided for in the
respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding), reimbursement obligations under Letters of
Credit, fees, costs and indemnities) of the Borrower to the Guaranteed
Creditors, whether now existing or hereafter incurred under, arising out of, or
in connection with, this Agreement and the other Credit Documents and the due
performance and compliance by each Borrower with all of the terms, conditions
and agreements contained in this Agreement and in the other Credit Documents.

                  "Guarantor" shall mean each of the Parent, Genco GP, Genco
Services and Genco LP and any other Person required to become a guarantor under
the Guaranty from time to time as contemplated by Section 8.12 of this
Agreement.

                  "Guaranty" shall mean the guaranty of the Guarantors pursuant
to Section 14 of this Agreement.

                  "Hazardous Materials" shall mean (a) petroleum and petroleum
products, byproducts or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls and radon gas and (b)
any other chemicals, materials or substances designated, classified or regulated
as hazardous or toxic or as a pollutant or contaminant under any Environmental
Law.

                  "Indebtedness" of any Person shall mean the sum of (a) all
items (other than capital stock, capital surplus and retained earnings) that, in
accordance with GAAP consistently applied, would be included in determining
total liabilities as shown on the liability side of a balance sheet of such
Person as at the date on which the Indebtedness is to be determined and (b) the
amount of all Guarantees by such Person.

                  "Indenture" shall have the meaning set forth in Section
5.05(b) of this Agreement.

                                      -46-
<PAGE>

                  "Indenture Collateral" shall mean all of the power generation
assets of Parent and its Subsidiaries securing the Obligations of the Borrower
under and in connection with the Bond, as provided in the Indenture.

                  "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Interest Period" shall have the meaning provided in Section
1.09.

                  "Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.

                  "Issuing Lender" shall mean Compass Bank (which for purposes
of this definition also shall include any banking affiliate of Compass Bank) and
any other Lender which at the request of the Borrower and with the consent of
the Administrative Agent (which shall not be unreasonably withheld or delayed)
agrees, in such Lender's sole discretion, to become an Issuing Lender for the
purpose of issuing Letters of Credit pursuant to Section 2. It being understood
and agreed that on the Effective Date the sole Issuing Lender is Compass Bank.

                  "Lead Arranger" shall mean Deutsche Bank Securities Inc., in
its capacity as Lead Arranger.

                  "Leaseholds" of any Person shall mean all of the right, title
and interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lender" shall mean each financial institution listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant to
Section 1.13 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) or the failure of a Lender to make available its pro rata
portion of any Borrowing or to fund its portion of any unreimbursed payment
under Section 2.04(c) or (ii) a Lender having notified in writing the Borrower
and/or the Administrative Agent that it does not intend to comply with its
obligations under Section 1.01 or Section 2, in the case of either clause (i) or
(ii) above as a result of the appointment of a receiver or conservator with
respect to such Lender at the direction or request of any regulatory agency or
authority.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

                                      -47-
<PAGE>

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

                  "Loan" shall have the meaning provided in Section 1.01(a).

                  "Mandatory Payment Preferred Stock" shall mean any preference
or preferred stock of the Parent or of any of its Subsidiaries (in each case
other than any issued to the Parent or its Subsidiaries that is subject to
mandatory redemption, sinking fund or retirement provisions; provided, that any
amounts subject to any mandatory redemption, sinking fund or retirement
provisions due and payable prior to the Maturity Date or within one year
following the Maturity Date will not be considered Mandatory Payment Preferred
Stock.

                  "Margin Stock" shall mean any margin stock (as defined in
Regulation U) and any margin security (as defined in Regulation T).

                  "Material Adverse Change" shall mean any material adverse
change in the business, condition (financial or otherwise), operations,
performance or properties of the Parent, the Borrower, the Parent and its
Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a
whole.

                  "Material Adverse Effect" shall mean a material adverse effect
on the ability of any Credit Party to perform its obligations under this
Agreement or any other Credit Document to which it is a party.

                  "Maturity Date" shall mean December 21, 2004.

                  "Minimum Borrowing Amount" shall mean an amount equal to
$1,000,000.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Money Pool" shall have the meaning provided in the Texas
Genco Money Pool Agreement, dated as of October 22, 2003, among CenterPoint
Energy and certain of its direct and indirect subsidiaries, as in effect on the
Effective Date, as may be amended from time to time.

                  "Multiemployer Plan" shall mean a multiemployer plan, as
defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions.

                  "Multiple Employer Plan" shall mean a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
of, or is contributed to (or to which there is an obligation to contribute of)
by, the Borrower or any ERISA Affiliate and at least one Person other than the
Borrower and the ERISA Affiliates or (b) was so maintained, or contributed to
by, and in respect of which the Borrower or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or
were to be terminated.

                                      -48-
<PAGE>

                  "Non-Continuing Lender" shall have the meaning provided in
Section 1.14.

                  "Non-Defaulting Lender" shall mean and include each Lender
other than a Defaulting Lender.

                  "Non-Recourse Debt" shall mean (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 Parent
or any Subsidiary of the Parent (other than a Project Finance Subsidiary and
such recourse as exists under a Performance Guaranty) or any property or asset
of the Parent or any Subsidiary of the Parent (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, fees, premium or penalties) 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.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03.

                  "Notice of Conversion/Continuation" shall have the meaning
provided in Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302,
Attention: Peter Medina, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

                  "Obligation" shall mean, with respect to any Person, any
payment, performance or other obligation of such Person of any kind, including,
without limitation, any liability of such Person on any claim, whether or not
the right of any creditor to payment in respect of such claim is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, disputed,
undisputed, legal, equitable, secured or unsecured, and whether or not claim is
discharged, stayed or otherwise affected by any proceeding referred to in
Section 10.05. Without limiting the generality of the foregoing, the Obligations
of any Credit Party under each Credit Document to which it is a party include
(a) the obligation to pay principal, interest, charges, expenses, fees,
attorneys' fees and disbursements, indemnities and other amounts payable by such
Credit Party under any Credit Document and (b) the obligation of such Credit
Party to reimburse any amount in respect of any of the foregoing that any
Lender, in its sole discretion, may elect to pay or advance on behalf of such
Credit Party.

                  "Parent" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Participant" shall have the meaning provided in Section
2.04(a).

                                      -49-
<PAGE>

                  "Payment Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302,
or such other office as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation (or
any successor).

                  "Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Commitment of such
Lender at such time and the denominator of which is the Total Commitment at such
time, provided that if the Percentage of any Lender is to be determined after
the Total Commitment has been terminated, then the Percentages of the Lenders
shall be determined immediately prior (and without giving effect) to such
termination.

                  "Performance Guaranty" shall mean 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.

                  "Permitted Liens" shall mean:

                           (a)      Liens securing Indebtedness under any First
                  Mortgage Bond issued pursuant to and in accordance with the
                  Indenture (or secured by a First Mortgage Bond) in an
                  aggregate principal amount which, together with all other
                  Indebtedness of the Parent and its Subsidiaries secured by a
                  Lien permitted by this clause (a) (not including Indebtedness
                  permitted to be secured under clauses (b)-(w) below unless
                  such Indebtedness is secured pursuant to the Indenture or by a
                  First Mortgage Bond issued pursuant to the Indenture) and the
                  sum of the Value of all Sale and Leaseback Transactions of
                  Parent and its Subsidiaries 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 clauses (k) or (m) below), does not at the time
                  of incurrence of such Indebtedness exceed $250,000,000,
                  provided that all such Liens shall rank pari passu with the
                  Liens securing the Obligations of the Credit Parties pursuant
                  to the Security Documents and shall be subject to the
                  intercreditor provisions contained in the Indenture;

                           (b)      undetermined or inchoate Liens and charges
                  incidental to construction, maintenance, development or
                  operation;

                           (c)      the Lien of taxes and assessments for the
                  then current year, the Lien of taxes and assessments not at
                  the time delinquent and the Lien of specified taxes and
                  assessments which are delinquent but the validity of which is
                  being contested

                                      -50-
<PAGE>

                  at the time by the Parent or such Subsidiary of the Parent in
                  good faith and by appropriate proceedings or for which its
                  non-payment could not reasonably be expected to have a
                  Material Adverse Effect;

                           (d)      Liens in existence on the date hereof;

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

                           (f)      the Lien reserved in leases for rent and for
                  compliance with the terms of the lease in the case of
                  leasehold estates;

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

                           (h)      the Liens of any judgments or attachments in
                  an aggregate amount not in excess of $30,000,000, 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;

                           (i)      Liens upon any property heretofore or
                  hereafter acquired, constructed or improved, created at the
                  time of acquisition or commercial operation thereof within one
                  year thereafter (and the accessions thereto 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 or within one year
                  thereafter 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 Parent or any Subsidiary of the Parent,
                  provided, that every such Lien shall apply only to the
                  property so acquired or constructed and fixed improvements
                  thereon (and the accessions thereto and proceeds thereof);

                           (j)      any extension, renewal or refunding, in
                  whole or in part, of any mortgage, pledge, Lien or encumbrance
                  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 mortgage, pledge, Lien or
                  encumbrance extended, renewed or refunded and related
                  transaction costs and expenses;

                           (k)      Liens upon any property heretofore or
                  hereafter acquired by any Person that is or becomes a
                  Subsidiary after the date hereof ("Acquired Entity"),
                  provided, that (1) every such Lien 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) every such
                  Lien shall only apply to

                                      -51-
<PAGE>

                  those properties owned by the Acquired Entity at the time it
                  becomes a Subsidiary or thereafter acquired by it from sources
                  other than the Parent or any Subsidiary of the Parent;

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

                           (m)      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 arising by reason of deposits with,
                  or the giving of any form of security to, any 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 Parent 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 Parent 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;

                           (o)      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);

                           (p)      any Lien created or assumed by the Parent 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 purpose of financing, in
                  whole or in part, the acquisition or construction or property
                  to be used by the Parent or a Subsidiary;

                           (q)      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
                  Parent or such Subsidiary or others of goods or merchandise to
                  customers of the Parent or such Subsidiary;

                           (r)      any other Liens securing obligations under
                  agreements to which the Parent or any of its Subsidiaries is a
                  party or by which it is bound as of the Effective Date, which
                  the Parent is obligated to equally and ratably secure as a
                  result of granting the Liens to secure Indebtedness hereunder;

                                      -52-
<PAGE>

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

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

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

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

                           (w)      Liens not otherwise permitted by Section
                  9.01 securing Indebtedness or other obligations of the Parent
                  and its Subsidiaries so long as the aggregate principal amount
                  outstanding at any time of the obligations secured thereby
                  does not at any time exceed (as to the Parent and all of its
                  Subsidiaries) $20,000,000 at such time.

                  "Person" shall mean an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture, limited liability company or other entity, or a
government or any political subdivision or agency thereof.

                  "Plan" shall mean a Single Employer Plan or a Multiple
Employer Plan.

                  "Pledge Agreement" shall have the meaning provided in Section
5.05(a).

                  "Pledge Agreement Collateral" shall mean all "Collateral" as
defined in the Pledge Agreement.

                  "Prime Lending Rate" shall mean the rate which DBAG announces
from time to time as its prime lending rate, the Prime Lending Rate to change
when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. DBAG may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending Rate.

                  "Project Finance Subsidiary" and "Project Finance
Subsidiaries" shall mean any Subsidiary of the Parent designated by the Borrower
whose principal purpose is to incur Non-Recourse Debt and/or construct, lease,
own or operate the assets financed thereby, or to become

                                      -53-
<PAGE>

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 Borrower or its
Subsidiaries or other Persons; provided, however, that the sum of the net book
value of all Project Finance Subsidiaries shall at no time exceed 10% of
Consolidated Net Tangible Assets.

                  "Projections" shall have the meaning provided in Section 5.09.

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

                  "Pro Rata Share" shall have the meaning provided in Section
14.07(b).

                  "Quarterly Payment Date" shall mean the last Business Day of
each March, June, September and December, occurring after the Effective Date.

                  "Real Property" of any Person shall mean all of the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

                  "Recommitment Deadline" shall have the meaning provided in
Section 1.14.

                  "Recommitment Request" shall have the meaning provided in
Section 1.14.

                  "Register" shall have the meaning provided in Section 13.16.

                  "Regulation D" shall mean Regulation D of the Board as from
time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.

                  "Regulation T" and "Regulation U" shall mean Regulation T and
U, respectively, of the Board, in each case, as from time to time in effect and
any successor to all or a portion thereof.

                  "Replaced Lender" shall have the meaning provided in Section
1.13.

                  "Replacement Lender" shall have the meaning provided in
Section 1.13.

                  "Required Lenders" shall mean Non-Defaulting Lenders, the sum
of whose outstanding Commitments (or after the termination thereof, outstanding
Loans and Percentage of Letter of Credit Outstandings) represent greater than
50% of the Total Commitment less the Commitments of all Defaulting Lenders (or
after the termination thereof, the sum of the then total outstanding Loans of
Non-Defaulting Lenders and the aggregate Percentages of all Non-Defaulting
Lenders of the Letter of Credit Outstandings at such time).

                                      -54-
<PAGE>

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

                  "Returns" shall have the meaning provided in Section 7.09.

                  "Revolving Note" shall have the meaning provided in Section
1.05(a).

                  "RRI Option Agreement" shall have the meaning provided in
Section 5.07(c).

                  "S&P" shall mean Standard & Poor's Rating Services.

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

                  "SEC" shall have the meaning provided in Section 9.05.

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                  "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  "Security Documents" shall mean the Indenture, the Bond and
Pledge Agreement and each other document or instrument entered into pursuant to
Section 5.05 or 8.11, if any, in each case as and when delivered in accordance
with this Agreement as same may be amended, modified or supplemented from time
to time in accordance with the terms thereof and/or hereof.

                  "Significant Subsidiary" shall mean (i) for the purposes of
determining what constitutes an "Event of Default" under Sections 10.04, 10.05,
10.06 and 10.07, a Subsidiary of any Credit Party (other than a Project Finance
Subsidiary) whose total assets, as determined in accordance with GAAP, represent
at least 10% of the total assets of such Credit Party, on a consolidated basis,
as determined in accordance with GAAP and (ii) for all other purposes the
"Significant Subsidiaries" shall be those Subsidiaries whose total assets, as
determined in accordance with GAAP, represent at least 10% of the total assets
of such Credit Party on a consolidated basis, as determined in accordance with
GAAP for such Credit Party's most recently completed fiscal year and identified
in the certificate most recently delivered pursuant to Section 8.01(b).

                  "Single Employer Plan" shall mean a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
of, or is contributed to (or to which there is an obligation to contribute of)
by, the Borrower or any ERISA Affiliate and no Person other than the Borrower
and the ERISA Affiliates, or (b) was so maintained, or

                                      -55-
<PAGE>

contributed to by, and in respect of which the Borrower or any ERISA Affiliate
could have liability under Section 4069 of ERISA in the event such plan has been
or were to be terminated.

                  "Solvent" shall mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay such debts and liabilities as they mature and (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small capital. The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

                  "Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).

                  "Subsidiary" of any Person shall mean any corporation,
partnership, joint venture, limited liability company, trust or estate of which
(or in which) more than 50% of (a) 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), (b) the interest in the capital or profits of
such limited liability company, partnership, joint venture or other Person or
(c) the beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders at such time.

                  "Total Debt" shall mean, as of any date of determination, the
sum of the total Indebtedness for Borrowed Money as shown on the consolidated
balance sheet of the Parent and its Consolidated Subsidiaries, determined
without duplication of any Guarantee of Indebtedness for Borrowed Money of the
Parent by any of its Consolidated Subsidiaries or of any Guarantee of
Indebtedness of any such Consolidated Subsidiary by the Parent or any other
Consolidated Subsidiary of the Parent, and any Mandatory Payment Preferred
Stock, less Non-Recourse Debt of the Parent and its Subsidiaries.

                  "Total Unutilized Commitment" shall mean, at any time, an
amount equal to the remainder of (i) the Total Commitment then in effect, less
(ii) the sum of the aggregate principal amount of Loans plus the then aggregate
amount of Letter of Credit Outstandings.

                                      -56-
<PAGE>

                  "Trustee" shall mean JPMorgan Chase Bank, in its capacity as
Trustee under the Indenture.

                  "Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the value of the accumulated plan benefits under the
Plan determined on a plan termination basis in accordance with actuarial
assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan
assets allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions).

                  "United States" and "U.S." shall each mean the United States
of America.

                  "Unpaid Drawing" shall have the meaning provided for in
Section 2.05(a).

                  "Unutilized Commitment" with respect to any Lender, at any
time, shall mean such Lender's Commitment at such time less the sum of (i) the
aggregate outstanding principal amount of Loans made by such Lender and (ii)
such Lender's Percentage of the Letter of Credit Outstandings at such time.

                  "Value" shall mean, 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.

                  "Voting Stock" shall mean capital stock issued by a
corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.

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

                  11.02 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles in effect from time to time in the United States of
America ("GAAP"); provided that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision of the Credit
Documents to eliminate the effect of any change occurring after the date hereof
in GAAP

                                      -57-
<PAGE>

or in the application thereof or in federal or foreign tax laws which adversely
affects any of the Borrower and its Subsidiaries' ability to comply with its
obligations under the Credit Documents, regardless of whether any such notice is
given before or after such change or in the application thereof, then such
provision shall be interpreted on the basis of GAAP or such tax laws as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

                  SECTION 12. The Agents.

                  12.01 Appointment. The Lenders hereby designate (i) DBAG as
Administrative Agent and Collateral Agent to act as specified herein and in the
other Credit Documents, (ii) Compass Bank as Documentation Agent and (iii)
Deutsche Bank Securities, Inc. as Lead Arranger, in each case to act as
specified herein and in the other Credit Documents. Each Lender hereby
irrevocably authorizes, and each holder of any Revolving Note by the acceptance
of such Revolving Note shall be deemed irrevocably to authorize, each Agent to
take such action on its behalf under the provisions of this Agreement, the other
Credit Documents and any other instruments and agreements referred to herein or
therein and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of each Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Each Agent may perform any of their duties hereunder by or through
their respective officers, directors, agents, employees or affiliates.

                  12.02 Nature of Duties. The Agents shall not have any duties
or responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. No Agent nor any of its respective officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by them hereunder or under any other Credit Document or in connection herewith
or therewith, unless caused by their gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision). The duties of the Agents shall be mechanical and administrative in
nature; no Agent shall have by reason of this Agreement or any other Credit
Document a fiduciary relationship in respect of any Lender or the holder of any
Revolving Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
any Agent any obligations in respect of this Agreement or any other Credit
Document except as expressly set forth herein or therein.

                  12.03 Lack of Reliance on the Agents. Independently and
without reliance upon any Agent, each Lender and the holder of each Revolving
Note, to the extent it deems appropriate, has made and shall continue to make
(i) its own independent investigation of the financial condition and affairs of
the Parent and its Subsidiaries in connection with the making and the
continuance of the Loans and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of the
Parent and its Subsidiaries and, except as expressly provided in this Agreement,
no Agent shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Lender or the holder of any Revolving Note with
any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter. No
Agent nor any of its affiliates or any of its officers, directors, agents or
employees shall be responsible to any Lender or the holder of any Revolving Note
for any recitals, statements, information, representations or

                                      -58-
<PAGE>

warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of the Parent
and its Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of the Parent
and its Subsidiaries or the existence or possible existence of any Default or
Event of Default.

                  12.04 Certain Rights of the Agents. If any Agent shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Lender nor any
holder of any Revolving Note shall have any right of action whatsoever against
any Agent as a result of such Agent acting or refraining from acting hereunder
or under any other Credit Document in accordance with the instructions of the
Required Lenders.

                  12.05 Reliance. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype, facsimile or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that such Agent believed to be the proper Person, and,
with respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of counsel
selected by such Agent (which may be counsel for the Credit Parties).

                  12.06 Indemnification. To the extent that any Agent is not
reimbursed and indemnified by the Borrower, each Lender will reimburse and
indemnify such Agent, in proportion to its "percentage" as used in determining
the Required Lenders (determined as if there were no Defaulting Lenders) for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses or disbursements of
whatsoever kind or nature which may be imposed on, asserted against or incurred
by such Agent in performing its duties hereunder or under any other Credit
Document, in any way relating to or arising out of this Agreement or any other
Credit Document; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                  12.07 The Agents in Their Individual Capacity. With respect to
its obligation to make Loans and participate in Letters of Credit under this
Agreement, each Agent shall have the rights and powers specified herein for a
"Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lenders," "Required
Lenders," "holders of Revolving Notes" or any similar terms shall, unless the
context clearly otherwise indicates, include each Agent in its individual
capacity. Each Agent may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with any Credit Party or
any Affiliate of any Credit Party as if it were not performing the

                                      -59-
<PAGE>

duties specified herein, and may accept fees and other consideration from the
Borrower, or any other Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the Lenders.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Revolving Note as the owner thereof for all purposes hereof unless
and until a written notice of the assignment, transfer or endorsement thereof,
as the case may be, shall have been filed with the Administrative Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Revolving Note
shall be conclusive and binding on any subsequent holder, transferee, assignee
or endorsee, as the case may be, of such Revolving Note or of any Revolving Note
or Revolving Notes issued in exchange therefor.

                  12.09 (a) Resignation. The Administrative Agent may resign
from the performance of all its functions and duties hereunder and/or under the
other Credit Documents at any time by giving 15 Business Days' prior written
notice to the Borrower and the Lenders. Any such resignation by any Agent
hereunder shall also constitute its resignation as an Issuing Lender (if
applicable), in which case upon the effectiveness of such resignation in
accordance with this Section 12.09 such resigning Agent (x) shall not be
required to issue any further Letters of Credit hereunder and (y) shall maintain
all of its rights as an Issuing Lender with respect to any Letters of Credit
issued by it, in each case prior to the effective date of such resignation. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

                  (b)      Upon any such notice of resignation, the Required
Lenders shall, with the consent of the Borrower (which consent shall not be
unreasonably withheld or delayed and shall not be required at any time when an
Event of Default exists), appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company.

                  (c)      If a successor Administrative Agent shall not have
been so appointed within such 15 Business Day period, the Administrative Agent,
with the consent of the Borrower (which consent shall not be unreasonably
withheld or delayed and shall not be required at any time when an Event of
Default exists), shall then appoint a commercial bank or trust company as
successor Administrative Agent who shall serve as Administrative Agent hereunder
or thereunder until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

                  (d)      If no successor Administrative Agent has been
appointed pursuant to clause (b) or (c) above by the 20th Business Day after the
date such notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Administrative Agent
hereunder and/or under any other Credit Document until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided in clause
(b) above.

                  (e)      Upon a resignation of any Agent pursuant to this
Section 12.09, such Agent shall remain indemnified to the extent provided in
this Agreement and the other Credit

                                      -60-
<PAGE>

Documents and the provisions of this Section 12 shall continue in effect for the
benefit of such Agent for all of its actions and inactions while serving as an
Agent.

                  12.10 Documentation Agent. Notwithstanding anything to the
contrary contained herein, nothing in this Agreement shall impose on the
Documentation Agent, in such capacity, any duties or obligations.

                  SECTION 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Borrower shall: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of (x) the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP) in connection with the preparation, execution and delivery of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, it being understood that for purposes of this clause (x), the
Administrative Agent shall use no more than one transaction counsel and such
local counsel as reasonably necessary, (y) each Agent in connection with its
syndication efforts with respect to this Agreement and (z) the Administrative
Agent and, following and during the continuation of an Event of Default, each of
the Lenders in connection with the enforcement of this Agreement and the other
Credit Documents and the documents and instruments referred to herein and
therein (including, without limitation, the reasonable fees and disbursements of
counsel and consultants for the Administrative Agent and, following and during
the continuation of an Event of Default, for each of the Lenders) in each case
promptly following receipt of a reasonably detailed invoice therefor; (ii)
without duplication of any other payments paid or payable pursuant to any other
provision of this Agreement or any other Credit Document, pay and hold each of
the Lenders harmless from and against any and all present and future stamp,
excise and other similar taxes with respect to the foregoing matters and hold
each of the Lenders harmless from and against any and all liabilities with
respect to or resulting from any delay or omission (other than to the extent
attributable to such Lender) to pay such taxes; and (iii) without duplication of
any other payments paid or payable pursuant to any other provision of this
Agreement or any other Credit Document, indemnify each Agent and each Lender
(including in its capacity as an Issuing Lender), and each of their respective
officers, directors, employees, representatives, affiliates and agents from and
hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not any Agent or any Lender is a party thereto)
related to the entering into and/or performance of this Agreement or any other
Credit Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein or in any
other Credit Document or the exercise of any of their rights or remedies
provided herein or in the other Credit Documents, or (b) the actual or alleged
presence of Hazardous Materials in the air, surface water or groundwater or on
the surface or subsurface of any Real Property owned or at any time operated by
the Borrower or any of its Subsidiaries, the generation, storage,
transportation, handling or disposal of Hazardous Materials at any location,
whether or not owned or operated by the Borrower or any of its Subsidiaries, the
non-compliance of any Real Property with

                                      -61-
<PAGE>

foreign, federal, state and local laws, regulations, and ordinances (including
applicable permits thereunder) applicable to any Real Property, or any
Environmental Action asserted against the Borrower, any of its Subsidiaries, or
any Real Property owned or at any time operated by the Borrower or any of its
Subsidiaries, including, in each case, without limitation, the reasonable fees
and disbursements of counsel and other consultants incurred in connection with
any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision)). To the extent that the undertaking to indemnify, pay
or hold harmless any Agent or any Lender set forth in the preceding sentence may
be unenforceable because it is violative of any law or public policy, the
Borrower shall make the maximum contribution to the payment and satisfaction of
each of the indemnified liabilities which is permissible under applicable law.

                  13.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
an Event of Default, each Lender is hereby authorized at any time or from time
to time, without presentment, demand, protest or other notice of any kind to the
Borrower or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Lender
(including, without limitation, by branches and agencies of such Lender wherever
located) to or for the credit or the account of any Credit Party against and on
account of the Obligations and liabilities of all Credit Parties to such Lender
under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations purchased by such Lender
pursuant to Section 13.06(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Lender shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

                  13.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
the Borrower's address specified opposite its signature below; if to any other
Credit Party, at such Credit Party's address set forth opposite its signature
below; if to any Lender, at its address specified on Schedule II below; and if
to the Administrative Agent, at the Notice Office; or, as to any Credit Party or
the Administrative Agent, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Lender, at
such other address as shall be designated by such Lender in a written notice to
the Borrower and the Administrative Agent. All such notices and communications
shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by
overnight courier, be effective when deposited in the mails, delivered to the
telegraph company, cable company or overnight courier, as the case may be, or
sent by telex or telecopier, except that notices and communications to the
Administrative Agent shall not be effective until received by the Administrative
Agent.

                                      -62-
<PAGE>
                  13.04 (a) Benefit of Agreement. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that the
Borrower may not assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of all of the Lenders and the Administrative Agent and, provided further, that
although any Lender may transfer, assign or grant participations in its rights
hereunder, such Lender shall remain a "Lender" for all purposes hereunder (and
may not transfer or assign all or any portion of its Commitment hereunder except
as provided in Section 13.04(b)) and the transferee, assignee or participant, as
the case may be, shall not constitute a "Lender" hereunder and, provided
further, that no Lender shall transfer or grant any participation under which
the participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan or Revolving
Note or extend the expiry date of any Letter of Credit beyond the Maturity Date,
or reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction
in the Total Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment shall be permitted without
the consent of any participant if the participant's participation is not
increased as a result thereof) or (ii) consent to the assignment or transfer by
the Borrower of any of their rights and obligations under this Agreement. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation.

                  (b)      Notwithstanding the foregoing, any Lender (or any
Lender together with one or more other Lenders) may (x) assign all or a portion
of its Commitment and related outstanding Obligations hereunder (or, if the
Commitments have terminated, its outstanding Obligations) to (i) its parent
company and/or any affiliate of such Lender which is at least 50% owned by such
Lender or its parent company or to one or more other Lenders or (ii) in the case
of any Lender that is a fund that invests in bank loans, any other fund that
invests in bank loans and is managed by the same investment advisor of such
Lender or by an Affiliate of such investment advisor or (y) assign all, or if
less than all, a portion equal to at least $1,000,000 in the aggregate for the
assigning Lender or assigning Lenders, of such Commitments and related
outstanding Obligations hereunder (or, if the Commitments have terminated, its
outstanding Obligations) to one or more Eligible Transferees, each of which
assignees shall become a party to this Agreement as a Lender by execution of an
Assignment and Assumption Agreement, provided that (i) at such time Schedule I
shall be deemed modified to reflect the Commitment of such new Lender and of the
existing Lenders, (ii) at the request of the assignee Lender, and upon surrender
of the relevant Revolving Notes or the provision of a customary lost note
indemnification agreement from the assignor or assignee Lender, as the case may
be, new Revolving Notes will be issued, at the Borrowers' expense, to such new
Lender and to the assigning Lender, such new Revolving Notes to be in conformity
with the requirements of Section 1.05 (with appropriate modifications) to the
extent needed to reflect the revised

                                      -63-
<PAGE>

Commitments, (iii) the consent of the Administrative Agent, any Issuing Lender
and, at any time when no Default or Event of Default is in existence, the
Borrower shall be required in connection with any such assignment pursuant to
clause (y) above (each of which consents shall not to be unreasonably withheld
or delayed), and (iv) the Administrative Agent shall receive at the time of each
such assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500 and, provided further, that such
transfer or assignment will not be effective until recorded by the
Administrative Agent on the Register pursuant to Section 13.16 hereof. To the
extent of any assignment pursuant to this Section 13.04(b), the assigning Lender
shall be relieved of its obligations hereunder with respect to its assigned
Commitments. At the time of each assignment pursuant to this Section 13.04(b) to
a Person which is not already a Lender hereunder and which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code) for Federal income tax purposes, the respective assignee Lender
shall provide to the Borrower and the Administrative Agent the appropriate
Internal Revenue Service Forms (and, if applicable a Section 4.04(b)(ii)
Certificate) described in Section 4.04(b). To the extent that an assignment of
all or any portion of a Lender's Commitments and related outstanding Obligations
pursuant to Section 1.13 or this Section 13.04(b) would, at the time of such
assignment, result in increased costs under Section 1.10, 1.11 or 4.04 greater
than those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such greater
increased costs (although the Borrower shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

                  (b)      Nothing in this Agreement shall prevent or prohibit
any Lender from pledging its Loans and Revolving Notes hereunder to a Federal
Reserve Bank in support of borrowings made by such Lender from such Federal
Reserve Bank and, with the consent of the Administrative Agent, any Lender which
is a fund may pledge all or any portion of its Revolving Notes or Loans to its
trustee or to a collateral agent providing credit or credit support to such
Lender in support of its obligations to its trustee or such collateral agent, as
the case may be. No pledge pursuant to this clause (c) shall release the
transferor Lender from any of its obligations hereunder.

                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of any Agent or any Lender or any holder of any Revolving Note in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower or any other Credit Party
and any Agent or any Lender or the holder of any Revolving Note shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which any Agent or any Lender or the holder of any
Revolving Note would otherwise have. No notice to or demand on any Credit Party
in any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
any Agent or any Lender or the holder of any Revolving Note to any other or
further action in any circumstances without notice or demand.

                                      -64-
<PAGE>
                  13.06 (a) Payments Pro Rata. Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b)      Each of the Lenders agrees that, if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action, by the enforcement of any right under the Credit
Documents, or otherwise), which is applicable to the payment of the principal
of, or interest on, the Loans, Unpaid Drawings, Commitment Commission or other
Fees, of a sum which with respect to the related sum or sums received by other
Lenders is in a greater proportion than the total of such Obligation then owed
and due to such Lender bears to the total of such Obligation then owed and due
to all of the Lenders immediately prior to such receipt, then such Lender
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations of the Borrower
to such Lenders in such amount as shall result in a proportional participation
by all the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

                  (c)      Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.

                  13.07 Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Lenders), provided that except as otherwise specifically provided herein, all
computations of Applicable Commitment Commission Percentage and the Applicable
Margin, and all computations and all definitions (including accounting terms)
used in determining compliance with Sections 9.08 and 9.09, shall utilize
accounting principles and policies in conformity with those used to prepare the
historical financial statements referred to in Section 7.05(a).

                  (b)      All computations of interest on Eurodollar Loans
hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest is payable. All computations of interest on Base
Rate Loans and computations of Fees hereunder shall be made on the basis of a
year of 365/366 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or Fees
are payable.

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CON-

                                      -65-
<PAGE>

STRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE
LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS. EACH CREDIT PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM
THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD
OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT
SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH CREDIT PARTY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH CREDIT PARTY AT ITS
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT,
ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

                  (a)      EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  13.10 Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which (i) the Borrower, each Lender and the
Administrative Agent shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile)
the same to the Administrative Agent at the Notice Office or, in the case of the
Lenders, shall have given the Administrative Agent telephonic (confirmed in
writing), written or telex notice (actually received) at such office that same
has been signed and mailed to it and (ii) the conditions contained in Section 5
are met to the satis-

                                      -66-
<PAGE>

faction of the Agents and the Required Lenders. Unless the Administrative Agent
has received actual notice from any Lender that the conditions contained in
Section 5 have not been met to its reasonable satisfaction, upon the
satisfaction of the condition described in clause (i) of the immediately
preceding sentence and upon the Administrative Agent's good faith determination
that the conditions described in clause (ii) of the immediately preceding
sentence have been met, then the Effective Date shall have been deemed to have
occurred, regardless of any subsequent determination that one or more of the
conditions thereto had not been met (although the occurrence of the Effective
Date shall not release the Borrower from any liability for failure to satisfy
one or more of the applicable conditions contained in Section 5). The
Administrative Agent will give the Borrower and each Lender prompt written
notice of the occurrence of the Effective Date.

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 (a) Amendment or Waiver; Removal of Lender etc. Neither
this Agreement nor any other Credit Document nor any terms hereof or thereof may
be changed, waived, discharged or terminated unless such change, waiver,
discharge or termination is in writing signed by the respective Credit Parties
party thereto and the Required Lenders, provided that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other than a
Defaulting Lender) (with Obligations being directly affected thereby in the case
of following clause (i)), (i) extend the final scheduled maturity of any Loan or
Revolving Note, or extend the stated maturity of, or any reimbursement
obligation under, any Letter of Credit beyond the Maturity Date, or reduce the
rate or extend the time of payment of interest or Fees (it being understood that
any amendment or modification to the financial definitions in this Agreement or
to Section 13.07(a) shall not constitute a reduction in the rate of interest or
Fees for the purposes of this clause (i)), or reduce the principal amount
thereof, or reduce any reimbursement obligations under any Letter of Credit,
(ii) amend, modify or waive any provision of this Section 13.12 (except for
technical amendments with respect to additional extensions of credit under this
Agreement of the type which afford the protections to such additional extensions
of credit provided to the Commitments on the Effective Date), (iii) reduce the
percentage specified in the definition of Required Lenders (it being understood
and agreed that, with the consent of the Required Lenders, additional extensions
of credit pursuant to this Agreement may be included in the determination of the
Required Lenders on substantially the same basis as the Commitments are included
on the Effective Date) or (iv) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement; provided
further, that no such change, waiver, discharge or termination shall (1)
increase the Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood and agreed that waivers
or modifications of conditions precedent, covenants (including, without
limitation, by means of modifications to the financial definitions or
modifications in the method of calculation of any financial covenants), Defaults
or Events of Default or of a mandatory reduction in the Total Commitments shall
not constitute an increase of the Commitment of any Lender, and that an increase
in the available portion of any Commitment of any Lender shall not constitute an
increase in the Commitment of such Lender), (2) without the consent of the
respective Issuing Lender or Issuing Lenders, amend, modify or waive any
provision of Section 2 with respect to Letters of Credit issued by it or alter
its rights or

                                      -67-
<PAGE>

obligations with respect to Letters of Credit, or (3) without the consent of
each Agent affected thereby, amend, modify or waive any provision of Section 12
as same applies to such Agent or any other provision as same relates to the
rights or obligations of such Agent.

                  (b)      Notwithstanding anything herein to the contrary, the
Borrower may in accordance with and subject to the provisions of Sections
3.02(b) and/or 4.01(b) as applicable, at any time in its sole discretion,
terminate any Lender's Commitment upon ten Business Days' prior written notice
to such Lender and the Administrative Agent (the contents of which notices shall
be promptly communicated by the Administrative Agent to each other Lender),
provided that notwithstanding the foregoing, it is understood and agreed that no
Lender's Commitment may be terminated hereunder at a time when an Event of
Default shall have occurred and be continuing or solely as a result of the
exercise of such Lender's rights pursuant to the second proviso to Section
13.12(a) (including the withholding of any required consent by such Lender
pursuant thereto). Concurrently with any termination made pursuant to this
Section 13.12(b), the Borrower shall pay to such removed Lender all amounts
owing to such Lender hereunder and under each other Credit Document in
immediately available funds and take all other actions, in each case in
accordance with Sections 3.02(b) and/or 4.01(b) as applicable, in connection
with such termination and immediately upon making such payments and taking such
actions, such Lender shall no longer constitute a "Lender" for purposes of this
Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and
13.06), which shall survive as to such Lender. Each notice by the Borrower under
this Section 13.12(b) shall constitute a representation by Borrower that the
removal described in such notice is permitted under this Section 13.12(b).

                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06 shall,
survive the execution, delivery and termination of this Agreement and the
Revolving Notes and the making and repayment of the Loans.

                  13.14 Domicile of Loans. Each Lender may transfer and carry
its Loans at, to or for the account of any office, Subsidiary or Affiliate of
such Lender. Notwithstanding anything to the contrary contained herein, to the
extent that a transfer of Loans pursuant to this Section 13.14 would, at the
time of such transfer, result in increased costs under Section 1.10, 1.11, 2.06
or 4.04 from those being charged by the respective Lender prior to such
transfer, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
transfer).

                  13.15 Confidentiality. Subject to the provisions of clause (b)
of this Section 13.15, each Lender agrees that it will not disclose without the
prior consent of the Parent (other than to its employees, auditors, advisors or
counsel or to another Lender if the Lender or such Lender's holding or parent
company in its sole discretion determines that any such party should have access
to such information, provided such Persons shall be subject to the provisions of
this Section 13.15 to the same extent as such Lender) any information with
respect to the Parent or any of its Subsidiaries which is now or in the future
furnished pursuant to this Agreement or any other Credit Document and which is
designated by the Parent to the Lenders in writing as confidential, provided
that any Lender may disclose any such information (a) as has become

                                      -68-
<PAGE>

generally available to the public, (b) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Lender or to
the Federal Reserve Board or the Federal Deposit Insurance Corporation or
similar organizations (whether in the United States or elsewhere) or their
successors, (c) as may be required or appropriate in respect to any summons or
subpoena or in connection with any litigation, (d) in order to comply with any
law, order, regulation or ruling applicable to such Lender, (e) to any Agent,
(f) to any prospective or actual transferee or participant in connection with
any contemplated transfer or participation of any of the Revolving Notes or
Commitments or any interest therein by such Lender, provided that such
prospective transferee agrees to be subject to the provisions contained in this
Section 13.15 and (g) to any nationally recognized rating agency that requires
access to information about such Lender's investment portfolio in connection
with ratings issued to such Lender.

                  (b)      Each Credit Party hereby acknowledges and agrees that
each Lender may share with any of its Affiliates any information related to the
Parent or any of its Subsidiaries (including, without limitation, any nonpublic
customer information regarding the creditworthiness of the Parent and its
Subsidiaries), provided such Persons shall be subject to the provisions of this
Section 13.15 to the same extent as such Lender.

                  (c)      Each Credit Party hereby represents and acknowledges
that, to the best of its knowledge, no Agent nor any Lender, nor any employees
or agents of, or other persons affiliated with, any Agent or any Lender, have
directly or indirectly made or provided any statement (oral or written) to such
Credit Party or to any of their respective employees or agents, or other persons
affiliated with or related to such Credit Party (or, so far as such Credit Party
is aware, to any other Person), as to the potential tax consequences of this
Agreement, any other Credit Document or any of the transactions contemplated
hereby or thereby.

                  (d)      Neither the Agents, the Lenders or any of their
respective affiliates nor any Credit Party provide accounting, tax, or legal
advice and each party has consulted, or will consult, its own advisors regarding
its participation in the transactions contemplated by this Agreement.
Notwithstanding anything provided herein, in the other Credit Documents or in
any other document or agreement relating to the transactions contemplated herein
and in the other Credit Documents, and any express or implied claims of
exclusivity or proprietary rights, the Agents, the Lenders and each of the
Credit Parties hereby agree and acknowledge that each Credit Party, the Agents,
the Lenders and any of their respective affiliates (and each of their respective
employees, representatives or other agents) are authorized to disclose to any
and all persons, beginning immediately upon commencement of their discussions
regarding such transactions and without limitation of any kind, the U.S.
federal, state, or local tax treatment and tax structure of such transactions,
and all materials of any kind (including opinions or other tax analyses) that
are provided by either any Credit Party, any Agent, any Lender or any of their
respective affiliates (and any of their respective employees, representatives or
other agents) to any other such party relating to such tax treatment and tax
structure, except to the extent that such disclosure is subject to restrictions
reasonably necessary to comply with securities laws. For purposes of this
authorization, "tax treatment" of a transaction means the purported or claimed
tax treatment of the transaction and "tax structure" of a transaction means any
fact that may be relevant to understanding the purported or claimed tax
treatment of the transaction. Nothing herein is intended to imply that any oral
or written statement as to any potential tax

                                      -69-
<PAGE>

consequences that are related to, or may result from, the transactions
contemplated by the Agreement and the other Credit Documents have been made or
provided to, or for the benefit of, any Agent, Lender, Credit Party or any of
their respective affiliates by any other such party.

                  13.16 Register. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.16, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error. Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitments of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitments shall not be effective
until such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Loans shall remain owing to the transferor. The registration of assignment
or transfer of all or part of any Commitments and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan,
or as soon thereafter as practicable, the assigning or transferor Lender shall
surrender the Revolving Note evidencing such Loan, and thereupon one or more new
Revolving Notes in the same aggregate principal amount shall be issued to the
assigning or transferor Lender and/or the new Lender. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 13.16.

                  SECTION 14. Guaranty.

                  14.01 Guaranty. In order to induce the Lenders to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by each Guarantor from the proceeds of the Loans and the
issuance of, and participations in, the Letters of Credit, each Guarantor hereby
agrees with the Lenders as follows: Each Guarantor hereby unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety the full and
prompt payment when due in cash, whether upon maturity, acceleration or
otherwise, of any and all of the Guaranteed Obligations to the Guaranteed
Creditors. If any or all of the Guaranteed Obligations to the Guaranteed
Creditors becomes due and payable hereunder, each Guarantor unconditionally
promises to pay such indebtedness to the Guaranteed Creditors, or order, on
demand, together with any and all expenses which may be incurred by the
Guaranteed Creditors in collecting any of the Guaranteed Obligations. This
Guaranty is a continuing one and the Guaranteed Obligations shall be
conclusively presumed to have been created in reliance hereon. If claim is ever
made upon any Guaranteed Creditor for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guaranteed Obligations
and any of the Guaranteed Creditors repays all or part of said amount by reason
of (i) any judgment, decree or order of any court or administrative body having
jurisdiction over such Guaranteed

                                      -70-
<PAGE>

Creditor or any of its property or (ii) any settlement or compromise of any such
claim effected by such Guaranteed Creditor with any such claimant (including the
Borrower), then and in such event each Guarantor agrees that any such judgment,
decree, order, settlement or compromise shall be binding upon the Guarantors,
notwithstanding any revocation of this Guaranty or any other instrument
evidencing any liability of the Borrower, and each Guarantor shall be and remain
liable to the Guaranteed Creditors hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

                  14.02 Bankruptcy. Additionally, each Guarantor unconditionally
and irrevocably guarantees the payment of any and all of the Guaranteed
Obligations to the Guaranteed Creditors whether or not due or payable by the
Borrower upon the occurrence of any of the events specified in Section 10.05,
and unconditionally promises to pay such indebtedness to the Guaranteed
Creditors, or order, on demand.

                  14.03 Nature of Liability. The liability of each Guarantor
hereunder is exclusive and independent of any security for or other guaranty of
the Guaranteed Obligations whether executed by any Guarantor, any other
guarantor or by any other party, and the liability of each Guarantor hereunder
is not affected or impaired by (a) any direction as to application of payment by
any Borrower or by any other party, or (b) any other continuing or other
guaranty, undertaking or maximum liability of a guarantor or of any other party
as to the Guaranteed Obligations, or (c) any payment on or in reduction of any
such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by the Borrower, or (e) any payment
made to the Guaranteed Creditors on the Guaranteed Obligations which any such
Guaranteed Creditor repays to the Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and each Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding.

                  14.04 Independent Obligation. No invalidity, irregularity or
unenforceability of all or any part of the Guaranteed Obligations or of any
security therefor shall affect, impair or be a defense to this Guaranty, and
this Guaranty shall be primary, absolute and unconditional notwithstanding the
occurrence of any event or the existence of any other circumstances which might
constitute a legal or equitable discharge of a surety or guarantor except
payment in full of the Guaranteed Obligations. The obligations of each Guarantor
hereunder are independent of the obligations of the Borrower, any other
guarantor or any other Person, and a separate action or actions may be brought
and prosecuted against each Guarantor whether or not action is brought against
any Borrower, any other guarantor or any other Person and whether or not any
Borrower, any other guarantor or any other Person be joined in any such action
or actions. Each Guarantor waives, to the full extent permitted by law, the
benefit of any statute of limitations affecting its liability hereunder or the
enforcement thereof. Any payment by a Borrower or other circumstance which
operates to toll any statute of limitations as to such Borrower shall operate to
toll the statute of limitations as to the Guarantors.

                  14.05 Authorization. Each Guarantor authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
law and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

                                      -71-
<PAGE>

                  (a)      change the manner, place or terms of payment of,
and/or change or extend the time of payment of, renew, increase, accelerate or
alter, any of the Guaranteed Obligations (including any increase or decrease in
the rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and this Guaranty shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

                  (b)      take and hold security for the payment of the
Guaranteed Obligations and sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;

                  (c)      exercise or refrain from exercising any rights
against the Borrower or others, or otherwise act or refrain from acting;

                  (d)      release or substitute any one or more endorsers,
guarantors, the Borrower or other obligors;

                  (e)      settle or compromise any of the Guaranteed
Obligations, any security therefor or any liability (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to its creditors other than the
Guaranteed Creditors;

                  (f)      apply any sums by whomsoever paid or howsoever
realized to any liability or liabilities of the Borrower to the Guaranteed
Creditors regardless of what liability or liabilities of the Borrower remain
unpaid;

                  (g)      consent to or waive any breach of, or any act,
omission or default under, this Agreement, any other Credit Document or any of
the instruments or agreements referred to herein or therein, or otherwise amend,
modify or supplement this Agreement, any other Credit Document or any of such
other instruments or agreements; and/or

                  (h)      take any other action which would, under otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of any Guarantor from its liabilities under this Guaranty.

                  14.06 Reliance. It is not necessary for the Guaranteed
Creditors to inquire into the capacity or powers of the Borrower or the
officers, directors, partners or agents acting or purporting to act on its or
their behalf, and any Guaranteed Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.

                  14.07 Rights of Contribution. (a) The Guarantors hereby agree,
as between themselves, that if any Guarantor shall become an Excess Funding
Guarantor (as defined below) by reason of the payment by such Guarantor of any
Guaranteed Obligations, each other Guarantor shall, on demand of such Excess
Funding Guarantor (but subject to the next sentence),

                                      -72-
<PAGE>

pay to such Excess Funding Guarantor an amount equal to such Guarantor's Pro
Rata Share (as defined below and determined, for this purpose, without reference
to the properties, debts and liabilities of such Excess Funding Guarantor) of
the Excess Payment (as defined below) in respect of such Guaranteed Obligations.
The payment obligation of a Guarantor to any Excess Funding Guarantor under this
Section shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of this Article 14 and such Excess Funding Guarantor shall not exercise any
right or remedy with respect to such excess until payment in full of all
Guaranteed Obligations.

                  (b)      For purpose of this Section, (i) "Excess Funding
Guarantor" means, in respect of any Guaranteed Obligations, a Guarantor that has
paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations,
(ii) "Excess Payment" means, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of
such Guaranteed Obligations and (iii) "Pro Rata Share" means, for any Guarantor,
the ratio (expressed as percentage) or (x) the amount by which the aggregate
present fair saleable value of all properties of such Guarantor (excluding any
shares of stock of any other Guarantor) exceeds the amount of all the debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder and any obligations of any other Guarantor that have been Guaranteed
by such Guarantor) to (y) the amount by which the aggregate fair saleable value
of all properties of all the Guarantors exceeds the amount of all the debts and
liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities, but excluding the obligations of the Borrower and the Guarantors
hereunder and under the other Credit Documents) of all the Guarantors,
determined (A) with respect to any Guarantor that is a party hereto on the
Effective Date, as of the Effective Date, and (B) with respect to any other
Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

                  14.08 Waiver. (a) Each Guarantor waives any right (except as
shall be required by applicable law and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against the Borrower, any other guarantor or
any other party, (ii) proceed against or exhaust any security held from the
Borrower, any other guarantor or any other party or (iii) pursue any other
remedy in any Guaranteed Creditor's power whatsoever. Each Guarantor waives any
defense based on or arising out of any defense of the Borrower any other
guarantor or any other party, other than payment in full in cash of the
Guaranteed Obligations, based on or arising out of the disability of the
Borrower, any other guarantor or any other party, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of the Borrower other than payment in full of the
Guaranteed Obligations. The Guaranteed Creditors may, at their election,
foreclose on any security held by the Administrative Agent, the Collateral Agent
or any other Guaranteed Creditor by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the
extent permitted by applicable law and subject to the relevant provisions of the
applicable Security Documents), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower or any other party, or any
security, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Guaranteed Obligations have been
irrevocably and indefeasibly paid in full in cash. Each Guarantor waives any
defense arising out of any such election by the Guaranteed Creditors, even
though such election operates to impair or extinguish

                                      -73-
<PAGE>

any right of reimbursement or subrogation or other right or remedy of any
Guarantor against the Borrower or any other party or any security.

                  (b)      Each Guarantor waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Guaranty, and notices of the existence, creation or incurring of new or
additional Guaranteed Obligations. Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks which
such Guarantor assumes and incurs hereunder, and agrees that the Guaranteed
Creditors shall have no duty to advise any Guarantor of information known to
them regarding such circumstances or risks.

                  (c)      Until such time as the Guaranteed Obligations have
been paid in full in cash, each Guarantor hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to
the claims of the Guaranteed Creditors against the Borrower or any other
guarantor of the Guaranteed Obligations and all contractual, statutory or common
law rights of reimbursement, contribution or indemnity from the Borrower or any
other guarantor which it may at any time otherwise have as a result of this
Guaranty.

                  (d)      Each Guarantor warrants and agrees that each of the
waivers set forth above is made with full knowledge of its significance and
consequences and that if any of such waivers are determined to be contrary to
any applicable law of public policy, such waivers shall be effective only to the
maximum extent permitted by law.

                  14.09 Payment. All payments made by any Guarantor pursuant to
this Section 14 shall be made in Dollars in immediately available funds. All
payments made by any Guarantor pursuant to this Section 14 will be made without
setoff, counterclaim or other defense, and shall be subject to the provisions of
Sections 4.03 and 4.04.

                  14.10 Savings Clause. Each Lender and each Guarantor hereby
confirms that it is its intention that this Guaranty not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform
Fraudulent Transfer Act or any similar federal or state law. To effectuate the
foregoing intention, each Lender and each Guarantor hereby irrevocably agrees
that Guaranteed Obligations guaranteed by each Guarantor under this Guaranty
shall be limited to such amount as will, after giving effect to such maximum
amount and all of such Guarantor's other (contingent or otherwise) liabilities
that are relevant under such laws (but excluding, to the maximum extent
permitted by applicable law, any liabilities of a Guarantor arising under any
other indebtedness that is subordinated to the Guaranteed Obligations or any
obligations under this Guarantee), and after giving effect to any rights to
contribution pursuant to Section 14.07 hereof, result in the Guaranteed
Obligations of such Guarantor in respect of such maximum amount not constituting
a fraudulent transfer or conveyance.

                                     ******

                                      -74-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:                                 TEXAS GENCO, LP
c/o Texas Genco GP, LLC
1111 Louisiana Street                    By: TEXAS GENCO GP, LLC,
Houston, Texas 77002                     its General Partner
Attn: Linda Geiger, Assistant Treasurer
Facsimile: (713) 207-3301                By: /s/ MARC KILBRIDE
copy to: Marc Kilbride, Treasurer            -----------------------------------
Facsimile: (713) 207-3301                    Name:  Marc Kilbride
                                             Title: Vice President and Treasurer

Address:                                 TEXAS GENCO HOLDINGS, INC.
1111 Louisiana Street
Houston, Texas 77002                     By: /s/ MARC KILBRIDE
Attn: Linda Geiger, Assistant Treasurer      -----------------------------------
Facsimile: (713) 207-3301                    Name:  Marc Kilbride
copy to: Marc Kilbride, Treasurer            Title: Vice President and Treasurer
Facsimile: (713) 207-3301

Address:                                 TEXAS GENCO GP, LLC
1111 Louisiana Street
Houston, Texas 77002                     By: /s/ MARC KILBRIDE
Attn: Linda Geiger, Assistant Treasurer      -----------------------------------
Facsimile: (713) 207-3301                    Name:  Marc Kilbride
copy to: Marc Kilbride, Treasurer            Title: Vice President and Treasurer
Facsimile: (713) 207-3301

                 SIGNATURE PAGE TO TEXAS GENCO CREDIT AGREEMENT
<PAGE>

Address:                                 TEXAS GENCO LP, LLC
1011 Centre Road, Suite 324
Wilmington, DE 19805                     By: /s/ PATRICIA F. GENZEL
Telephone: 302-225-0600                      -----------------------------------
Facsimile: 302-225-0625                      Name:  Patricia F. Genzel
Attn: President                              Title: President and Secretary

with a copy to:
c/o Texas Genco Holdings, Inc.
1111 Louisiana Street
Houston, Texas 77002
Attn: Linda Geiger, Assistant Treasurer
Facsimile: (713) 207-3301
copy to: Marc Kilbride, Treasurer
Facsimile: (713) 207-3301

Address:                                 TEXAS GENCO SERVICES , LP
c/o Texas Genco GP, LLC
1111 Louisiana Street                     By:  TEXAS GENCO GP, LLC,
Houston, Texas 77002                      its General Partner
Attn: Linda Geiger, Assistant Treasurer
Facsimile: (713) 207-3301                By: /s/ MARC KILBRIDE
copy to: Marc Kilbride, Treasurer            -----------------------------------
Facsimile: (713) 207-3301                    Name:  Marc Kilbride
                                             Title: Vice President and Treasurer


                 SIGNATURE PAGE TO TEXAS GENCO CREDIT AGREEMENT
<PAGE>

                                         DEUTSCHE BANK AG NEW YORK BRANCH,
                                         individually and as
                                         Administrative Agent and
                                         Collateral Agent

                                         By: /s/ RICHARD HENSHALL
                                             -----------------------------------
                                             Name:  Richard Henshall
                                             Title: Director

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


                 SIGNATURE PAGE TO TEXAS GENCO CREDIT AGREEMENT
<PAGE>

                                         COMPASS BANK, individually and as
                                         Documentation Agent

                                         By:  /s/ COLLIN G. SANDERS
                                             -----------------------------------
                                             Name:  Collin G. Sanders
                                             Title: Senior Vice President

                 SIGNATURE PAGE TO TEXAS GENCO CREDIT AGREEMENT
<PAGE>

                                             BANK OF AMERICA N.A.

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

                                             CITIBANK, N.A.

                                             By: /s/ STUART J. GLEN
                                                 -----------------------
                                                 Name: Stuart J. Glen
                                                 Title: Vice President

                                             CREDIT SUISSE FIRST BOSTON ACTING
                                             THROUGH ITS CAYMAN ISLANDS BRANCH

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

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

                                             JPMORGAN CHASE BANK

                                             By: /s/ ROBERT TRUBAND
                                                 ---------------------------
                                                 Name: Robert Truband
                                                 Title: Vice President

                                             WACHOVIA BANK, NATIONAL ASSOCIATION

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

<PAGE>

                                                                      SCHEDULE 7

                                   COMMITMENTS

<TABLE>
<CAPTION>
Lender                                                 Commitment
------                                                 ----------
<S>                                                    <C>
Deutsche Bank AG New York Branch                       $15,000,000
Bank of America, N.A.                                  $10,000,000
Citibank N.A.                                          $10,000,000
Compass Bank                                           $10,000,000
Credit Suisse First Boston, acting through its         $10,000,000
Cayman Islands Branch
JPMorgan Chase Bank                                    $10,000,000
Wachovia                                               $10,000,000

                                               Total:  $75,000,000
                                                       ===========
</TABLE>

<PAGE>

                                                                     SCHEDULE II

                                LENDER ADDRESSES

DEUTSCHE BANK AG NEW YORK BRANCH
60 Wall Street
New York, NY  10005-2858
Telephone: (212) 250-3968
Facsimile: (212) 797-4346
Attention: Richard Henshall

COMPASS BANK
24 Greenway Plaza, Suite 1400
Houston, TX  77046
Telephone: (713) 968-8234
Facsimile: (713) 968-8211
Attention: Collis Sanders

BANK OF AMERICA, N.A.
901 Main Street, 14th Floor
Dallas, TX  75202
Telephone: (214) 209-1228
Facsimile: (214) 290-9415
Attention: Marija Salic

CITIBANK, N.A.
2 Penns Way, Suite 110
New Castle, DE  19720
Telephone: (302) 894-6084
Facsimile: (212) 994-0847
Attention: Karen Riley

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS
CAYMAN ISLANDS BRANCH
One Madison Avenue
New York, NY  10010
Telephone: (212) 538-3380
Facsimile: (212) 325-9049
Attention: Ed Markowski

JPMORGAN CHASE BANK
1111 Fannin Street, 10th Floor
Houston, TX  77002
Telephone: (713) 750-2355
Facsimile: (713) 427-6307
Attention: Claudette Reid

<PAGE>

                                                                          Page 2

WACHOVIA BANK, NATIONAL ASSOCIATION
201 S. College St. 9th Floor
NC 1183
Charlotte, NC 28288-1183
Telephone: (704) 374-4425
Facsimile: (704) 715-0097
Attention: Cynthia Rawson

<PAGE>

                                                                    SCHEDULE III

                             Governmental Approvals

                                      None

<PAGE>

                                                                     SCHEDULE IV

                              Existing Indebtedness

      OUTSTANDING INDEBTEDNESS FOR BORROWED MONEY AS OF THE EFFECTIVE DATE
                                 (IN THOUSANDS)

<TABLE>
<S>                                      <C>       <C>          <C>
Kilman Note                              12.50%    8/25/2017    $   436
Capitalized Lease Obligations                                     6,784
Money Pool Borrowings                                                 0
Credit Agreement Borrowings                                      26,000
                                                                -------
Total for Parent and its Subsidiaries                           $33,220
                                                                =======
</TABLE>
<PAGE>

                             FORM OF REVOLVING NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT REFERRED TO BELOW.
TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED
IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF
SUCH AGREEMENT.

$_________________                                            New York, New York
                                                             __________ __, 200_

FOR VALUE RECEIVED, TEXAS GENCO, LP (the "Borrower") hereby promises to pay to
______________ or its registered assigns (the "Lender"), in Dollars (as defined
in the Agreement referred to below) in immediately available funds, at the
office of Deutsche Bank AG New York Branch (the "Administrative Agent") located
at 90 Hudson Street, First Floor, Jersey City, New Jersey 07302 on the Maturity
Date (as defined in the Agreement) the principal sum of ________ DOLLARS ($____)
or, if less, the unpaid principal amount of all Loans (as defined in the
Agreement) made by the Lender pursuant to the Agreement.

The Borrower promises also to pay interest on the unpaid principal amount hereof
in like money at said office from the date hereof until paid at the rates and at
the times provided in Section 1.08 of the Agreement.

This Note is one of the Revolving Notes referred to in the Credit Agreement,
dated as of December 23, 2003, among the Borrower, Texas Genco Holdings, Inc.,
Texas Genco GP, LLC, Texas Genco LP, LLC, Texas Genco Services, LP, certain
financial institutions from time to time party thereto (including the Lender),
Compass Bank, as Documentation Agent and the Administrative Agent in such
capacity and as Collateral Agent (as amended, modified or supplemented from time
to time, the "Agreement") and is entitled to the benefits thereof and of the
other Credit Documents (as defined in the Agreement). This Note is secured by
the Security Documents (as defined in the Agreement) to the extent provided
therein, and is entitled to the benefits of the Guaranty (as defined in the
Agreement). This Note is subject to voluntary prepayment and mandatory repayment
prior to the Maturity Date (as defined in the Agreement), in whole or in part,
as provided in the Agreement.

In case an Event of Default (as defined in the Agreement) shall occur and be
continuing, the principal of and accrued interest on this Note may become or be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in
connection with this Note.

<PAGE>

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE
REGISTRATION AND OTHER PROVISIONS OF SECTION 13.16 OF THE AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.

                                       TEXAS GENCO, LP

                                       By:  TEXAS GENCO GP, LLC,
                                       its General Partner

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                          FORM OF OFFICER'S CERTIFICATE
                             [NAME OF CREDIT PARTY]

         The undersigned, the duly elected or appointed, authorized and acting
Responsible Officer of [Name of Credit Party], a _________ corporation, pursuant
to Section 5.04 of the Credit Agreement dated as of December 23, 2003 (the
"Credit Agreement") among Texas Genco, Texas Genco, LP, Texas Genco GP, LLC,
Texas Genco LP, LLC, Texas Genco Services, LP, the lenders from time party
thereto, Deutsche Bank AG New York Branch, as Administrative Agent and
Collateral Agent, and Compass Bank, as Documentation Agent (all capitalized
terms not defined herein have the meaning ascribed to them in the Credit
Agreement), hereby certifies as follows:

         a.       The following named individuals are Responsible Officers of
[Name of Credit Party], each of which holds the office of [Name of Credit Party]
set forth opposite his name as of the date hereof. The signature written
opposite the name and title of each such officer is his genuine signature.

<TABLE>
<CAPTION>
     Name                               Office                     Signature
------------------------        -----------------------      -------------------------
<S>                             <C>                          <C>
________________________        ________________________     _________________________
________________________        ________________________     _________________________
________________________        ________________________     _________________________
</TABLE>

         b.       Attached hereto as Exhibits "A" and "B," respectively, are
true and correct copies of (i) the [Articles of Incorporation or equivalent
organizational document] of [Name of Credit Party] as filed in the Office of the
Secretary of State of the State of _____ on ______ as in full force and effect
on the date hereof and (ii) the [Bylaws or equivalent organizational document]
of [Name of Credit Party] as in full force and effect on the date hereof.

         c.       Attached hereto as Exhibit "C" are true and correct copies of
certain resolutions (the "Resolutions") duly adopted by the [Board of
Directors][Sole Manager] of [Name of Credit Party] approving and authorizing the
execution, delivery and performance by [Name of Credit Party] of each Credit
Document to which such person is a party and authorizing the borrowings and
other transactions contemplated thereunder. The Resolutions have not been
amended, modified or revoked since their adoption and remain in full force and
effect as of the date hereof. Except as attached hereto as Exhibit C, no
resolutions have been adopted by the [Board of Directors][Sole Manager] of [Name
of Credit Party] which deal with the execution, delivery or performance of any
of the Credit Documents to which [Name of Credit Party] is party.

         d.       Attached hereto as Exhibit "D" is a true and correct copy of a
[long form good standing certificate][certificate of existence and a certificate
of account status] of [Name of Credit Party] in its jurisdiction of
organization.

                 REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this certificate as of
December __, 2003.

                                           _____________________________________
                                           Name:________________________________
                                           Title:_______________________________

         I, the undersigned, [Responsible Officer] of [Name of Credit Party], do
hereby certify on behalf of [Name of Credit Party] that:

         1.       [Name of Person making above certifications] is the duly
elected and qualified [Responsible Officer] of [Name of Credit Party] and the
signature above is his genuine signature.

         2.       The certifications made by [name of Person making above
certifications] on behalf of [Name of Credit Party] in items a, b, c and d above
are true and correct.

         IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
December, 2003.

                                         [NAME OF CREDIT PARTY]

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                            FORM OF PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of ______, 200_, made by and among Texas Genco, LP, a
Texas limited partnership (the "Company"), with and in favor of the Collateral
Agent (as defined below).

                              W I T N E S S E T H:

WHEREAS, the Company, Texas Genco Holdings, Inc., Texas Genco GP, LLC, Texas
Genco GP, LLC, Texas Genco, LP, Texas Genco Services, LP, the lenders from time
to time party thereto (the "Lenders"), Deutsche Bank AG New York Branch, as
Administrative Agent and Compass Bank, as Documentation Agent, have entered into
a Credit Agreement, dated the date hereof (as amended, modified or supplemented
from time to time, the "Credit Agreement"), providing for the making of Loans
to, and the issuance of Letters of Credit for the account of, the Company as
contemplated therein;

                  WHEREAS, it is a condition precedent to the making of Loans
and the issuance of, and participation in, Letters of Credit for the account of
the Company under the Credit Agreement that the Company shall have executed and
delivered to the Collateral Agent this Agreement; and

WHEREAS, the Company will obtain benefits from the incurrence of Loans by, and
the issuance of, and participation in, Letters of Credit for its account under
the Credit Agreement and, accordingly, the Company desires to enter into this
Agreement in order to satisfy the condition described in the preceding
paragraph;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders to
maintain or make Loans and issue Letters of Credit under the Credit Agreement,
the parties hereto hereby agree as follows:

                  1.       Defined Terms. (a) Unless otherwise defined herein,
each term defined in the Credit Agreement and used herein shall have the meaning
given to such term in the Credit Agreement.

                  (b)      The following terms shall have the following
meanings:

"Agreement": this Pledge Agreement, as the same may be amended, modified or
otherwise supplemented from time to time.

"Bonds": bonds issued by the Company pursuant to the Indenture, including
without limitation, the Pledged Bonds.

                                      -5-

<PAGE>

"Collateral": the collective reference to (i) the Pledged Bonds, all documents
and instruments issued or delivered in respect of any Pledged Bonds, the rights
and interest of the holder or registered owner of each Pledged Bond in and under
the Pledged Bonds (including such rights and interest in any and all collateral
securing the Pledged Bonds), such documents and instruments, any and all other
documents and instruments that from time to time secure payment of such Pledged
Bond, (ii) all Investment Property constituting or arising from any Collateral,
and (iii) all Proceeds of any of the foregoing.

"Collateral Agent": Deutsche Bank AG New York Branch, in its capacity as
Collateral Agent under the Credit Agreement.

"Credit Agreement": the Credit Agreement, dated as of December 23, 2003, among
Texas Genco Holdings, Inc., Texas Genco GP, LLC, Texas Genco GP, LLC, Texas
Genco, LP, the lenders from time to time party thereto, Deutsche Bank AG New
York Branch, as Administrative Agent and Compass Bank, as Documentation Agent,
as amended, supplemented or otherwise modified from time to time.

"Indenture": the First Mortgage Indenture, dated as of December 23, 2003,
between the Company and the Trustee, as amended or supplemented from time to
time.

"Investment Property": the collective reference to (i) all "investment property"
as such term is defined in Section 9-102(a)(49) of the New York UCC as in effect
in the State of New York on the date hereof and (ii) whether or not constituting
"investment property" as so defined, all Pledged Bonds.

"New York UCC": the Uniform Commercial Code as from time to time in effect in
the State of New York.

"Obligations": shall mean and include all of the following:

                  (1)      the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, principal, premium, interest
(including, without limitation, all interest that accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of any Credit Party at the rate provided
for in the respective documentation, whether or not a claim for post-petition
interest is allowed in any such proceeding), reimbursement obligations under
Letters of Credit, fees, costs and indemnities) of each Credit Party to the
Secured Parties, whether now existing or hereafter incurred under, arising out
of, or in connection with, the Credit Agreement and the other Credit Documents
(including, in the case of each Credit Party that is a Guarantor, all such
obligations, liabilities and indebtedness of such Credit Party under the
Guaranty) and the due performance and compliance by each Credit Party with all
of the terms, conditions and agreements contained in the Credit Agreement and in
such other Credit Documents;

                  (2)      any and all sums advanced by the Collateral Agent in
order to preserve the Collateral or preserve its security interest in the
Collateral;

                                      -6-

<PAGE>

                  (3)      in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations, or liabilities of any Credit Party
referred to in clause (1), after an Event of Default shall have occurred and be
continuing, the reasonable expenses of retaking, holding, preparing for sale or
lease, selling or otherwise disposing of or realizing on the Collateral, or of
any exercise by the Collateral Agent of its rights hereunder, together with
reasonable attorneys' fees and court costs;

                  (4)      all amounts paid by any Agent or Lender as to which
such Agent or Lender has the right to reimbursement under the relevant Sections
described in Section 13.13 of the Credit Agreement; and

                  (5)      all amounts owing to the Administrative Agent
pursuant to any of the Credit Documents in its capacity as such;

it being acknowledged and agreed that the "Obligations" shall include extensions
of credit of the types described above, whether outstanding on the date of this
Agreement or extended from time to time after the date of this Agreement.

"Pledged Bonds": shall mean the First Mortgage Indenture Bonds Series A,
initially authenticated and delivered in the aggregate principal amount of
Seventy-five Million Dollars ($75,000,000), established in the First
Supplemental Indenture, dated as of December 23, 2003, between the Company and
the Trustee.

"Primary Obligations" shall have the meaning provided in Section 6(c) of this
Agreement.

"Pro Rata Share" shall have the meaning provided in Section 6(c) of this
Agreement.

"Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64) of
the New York UCC in effect in the State of New York on the date hereof and, in
any event, including, without limitation, principal, interest and other income
from the Pledged Bonds and all collections thereon and any money or property
realized or collected in connection with any collateral security or guarantee
with respect to the Pledged Bonds.

"Secondary Obligations" shall have the meaning provided in Section 6(c) of this
Agreement.

"Secured Party": each Lender under the Credit Agreement, the Issuing Lenders,
the Collateral Agent and each other Agent.

"Securities Act": the Securities Act of 1933, as amended.

"Termination Date": shall have the meaning provided in Section 21 of this
Agreement.

"Trustee": JPMorgan Chase Bank, in its capacity as Trustee under the Indenture.

                  (c)      The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any

                                      -7-

<PAGE>

particular provision of this Agreement, and section and paragraph references are
to this Agreement unless otherwise specified.

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

                  2.       Delivery and Pledge. (a) The Company hereby delivers,
transfers, assigns, pledges and issues to the Collateral Agent, for the ratable
benefit of the Secured Parties, the Pledged Bonds, and hereby grants to the
Collateral Agent, for the ratable benefit of the Secured Parties, a first
priority security interest in the Collateral, in each case as collateral
security for the prompt and complete payment and performance by the Company when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations. The Company hereby agrees that (i) subject to the terms hereof, the
Collateral Agent is, and will have all the rights and interests of a holder and
registered owner of each Pledged Bond, and all rights and interests under and in
the Collateral, and (ii) the Collateral Agent may exercise such rights and any
other rights set forth herein or under applicable law, and realize on such
interests, in each case for the ratable benefit of the Secured Parties, to
satisfy, in whole or in part, the Obligations, in accordance with, and subject
to, the terms hereof and the terms of the Credit Agreement.

                  (b)      The Company shall cause the physical delivery of the
Pledged Bonds in certificated form to the Collateral Agent, registered in its
name as Collateral Agent.

                  3.       Restrictions on Transfer of Pledged Bonds; Voting of
Pledged Bonds. (a) unless an Event of Default shall have occurred and be
continuing, the Collateral Agent shall not sell, assign or transfer the Pledged
Bonds.

                  (b)      Unless an Event of Default shall have occurred or
unless otherwise instructed by the Required Lenders, where consent of holders of
Bonds of the Company is sought, the Collateral Agent shall vote, or shall
consent with respect thereto, as follows: (i) the Collateral Agent shall vote
all Pledged Bonds then held by it, or consent with respect thereto, in favor of
any or all amendments or modifications of the Indenture which the Company has
requested in connection with the supplemental indentures thereto for the
issuance of additional Bonds to the extent permitted under the Credit Agreement;
and (ii) with respect to any other amendments or modifications of the Indenture,
the Collateral Agent shall vote all Pledged Bonds then held by it, or consent
with respect thereto, in accordance with the written direction of the Required
Lenders. Notwithstanding the foregoing, if an Event of Default shall have
occurred and be continuing, the Collateral Agent may vote the Pledged Bonds as
contemplated by Section 6 of this Agreement.

                  4.       Representations and Warranties. The Company
represents and warrants that:

                  (a)      The Pledged Bonds in certificated form delivered to
         the Collateral Agent and registered in its name as Collateral Agent
         represents all of the Bonds authenticated and delivered on the date
         hereof.

                                      -8-

<PAGE>

                  (b)      Each of the Pledged Bonds constitutes the legal,
         valid and binding obligation of the Company, enforceable in accordance
         with its terms, subject to the effects of bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws relating to or affecting creditors' rights generally, general
         equitable principles (whether considered in a proceeding in equity or
         at law) and an implied covenant of good faith and fair dealing.

                  (c)      Upon delivery in certificated form to the Collateral
         Agent of the Pledged Bonds, (i) subject to Section 3(b) hereof, the
         Collateral Agent shall be entitled to all voting, consensual and other
         rights accruing to the holders of Bonds under the Indenture, and (ii)
         the security interest created pursuant to this Agreement will
         constitute a valid, perfected first priority security interest in the
         Collateral, enforceable in accordance with its terms against all
         creditors of the Company and any persons purporting to purchase any
         Collateral from the Company, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally,
         general equitable principles (whether considered in a proceeding in
         equity or at law) and an implied covenant of good faith and fair
         dealing.

                  (d)      There exists no default under any Pledged Bond.

                  5.       Covenants. The Company covenants and agrees with the
Collateral Agent, for the benefit of the Secured Parties, that, from and after
the date of this Agreement until this Agreement is terminated and the security
interests created hereby are released:

                  (a)      The Company shall (i) not take or omit to take any
         action, the taking or the omission of which would result in an
         alteration or impairment of the security interest created by this
         Agreement, it being understood that the foregoing is not intended to
         restrict any supplement to the Indenture that is effected from time to
         time in accordance with the terms thereof to the extent permitted by
         the Credit Agreement and (ii) defend such security interest against
         claims and demands of all persons whomsoever. At any time and from time
         to time, upon the written request of the Collateral Agent and at the
         sole expense of the Company, the Company shall promptly and duly
         execute and deliver, and have recorded, such further instruments and
         documents and take such further actions as the Collateral Agent
         reasonably may request for the purposes of obtaining or preserving the
         full benefits of this Agreement and of the rights and powers herein
         granted, including, without limitation, in the case of any relevant
         Collateral, taking any actions necessary to enable the Collateral Agent
         to obtain "control" (within the meaning of the New York UCC) with
         respect thereto.

                  (b)      The Company shall not enter into any agreement
         amending or supplementing the Collateral except in accordance with, and
         subject to the terms of, the Indenture and to the extent permitted by
         the Credit Agreement.

                  (c)      The Company shall pay, and save the Collateral Agent
         and the Secured Parties harmless from, any and all liabilities with
         respect to, or resulting from any delay in paying, any and all stamp,
         excise, sales or other taxes and any and all recording and

                                      -9-

<PAGE>

         filing fees which may be payable or determined to be payable with
         respect to any of the Collateral or in connection with any of the
         transactions contemplated by this Agreement.

                  (d)      Any sums paid upon or in respect of the Pledged Bonds
         upon the liquidation or dissolution of the Company shall be paid over
         to the Collateral Agent to be held by it or applied hereunder, for the
         ratable benefit of the Secured Parties, as additional collateral
         security for the Obligations, and in case any distribution of capital
         shall be made on or in respect of the Pledged Bonds or any property
         shall be distributed upon or with respect to the Pledged Bonds pursuant
         to the recapitalization or reclassification of the capital of the
         Company or pursuant to the reorganization thereof, the property so
         distributed shall, unless otherwise subject to a perfected security
         interest in favor of the Collateral Agent, be delivered to the
         Collateral Agent to be held or applied hereunder, for the ratable
         benefit of the Secured Parties, as additional collateral security for
         the Obligations. If any sums of money or property so paid or
         distributed in respect of the Pledged Bonds shall be received by the
         Company, the Company shall, until such money or property is paid or
         delivered to the Collateral Agent, hold such money or property in trust
         for the Collateral Agent and the Secured Parties, segregated from other
         funds of the Company, as additional collateral security for the
         Obligations.

                  (e)      The Company shall not (i) create, incur or permit to
         exist any Lien or option in favor of, or any claim of any person with
         respect to, any of the Pledged Bonds, or any interest therein, except
         for the security interests created by this Agreement or by the
         Indenture or (ii) enter into any agreement or undertaking restricting
         the right or ability of the Company or the Collateral Agent to sell,
         assign, transfer or apply to the Obligations any of the Collateral.

                  6.       Remedies; Application of Proceeds. (a) If an Event of
Default shall have occurred and be continuing, the rights and remedies of the
Collateral Agent with respect to the Company and the Collateral shall include
(without limitation of the other rights and remedies available to the Collateral
Agent or any Secured Party under the Credit Agreement, the Indenture, each other
Credit Document or otherwise available to it under applicable law) (i) the right
to collect all amounts payable under the Pledged Bonds or any other Collateral
for the benefit of the Secured Parties and hold it for their benefit or apply it
to the Obligations, (ii) the right to attend or be represented by proxy at any
meeting of bondholders under the Indenture without regard to Section 3(b)
hereof, (iii) the right to vote the Pledged Bonds in accordance with the terms
of the Indenture without regard to Section 3(b) hereof, (iv) the right to issue
consents and waivers with respect to the Pledged Bonds without regard to Section
3(b) hereof, (v) the right to issue any and all instructions and requests for
action to the Trustee that are permitted to a bondholder under the Indenture
without regard to Section 3(b) hereof, and (vi) the right to exercise all other
rights and remedies of a registered "holder" of a Pledged Bond under the
Indenture without regard to Section 3(b) hereof.

                  (b)      Application of Proceeds by the Collateral Agent
hereunder, or any other application by the Collateral Agent of sums or property
hereunder to be made to, or for the benefit of, the Secured Parties shall be as
follows:

                                      -10-

<PAGE>

                  (i)      first, to the payment of all amounts owing to the
Collateral Agent of the type described in clauses (2), (3) and (4) of the
definition of "Obligations";

                  (ii)     second, to the extent proceeds remain after the
application pursuant to the preceding clause (i), to the payment of all amounts
owing to the Administrative Agent of the type described in clauses (4) and (5)
of the definition of "Obligations";

                  (iii)    third, to the extent proceeds remain after the
application pursuant to the preceding clauses (i) and (ii), an amount equal to
the outstanding Primary Obligations shall be paid to the Secured Parties as
provided in Section 6(f) hereof, with each Secured Party receiving an amount
equal to its outstanding Primary Obligations or, if the proceeds are
insufficient to pay in full all such Primary Obligations, its Pro Rata Share of
the amount remaining to be distributed;

                  (iv)     fourth, to the extent proceeds remain after the
application pursuant to the preceding clauses (i) through (iii), inclusive, an
amount equal to the outstanding Secondary Obligations shall be paid to the
Secured Parties as provided in Section 6(f) hereof, with each Secured Party
receiving an amount equal to its outstanding Secondary Obligations or, if the
proceeds are insufficient to pay in full all such Secondary Obligations, its Pro
Rata Share of the amount remaining to be distributed; and

                  (v)      fifth, to the extent proceeds remain after the
application pursuant to the preceding clauses (i) through (iv), inclusive, and
following the termination of this Agreement pursuant to Section 21 hereof, to
the Company or to whomever may be lawfully entitled to receive such surplus.

                  (c)      For purposes of this Agreement (x) "Pro Rata Share"
shall mean, when calculating a Secured Party's portion of any distribution or
amount, that amount (expressed as a percentage) equal to a fraction the
numerator of which is the then unpaid amount of such Secured Party's Primary
Obligations or Secondary Obligations, as the case may be, and the denominator of
which is the then outstanding amount of all Primary Obligations or Secondary
Obligations, as the case may be, (y) "Primary Obligations" shall mean all
principal of, premium and interest on, all Loans, all Unpaid Drawings, the
Stated Amount on all outstanding Letters of Credit and all Fees and (z)
"Secondary Obligations" shall mean all Obligations other than Primary
Obligations.

                  (d)      When payments to the Secured Parties are based upon
their respective Pro Rata Shares, the amounts received by such Secured Parties
hereunder shall be applied (for purposes of making determinations under this
Section 6 only) (i) first, to their Primary Obligations and (ii) second, to
their Secondary Obligations. If any payment to any Secured Party of its Pro Rata
Share of any distribution would result in overpayment to such Secured Party,
such excess amount shall instead be distributed in respect of the unpaid Primary
Obligations or Secondary Obligations, as the case may be, of the other Secured
Parties, with each Secured Party whose Primary Obligations or Secondary
Obligations, as the case may be, have not been paid in full to receive an amount
equal to such excess amount multiplied by a fraction the numerator of which is
the unpaid Primary Obligations or Secondary Obligations, as the case may be, of
such Secured Party and the denominator of which is the unpaid Primary
Obligations or Secondary Obligations, as the case may be, of all Secured Parties
entitled to such distribution.

                                      -11-

<PAGE>

                  (e)      Each of the Secured Parties, by their acceptance of
the benefits hereof, agrees and acknowledges that if the Secured Parties are to
receive a distribution on account of undrawn amounts with respect to Letters of
Credit issued under the Credit Agreement (which shall only occur after all
outstanding Loans and Unpaid Drawings with respect to such Letters of Credit
have been paid in full), such amounts shall be paid to the Administrative Agent
under the Credit Agreement and held by it, for the equal and ratable benefit of
the Secured Parties, as cash security for the repayment of Obligations owing to
the Secured Parties as such. If any amounts are held as cash security pursuant
to the immediately preceding sentence, then upon the termination of all
outstanding Letters of Credit, and after the application of all such cash
security to the repayment of all Obligations owing to the Secured Parties after
giving effect to the termination of all such Letters of Credit, if there remains
any excess cash, such excess cash shall be returned by the Administrative Agent
to the Collateral Agent for distribution in accordance with Section 6(b) hereof.

                  (f)      All payments required to be made hereunder shall be
made to the Administrative Agent under the Credit Agreement for the account of
the Secured Parties.

                  (g)      For purposes of applying payments received in
accordance with this Section 6, the Collateral Agent shall be entitled to rely
upon the Administrative Agent under the Credit Agreement or, in the absence
thereof, upon the Required Lenders for a determination of the outstanding
Primary Obligations and Secondary Obligations owed to the Secured Parties.
Unless the Collateral Agent has received written notice from a Secured Party to
the contrary, the Administrative Agent, in furnishing information pursuant to
the preceding sentence, the Collateral Agent, in acting hereunder, shall be
entitled to assume that no Secondary Obligations are outstanding.

                  (h)      It is understood that the Company and the Guarantors
shall remain liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the aggregate amount of the Obligations.

                  (i)      If an Event of Default shall have occurred and be
continuing, the Collateral Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC.
Without limiting the generality of the foregoing, the Collateral Agent, without
demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by law referred to below) to or
upon the Company or any other person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker's board or office of the
Collateral Agent or Secured Party or elsewhere upon such terms and conditions as
it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The
Collateral Agent or any Secured Party shall have the right upon any such public
sale or sales, and, to the extent permitted

                                      -12-

<PAGE>

by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity of redemption in the
Company, which right or equity is hereby waived or released. The Collateral
Agent shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, as set forth in Section 6(b) hereof, and
only after such application and after the payment by the Collateral Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for
the surplus, if any, to the Company. To the extent permitted by applicable law,
the Company waives all claims, damages and demands it may acquire against the
Collateral Agent or any Secured Party arising out of the exercise by them of any
rights hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given in writing at least 10 days before such sale or other
disposition.

                  (i)      (i) The Company recognizes that the Collateral Agent
may be unable to effect a public sale of any or all the Pledged Bonds, by reason
of certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Company acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Collateral
Agent shall be under no obligation to delay a sale of any of the Pledged Bonds
for the period of time necessary to permit the Company to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if the Company would agree to do so.

                  (ii)     The Company agrees to use its reasonable efforts to
do or cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Pledged Bonds pursuant to this Section
6(j) valid and binding and in compliance with any and all other applicable
requirements of law.

                  7.       Collateral Agent's Appointment as Attorney-in-Fact.
At any time after the occurrence and during the continuance of an Event of
Default, the Company hereby irrevocably constitutes and appoints the Collateral
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Company and in the name of the Company or in its own
name, for the purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this
Agreement. All powers, authorizations and agencies contained in this Agreement
are coupled with an interest and are irrevocable until this Agreement is
terminated and the security interests created hereby are released.

                  8.       Duty of Collateral Agent. The Collateral Agent's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as

                                      -13-

<PAGE>

the Collateral Agent deals with its securities and property for its own
accounts. None of the Collateral Agent, any Lender nor any of their respective
directors, officers, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of the Company or any other person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Collateral Agent hereunder are solely to protect the Secured
Parties' interests in the Collateral and shall not impose any duty upon the
Collateral Agent to exercise any such powers. The Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the
exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall be responsible to the Company for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

                  9.       Authority of Collateral Agent. The Company
acknowledges that the rights and responsibilities of the Collateral Agent under
this Agreement with respect to any action taken by it or the exercise or
non-exercise by it of any option, voting right, request, judgment or other right
or remedy provided for herein or resulting or arising out of this Agreement
shall, as between the Collateral Agent and the Secured Parties, be governed by
the Credit Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Collateral Agent and the
Company, the Collateral Agent shall be conclusively presumed to be acting as an
agent for the Lenders with full and valid authority so to act or refrain from
acting, and the Company shall not be under any obligation, or entitlement, to
make any inquiry respecting such authority.

                  10.      Execution of Financing Statements. Pursuant to any
applicable law, the Company authorizes the Collateral Agent to file or record
financing statements and other filing or recording documents or instruments with
respect to the Collateral without the signature of the Company in such form and
in such offices as the Collateral Agent reasonably determines appropriate to
perfect the security interests of the Collateral Agent under this Agreement. A
carbon, photographic or other reproduction of this Agreement shall be sufficient
as a financing statement or other filing or recording document or instrument for
filing or recording for filing in any jurisdiction.

                  11.      Notices. All notices, requests and demands to or upon
the Company or the Collateral Agent to be effective shall be in writing (or by
telex, fax or similar electronic transfer confirmed in writing) and shall be
deemed to have been duly given or made (i) when delivered by hand or (ii) if
given by mail, when deposited in the mails by certified mail, return receipt
requested, or (iii) if by telex, fax or similar electronic transfer, when sent
and receipt has been confirmed, addressed to the Company or the Collateral Agent
at the following:

                  (x)      if to the Company: c/o Texas Genco GP, LLC, 1111
         Louisiana, Houston, Texas 77002, Attention of Linda Geiger, Assistant
         Treasurer (Telecopy No. 713-207-3301), copy to Marc Kilbride, Treasurer
         (Telecopy No. 713 207-3301); and

                  (y)      if to the Collateral Agent: Deutsche Bank AG New York
         Branch, 90 Hudson Street, First Floor, Jersey City, NJ 07302,
         Attention: Peter Medina.

                                      -14-

<PAGE>

                  12.      Return of Documents; Cooperation. Upon the payment in
full of all Obligations and termination of this Agreement, the Collateral Agent
shall (a) surrender the Pledged Bonds to the Trustee and (b) return to the
Company all other Collateral previously delivered to the Collateral Agent and
then held by it, in each case without recourse, representation or warranty, and
execute and deliver to the Trustee or the Company, as the case may be, such
documents of assignment as are reasonably necessary to terminate the Collateral
Agent's security interest in the Collateral interest hereunder.

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

                  14.      Amendments. (a) Except as set forth in clause (b)
below, none of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Company and the Collateral Agent (as instructed by the Required Lenders
pursuant to the terms of the Credit Agreement).

                  (b)      The Collateral Agent is authorized (but is under no
obligation) to enter into amendments and modifications of a technical nature
that do not materially impair the rights of the Secured Parties hereunder taken
as a whole.

                  15.      No Waiver; Cumulative Remedies. (a) None of the
Secured Parties shall by any act (except by a written instrument pursuant to
Section 14(a) hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof.
No failure to exercise, nor any delay in exercising, on the part of any Secured
Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Secured Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which such Secured Party would otherwise have on any future
occasion.

                  (b)      The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

                  16.      Headings. The headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

                  17.      Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of the Company and shall inure to the
benefit of each of the Secured Parties and its successors and assigns.

                  18.      Governing Law. This Agreement shall be governed by,
and construed and interpreted in accordance with, the law of the State of New
York.

                                      -15-

<PAGE>

                  19.      Integration. This Agreement, the Credit Agreement and
the other Credit Documents represent the agreement of the Company and the
Secured Parties with respect to the subject matter hereof and thereof, and there
are no promises, undertakings, representations or warranties by the Secured
Parties relative to subject matter hereof and thereof not expressly set forth or
referred to herein, in the Credit Agreement or in the other Credit Documents.

                  20.      Submission To Jurisdiction; Waivers. The Company
hereby irrevocably and unconditionally:

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

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

                  (c)      agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Company at its address referred to in Section 11 or at
         such other address of which the Collateral Agent shall have been
         notified pursuant thereto;

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

                  (e)      waives, to the maximum extent not prohibited by law,
         any right it may have to claim or recover in any legal action or
         proceeding referred to in this Section any special, exemplary, punitive
         or consequential damages.

                  21.      Termination. After the Termination Date, this
Agreement shall terminate and the Collateral Agent, at the request and expense
of the Company, will promptly execute and deliver to the Company a proper
instrument or instruments (including Uniform Commercial Code termination
statements on Form UCC-3) acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to the Company (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Collateral Agent and as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement. As used in
this Agreement, "Termination Date" shall mean the date upon which the Total
Commitment has been terminated, no Revolving Note, Loan or Letter of Credit is
outstanding and all other Obligations (other than indemnities described in
Section 13.13 of the Credit Agreement, and any other indemnities set forth in
any other Security Document, in each case which are not then due and payable)
have been paid in full in cash.

                                      -16-

<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                 TEXAS GENCO, LP

                                 By:  TEXAS GENCO GP, LLC, its General Partner
                                 By:____________________________________________
                                    Name:
                                    Title:

<PAGE>

                                 DEUTSCHE BANK AG NEW YORK BRANCH, as
                                     Collateral Agent

                                 By:___________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

<PAGE>

                  FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT(1)

This Assignment and Assumption Agreement (this "Assignment"), is dated as of the
Effective Date set forth below and is entered into by and between [the][each]
Assignor identified in item [1][2] below ([the] [each, an] "Assignor") and [the]
[each] Assignee identified in item 2 below ([the] [each, an] "Assignee"). [It is
understood and agreed that the rights and obligations of such [Assignees][and
Assignors] hereunder are several and not joint.] Capitalized terms used herein
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, restated, supplemented and/or otherwise
modified from time to time, the "Credit Agreement"). The Standard Terms and
Conditions for Assignment and Assumption Agreement set forth in Annex 1 hereto
(the "Standard Terms and Conditions") are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set forth herein in
full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Credit Agreement and any other document or instrument delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the [respective] Assignor's outstanding rights and obligations under the
respective facilities identified below (including, to the extent included in any
such facilities, Letters of Credit) ([the] [each, an] "Assigned Interest").
[Each] [Such] sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment, without representation or
warranty by [the][any] Assignor.

[1. Assignor:              ___________________________________

2.  Assignee:              ___________________________________](2)


[1][3]. Credit Agreement:  Credit Agreement, dated as of December 23, 2003,
                           among Texas Genco Holdings, Inc. ("Parent"), Texas
                           Genco GP, LLC, Texas Genco LP, LLC, Texas Genco
                           Services, LP, Texas Genco, LP (the "Borrower"), the
                           lenders from time to time party thereto, Deutsche
                           Bank AG New York Branch, as Administrative Agent and
                           Collateral Agent, Compass Bank, as Documentation
                           Agent, and [Deutsche Bank Securities Inc., as Lead
                           Arranger and Bookrunner].

-------------------
(1)      This Form of Assignment and Assumption Agreement should be used by
         Lenders for an assignment to a single Assignee or to funds managed by
         the same or related investment managers.

(2)      If the form is used for a single Assignor and Assignee, items 1 and 2
         should list the Assignor and the Assignee, respectively. In the case of
         an assignment to funds managed by the same or related investment
         managers, or an assignment by multiple Assignors, the Assignors and the
         Assignee(s) should be listed in the table under bracketed item 2 below.

<PAGE>

[2.  Assigned Interest:(3)

<TABLE>
<CAPTION>
                                    Aggregate Amount of
                                 Commitment/Loans for all            Amount of           Percentage of Assigned
 Assignor         Assignee                Lenders            Commitment/Loans Assigned      Commitment/Loans(4)
---------         ---------      ------------------------    -------------------------   ----------------------
<S>               <C>            <C>                         <C>                         <C>
 [Name of         [Name of
Assignor]         Assignee]              ----------                  ----------                 ----------%

[Name of          [Name of
Assignor]         Assignee]              ----------                  ----------                 ----------%]
</TABLE>

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

(3)      Insert this chart if this Form of Assignment and Assumption Agreement
         is being used for assignments to funds managed by the same or related
         investment managers or for an assignment by multiple Assignors. Insert
         additional rows as needed.

(4)      Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders.

<PAGE>

[4. Assigned Interest:(5)

<TABLE>
<CAPTION>
       Aggregate Amount of              Amount of Commitment/Loans       Percentage of Assigned
Commitment/Loans for all Lenders                Assigned                   Commitment/Loans (6)
--------------------------------        --------------------------       ----------------------
<S>                                     <C>                              <C>

      $--------------                         $--------------                %--------------
</TABLE>

Effective Date ___________, ____, 200__.

<TABLE>
ASSIGNOR[S] INFORMATION                 ASSIGNEE[S] INFORMATION
<S>                    <C>              <C>
Payment Instructions:  _______________    Payment Instructions: __________________

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

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

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

                       Reference:_____                          Reference:_________

Notice Instructions:   _______________  Notice Instructions:    __________________

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

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

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

                       Reference:______                         Reference:_________
</TABLE>

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR                                  ASSIGNEE
[NAME OF ASSIGNOR]                        [NAME OF ASSIGNEE](7)

By:_______________________________        By:__________________________________
   Name:                                     Name:
   Title:                                    Title:

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

(5)      Insert this chart if this Form of Assignment and Assumption Agreement
         is being used by a single Assignor for an assignment to a single
         Assignee.

(6)      Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders thereunder.

(7)      Add additional signature blocks, as needed, if this Form of Assignment
         and Assumption Agreement is being used by funds managed by the same or
         related investment managers.

<PAGE>

[Consented to and](8) Accepted:

DEUTSCHE BANK AG NEW YORK BRANCH,
     as Administrative Agent

By:____________________________
    Name:
    Title:

TEXAS GENCO, LP

By:  TEXAS GENCO GP, LLC,
    its General Partner

By:____________________________
    Name:
    Title:](9)

[[NAME OF EACH ISSUING LENDER],
    as Issuing Lender

By:____________________________
    Name:
    Title:](10)

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

(8)      Insert only if assignment is being made to an Eligible Transferee
         pursuant to Section 13.04(b)(y) of the Credit Agreement. Consent of the
         Administrative Agent shall not be unreasonably withheld or delayed.

(9)      Insert only if (i) no Event of Default or Default of the Credit
         Agreement is then in existence and, (ii) the assignment is being made
         to an Eligible Transferee pursuant to 13.04(b)(y) of the Credit
         Agreement. Consent of the Borrower shall not be unreasonably withheld
         or delayed.

(10)     Insert for any assignment of a Commitment pursuant to clause (x) or (y)
         of Section 13.04(b) of the Credit Agreement.

<PAGE>

                                TEXAS GENCO, LP

                                CREDIT AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

1.       Representations and Warranties.

1.1.     Assignor. [The] [Each] Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of [the] [its] Assigned Interest, (ii) [the]
[its] Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Credit Document or any other instrument or document delivered pursuant
thereto (other than this Assignment) or any collateral thereunder, (iii) the
financial condition of the Parent, any of its Subsidiaries or affiliates or any
other Person obligated in respect of any Credit Document or (iv) the performance
or observance by the Parent, any of its Subsidiaries or affiliates or any other
Person of any of their respective obligations under any Credit Document.

1.2.     Assignee. [The] [Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) confirms that it is (A)
a Lender, (B) a parent company and/or an affiliate of [the][each] Assignor which
is at least 50% owned by [the][each] Assignor or its parent company, (C) a fund
that invests in bank loans and is managed by the same investment advisor as a
Lender, by an affiliate of such investment advisor or by a Lender or (D) an
Eligible Transferee under Section 13.04(b) of the Credit Agreement; (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of [the][its] Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase [the][its]
Assigned Interest on the basis of which it has made such analysis and decision
and (v) if it is organized under the laws of a jurisdiction outside the United
States, it has attached to this Assignment any tax documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by it; (b) agrees that it will, independently and without reliance
upon the Administrative Agent, [the][each] Assignor, or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (c) appoints and authorizes each of the
Administrative Agent, the Documentation Agent and the Collateral Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Credit Documents as are delegated to or otherwise
conferred upon the Administrative Agent, the Documentation Agent or the
Collateral

<PAGE>

Agent, as the case may be, by the terms thereof, together with such powers as
are reasonably incidental thereto; and (d) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Documents are required to be performed by it as a Lender.

2.       Payment. From and after the Effective Date, the Administrative Agent
shall make all payments in respect [the] [each] Assigned Interest (including
payments of principal, interest, fees, commissions and other amounts) to
[the][each] Assignor for amounts which have accrued to but excluding the
Effective Date and to [the] [each] Assignee for amounts which have accrued from
and after the Effective Date.

3.       Effect of Assignment. Upon the delivery of a fully executed original
hereof to the Administrative Agent, as of the Effective Date, (i) [the][each]
Assignee shall be a party to the Credit Agreement and, to the extent provided in
this Assignment, have the rights and obligations of a Lender thereunder and
under the other Credit Documents and (ii) [the][each] Assignor shall, to the
extent provided in this Assignment, relinquish its rights and be released from
its obligations under the Credit Agreement and the other Credit Documents.

4.       General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as delivery of
a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.

                                      * * *

                                      -8-