<PAGE>
                                                                     EXHIBIT 4.2

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

                                  $200,000,000

                                CREDIT AGREEMENT

                            Dated as of March 7, 2005

                                   ----------

                                      Among

                    CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC,

                                  as Borrower,

                            THE BANKS PARTIES HERETO,

                               BARCLAYS BANK PLC,
                              as Syndication Agent,

                             BANK OF AMERICA, N.A.,
                                 CITIBANK, N.A.
                                       and
                               UBS SECURITIES LLC,
                           as Co-Documentation Agents
                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                                   ----------

                       BANK OF AMERICA SECURITIES LLC and
                                BARCLAYS CAPITAL,
                     as Joint Lead Arrangers and Bookrunners

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS...............................     1
   SECTION 1.1. Certain Defined Terms....................................     1
   SECTION 1.2. Other Definitional Provisions............................    21

ARTICLE II AMOUNTS AND TERMS OF THE LOANS AND LETTERS OF CREDIT..........    22
   SECTION 2.1. The Commitments..........................................    22
   SECTION 2.2. Procedure for Revolving Loan Borrowing...................    23
   SECTION 2.3. Minimum Tranches.........................................    24
   SECTION 2.4. Letters of Credit........................................    24

ARTICLE III PROVISIONS RELATING TO ALL LOANS.............................    28
   SECTION 3.1. Evidence of Loans........................................    28
   SECTION 3.2. Fees.....................................................    29
   SECTION 3.3. Interest.................................................    29
   SECTION 3.4. Reserve Requirements.....................................    30
   SECTION 3.5. Interest Rate Determination and Protection...............    31
   SECTION 3.6. Voluntary Interest Conversion or Continuation of Loans...    31
   SECTION 3.7. Funding Losses Relating to LIBOR Rate Loans..............    32
   SECTION 3.8. Change in Legality.......................................    33

ARTICLE IV INCREASED COSTS, TAXES, PAYMENTS AND PREPAYMENTS..............    33
   SECTION 4.1. Increased Costs; Capital Adequacy........................    33
   SECTION 4.2. Pro Rata Treatment and Payments and Computations.........    35
   SECTION 4.3. Taxes....................................................    35
   SECTION 4.4. Sharing of Payments, Etc.................................    37
   SECTION 4.5. Optional Termination or Reduction of the Commitments.....    38
   SECTION 4.6. Voluntary Prepayments....................................    38
   SECTION 4.7. Mitigation of Losses and Costs...........................    39
   SECTION 4.8. Determination and Notice of Additional Costs and
                   Other Amounts.........................................    39

ARTICLE V CONDITIONS OF LENDING..........................................    40
   SECTION 5.1. Conditions Precedent to Loans and Letters of Credit......    40
   SECTION 5.2. Conditions Precedent to Each Borrowing...................    41

ARTICLE VI REPRESENTATIONS AND WARRANTIES................................    42
   SECTION 6.1. Representations and Warranties of the Borrower...........    42

ARTICLE VII AFFIRMATIVE AND NEGATIVE COVENANTS...........................    46
   SECTION 7.1. Affirmative Covenants....................................    46
   SECTION 7.2. Negative Covenants.......................................    49
   SECTION 7.3. Borrower's Accounting Reorganization.....................    52
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>                                                                         <C>
ARTICLE VIII EVENTS OF DEFAULT...........................................    53
   SECTION 8.1. Events of Default........................................    53
   SECTION 8.2. Cancellation/Acceleration................................    55

ARTICLE IX THE ADMINISTRATIVE AGENT......................................    57
   SECTION 9.1. Appointment..............................................    57
   SECTION 9.2. Delegation of Duties.....................................    57
   SECTION 9.3. Exculpatory Provisions...................................    57
   SECTION 9.4. Reliance by Administrative Agent.........................    57
   SECTION 9.5. Notice of Default........................................    58
   SECTION 9.6. Non-Reliance on Administrative Agent and Other Banks.....    58
   SECTION 9.7. Indemnification..........................................    59
   SECTION 9.8. Agent in Its Individual Capacity.........................    59
   SECTION 9.9. Successor Administrative Agent...........................    59

ARTICLE X MISCELLANEOUS..................................................    60
   SECTION 10.1. Amendments and Waivers..................................    60
   SECTION 10.2. Notices.................................................    61
   SECTION 10.3. No Waiver; Cumulative Remedies..........................    62
   SECTION 10.4. Survival of Representations and Warranties..............    62
   SECTION 10.5. Payment of Expenses and Taxes; Indemnity................    62
   SECTION 10.6. Effectiveness, Successors and Assigns,
                    Participations; Assignments..........................    63
   SECTION 10.7. Setoff..................................................    66
   SECTION 10.8. Counterparts............................................    66
   SECTION 10.9. Severability............................................    66
   SECTION 10.10. Integration............................................    67
   SECTION 10.11. GOVERNING LAW..........................................    67
   SECTION 10.12. Submission to Jurisdiction; Waivers....................    67
   SECTION 10.13. Acknowledgments........................................    68
   SECTION 10.14. Limitation on Agreements...............................    68
   SECTION 10.15. Removal of Bank........................................    69
   SECTION 10.16. Officer's Certificates.................................    69
   SECTION 10.17. USA Patriot Act........................................    70
</TABLE>


                                       ii
<PAGE>
Schedules

<TABLE>
<S>               <C>
Schedule 1.1(A) - Schedule of Commitments and Addresses
Schedule 6.1(p) - Ownership of Capital Stock of Subsidiaries; Significant
                  Subsidiaries
</TABLE>

Exhibits

<TABLE>
<S>         <C>
Exhibit A - Notice of Borrowing
Exhibit B - Notice of Interest Conversion/Continuation
Exhibit C - Assignment and Acceptance
Exhibit D - Note
</TABLE>


                                       iii
<PAGE>
          This Credit Agreement (this "Agreement"), dated as of March 7, 2005,
among CenterPoint Energy Houston Electric, LLC, a Texas limited liability
company (the "Borrower"), the banks and other financial institutions from time
to time parties hereto (individually, a "Bank" and, collectively, the "Banks"),
Barclays Bank PLC, as syndication agent (in such capacity, the "Syndication
Agent"), Bank of America, N.A., Citibank, N.A. and UBS Securities LLC, as
co-documentation agents (in such capacities, the "Documentation Agents") and
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together
with any successors thereto in such capacity, the "Administrative Agent").

          The parties hereto hereby agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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

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

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

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

          "Applicable Margin" means the rate per annum set forth below opposite
     the Designated Rating from time to time in effect during the period for
     which payment is due:

<TABLE>
<CAPTION>
  DESIGNATED RATING      LIBOR RATE MARGIN   ABR MARGIN
  -----------------      -----------------   ----------
<S>                      <C>                 <C>
BBB+ or Baa1 or higher         0.625%          0.000%
      BBB or Baa2              0.750%          0.000%
     BBB- or Baa3              0.875%          0.000%
      BB+ or Ba1               1.000%          0.000%
  BB or Ba2 or lower           1.250%          0.250%
</TABLE>

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

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

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

          "Available Commitment" means, as to any Bank at any time, an amount
     equal to the excess, if any, of (a) such Bank's Commitment then in effect
     over (b) such Bank's Outstanding Extensions of Credit then outstanding.

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

          "Bank Affiliate" means, (a) with respect to any Bank, (i) an Affiliate
     of such Bank that is a bank or (ii) any entity (whether a corporation,
     partnership, trust or otherwise) that is engaged in making, purchasing,
     holding or otherwise investing in bank loans and similar extensions of
     credit in the ordinary course of its business and is administered or
     managed by a Bank or an Affiliate of such Bank and (b) with respect to any
     Bank that is a fund which invests in bank loans and similar extensions of
     credit, any


                                        2
<PAGE>
     other fund that invests in bank loans and similar extensions of credit and
     is managed by such Bank, an Affiliate of such Bank or the same investment
     advisor as such Bank or by an Affiliate of such investment advisor.

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

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

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

          "Borrowing" means a borrowing consisting of Loans under Section 2.1 of
     the same Type, and having, in the case of LIBOR Rate Loans, the same
     Interest Period, made on the same day by the Banks.

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

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

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

          "Capital Stock" means any and all shares, interests, participations or
     other equivalents (however designated) of capital stock of a corporation,
     and any and all equivalent ownership interests in a Person (other than a
     corporation), including without limitation, partnership interests in
     partnerships and member interests in limited liability companies, and any
     and all warrants or options to purchase any of the foregoing or securities
     convertible into any of the foregoing.


                                        3
<PAGE>
          "Cash Equivalents" means (a) marketable direct obligations issued by,
     or unconditionally guaranteed by, the United States government or issued by
     any agency thereof and backed by the full faith and credit of the United
     States, in each case maturing within one year from the date of acquisition;
     (b) certificates of deposit, time deposits, eurodollar time deposits or
     overnight bank deposits having maturities of 270 days or less from the date
     of acquisition issued by any Bank or by any commercial bank organized under
     the laws of the United States or any state thereof having combined capital
     and surplus of not less than $500,000,000; (c) commercial paper of an
     issuer rated at least A-1 by S&P or P-1 by Moody's, or carrying an
     equivalent rating by a nationally recognized rating agency, if both of the
     two named rating agencies cease publishing ratings of commercial paper
     issuers generally, and maturing within 270 days from the date of
     acquisition; (d) repurchase obligations of any Bank or of any commercial
     bank satisfying the requirements of clause (b) of this definition, having a
     term of not more than 30 days, with respect to securities issued or fully
     guaranteed or insured by the United States government; (e) securities with
     maturities of one year or less from the date of acquisition issued or fully
     guaranteed by any state, commonwealth or territory of the United States, by
     any political subdivision or taxing authority of any such state,
     commonwealth or territory or by any foreign government, the securities of
     which state, commonwealth, territory, political subdivision, taxing
     authority or foreign government (as the case may be) are rated at least A
     by S&P or A by Moody's; (f) securities with maturities of 270 days or less
     from the date of acquisition backed by standby letters of credit issued by
     any Bank or any commercial bank satisfying the requirements of clause (b)
     of this definition; (g) money market mutual or similar funds that invest
     exclusively in assets satisfying the requirements of clauses (a) through
     (f) of this definition; or (h) money market funds that (i) comply with the
     criteria set forth in SEC Rule 2a-7 under the Investment Company Act of
     1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody's and (iii)
     have portfolio assets of at least $5,000,000,000.

          "CEHE Backstop Agreement" means the $1,310,000,000 Credit Agreement,
     dated as of the date hereof, among the Borrower, Citibank, N.A., as
     administrative agent, and the other financial institutions parties thereto,
     as amended, modified or supplemented from time to time.

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

          "CenterPoint" means CenterPoint Energy, Inc., a Texas corporation and
     utility holding company, and the indirect parent of the Borrower.

          "Change in Control" means (i) with respect to CenterPoint, the
     acquisition by any Person or "group" (within the meaning of Rule 13d-5 of
     the Exchange Act) of beneficial ownership (determined in accordance with
     Rule 13d-3 of the Exchange Act) of Capital Stock of CenterPoint, the result
     of which is that such Person or group beneficially owns 50% or more of the
     aggregate voting power of all then issued and outstanding Capital Stock of
     CenterPoint or (ii) CenterPoint shall cease to own and control
     beneficially, directly or indirectly, 100% of the outstanding common
     Capital Stock of the Borrower free and clear of all Liens. For purposes of
     the foregoing, the phrase "voting power"


                                        4
<PAGE>
     means, with respect to an issuer, the power under ordinary circumstances to
     vote for the election of members of the board of directors or other
     governing body of such issuer.

          "Closing Date" means the date, on or before March 31, 2005, all the
     conditions set forth in Section 6.1 are satisfied (or waived) in accordance
     with the terms hereof.

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

          "Commitment" means, as to any Bank, the obligation of such Bank, if
     any, to make Loans and participate in L/C Obligations in an aggregate
     principal and/or face amount not to exceed the amount set forth under the
     heading "Commitment" opposite such Bank's name on Schedule 1.1(A) and/or in
     the Assignment and Acceptance pursuant to which such Bank became a party
     hereto, as the same may be changed from time to time pursuant to the terms
     hereof; and "Commitments" shall be the collective reference to the
     Commitments of all of the Banks. The original amount of the Total
     Commitments is $200,000,000.

          "Commitment Fee" means, as to any Bank, the fee equal to the rate per
     annum set forth below opposite the Designated Rating from time to time in
     effect during the period for which payment is due on the Available
     Commitment of such Bank:

<TABLE>
<CAPTION>
  DESIGNATED RATING      COMMITMENT FEE
  -----------------      --------------
<S>                      <C>
BBB+ or Baa1 or higher       0.125%
      BBB or Baa2            0.150%
     BBB- or Baa3            0.175%
      BB+ or Ba1             0.200%
  BB or Ba2 or lower         0.250%
</TABLE>

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

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

          "Confidential Information Memorandum" means the Confidential
     Information Memorandum, dated January, 2005.

          "Consolidated Capitalization" means, as of any date of determination,
     the sum of (a) Consolidated Shareholders' Equity, (b) Consolidated
     Indebtedness for Borrowed


                                        5
<PAGE>
     Money and, without duplication, (c) Mandatory Payment Preferred Stock;
     provided that for the purpose of calculating compliance with Section
     7.2(a), Consolidated Capitalization shall be determined excluding any
     adjustment, non-cash charge to net income or other non-cash charges or
     writeoffs resulting thereto from application of SFAS No. 142.

          "Consolidated EBITDA" means, for any twelve-month period ending on the
     date of determination, Consolidated Net Income for such period plus,
     without duplication and to the extent reflected as a charge in the
     statement of such Consolidated Net Income for such period, the sum of (a)
     income tax expense, (b) interest expense, distributions on Hybrid Preferred
     Securities (to the extent not included in interest expense and to the
     extent deducted to arrive at Consolidated Net Income), amortization or
     writeoff of debt discount and debt issuance costs and commissions,
     discounts and other fees and charges associated with Indebtedness
     (including the Loans) of the Borrower and its Consolidated Subsidiaries and
     amortization of settlement payments previously made on forward-starting
     Swap Agreements, (c) depreciation and amortization expense, (d)
     amortization of intangibles (including, but not limited to, goodwill) and
     organization costs, (e) any extraordinary, unusual or non-recurring
     expenses or losses (including, whether or not otherwise includable as a
     separate item in the statement of such Consolidated Net Income for such
     period, losses on sales of assets outside of the ordinary course of
     business) and (f) any other non-cash charges, and minus, to the extent
     included as income in the statement of such Consolidated Net Income for
     such period, the sum of (a) interest income, (b) any extraordinary, unusual
     or non-recurring income or gains (including, whether or not otherwise
     includable as a separate item in the statement of such Consolidated Net
     Income for such period, gains on the sales of assets outside of the
     ordinary course of business), (c) any other non-cash income, (d) Transition
     Charges Principal and Interest, (e) Pre-Tax Excess Mitigation Credit and
     (f) the aggregate pre-tax principal amount of CTC Recoveries, all as
     determined on a consolidated basis. For purposes of this definition, any
     results of operations classified as "discontinued operations" in accordance
     with GAAP will be included in the manner set forth above.

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

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

               (ii) any Mandatory Payment Preferred Stock, less

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


                                        6
<PAGE>
               (iv) the greater of (x) until the date that is six months after
          the receipt thereof, cash and Cash Equivalents of the Borrower and its
          Consolidated Subsidiaries on such date of determination constituting
          Net Cash Proceeds of the True-Up Securitization and (y) until the date
          of the final scheduled maturity of the CEHE Facility, the lesser of
          (A) the aggregate amount of cash and Cash Equivalents of the Borrower
          and its Consolidated Subsidiaries on such date of determination
          constituting Net Cash Proceeds of the True-Up Securitization and (B)
          the aggregate principal amount outstanding on such date under the CEHE
          Facility.

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

          "Consolidated Shareholders' Equity" means, as of any date of
     determination, the total assets of the Borrower and its Significant
     Subsidiaries, less all liabilities of the Borrower and its Significant
     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
     (to the extent so classified), (a) Indebtedness; (b) deferred liabilities;
     and (c) Indebtedness of the Borrower or any of its Significant Subsidiaries
     that is expressly subordinated in right and priority of payment to other
     liabilities of the Borrower or such Significant Subsidiary, but in any case
     excluding as at such date of determination any Junior Subordinated Debt
     owned by any Hybrid Preferred Securities Subsidiary).

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

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

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


                                        7
<PAGE>
          "CTC Recoveries" means the competition transition charges to be paid
     to the Borrower by retail electric providers in respect of stranded costs
     and certain power market price and fuel cost recovery true-ups.

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

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

          "Designated Rating" means (a) the higher of the Ratings and (b) if the
     difference in the Rating issued by S&P and Moody's is greater than one
     level, the Rating that is one level higher than the lower of such Ratings
     shall apply. Any change in the calculation of the Applicable Margin with
     respect to the Borrower that is caused by a change in the Designated Rating
     will become effective on the date of the change in the Designated Rating.
     If the rating system of any Rating Agency shall change, or if either S&P or
     Moody's shall cease to be in the business of rating corporate debt
     obligations, the Borrower and the Administrative Agent shall negotiate in
     good faith if necessary to amend this definition and the definitions of
     "Rating" and "Rating Agencies" to reflect such changed rating system or the
     unavailability of Ratings from such Rating Agencies and, pending the
     effectiveness of any such amendment, the Designated Rating shall be
     determined by reference to the Rating most recently in effect prior to such
     change or cessation.

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

          "Documentation Agents" has the meaning specified in the introduction
     to this Agreement.

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

          "Early Funding ABR Loan" has the meaning specified in Section 2.2(a).

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


                                        8
<PAGE>
          "Event of Default" has the meaning specified in Section 8.1.

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

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

          "Existing CenterPoint Credit Agreement" means the $2,350,000,000
     Credit Agreement, dated as of October 7, 2003, among CenterPoint, the
     Administrative Agent and other financial institutions parties thereto, as
     heretofore amended, modified or supplemented.

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

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

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

          "Funding Office" means the office of the Administrative Agent
     specified in Section 10.2 or such other office as may be specified from
     time to time by the Administrative Agent as its funding office by written
     notice to the Borrower and the Banks.

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

          "General Mortgage Indenture" means the General Mortgage Indenture,
     dated as of October 10, 2002, between the Borrower and JPMorgan Chase Bank,
     N.A. (as successor to JPMorgan Chase Bank), as trustee, as amended,
     modified or supplemented from time to time.

          "Global Coordinators" means J.P. Morgan Securities Inc. and Citigroup
     Global Markets Inc., in their capacities as global coordinators.

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


                                        9
<PAGE>
          "Guarantee" means, as to any Person (the "guaranteeing person"), any
     obligation of (a) the guaranteeing Person or (b) another Person (including,
     without limitation, any bank under any letter of credit) to induce the
     creation of which the guaranteeing person has issued a reimbursement,
     counterindemnity or similar obligation, in either case guaranteeing or in
     effect guaranteeing any principal of any Indebtedness for Borrowed Money
     (the "primary obligation") of any other third Person in any manner, whether
     directly or indirectly, including, without limitation, any obligation of
     the guaranteeing Person, whether or not contingent, (i) to purchase any
     such primary obligation or any property constituting direct or indirect
     security therefor, (ii) to advance or supply funds for the purchase or
     payment of any such primary obligation or (iii) otherwise to assure or hold
     harmless the owner of any such primary obligation against loss in respect
     thereof. The amount of any Guarantee of any guaranteeing person shall be
     deemed to be the lower of (a) an amount equal to the stated or determinable
     amount of the primary obligation in respect of which such Guarantee is made
     and (b) the maximum amount for which such guaranteeing person may be liable
     pursuant to the terms of the instrument embodying such Guarantee, unless
     such primary obligation and the maximum amount for which such guaranteeing
     person may be liable are not stated or determinable, in which case the
     amount of such Guarantee shall be such guaranteeing person's maximum
     reasonably anticipated liability in respect thereof as determined by the
     Borrower in good faith (and "guaranteed" and "guarantor" shall be construed
     accordingly).

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

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

          "Hybrid Preferred Securities Subsidiary" means any Delaware business
     trust (or similar entity) (i) all of the common equity interest of which is
     owned (either directly or indirectly through one or more Wholly-Owned
     Subsidiaries) at all times by the Borrower, (ii) that has been formed for
     the purpose of issuing Hybrid Preferred Securities and (iii) substantially
     all of the assets of which consist at all times solely of the Junior
     Subordinated Debt and payments made from time to time on the Junior
     Subordinated Debt.

          "Indebtedness" of any Person means the sum of (a) all items (other
     than Capital Stock, capital surplus, retained earnings, other comprehensive
     income, treasury stock and any other items that would properly be included
     in shareholder equity) 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


                                       10
<PAGE>
     Indebtedness is to be determined, (b) all obligations of such Person,
     contingent or otherwise, as account party or applicant (or equivalent
     status) in respect of any standby letters of credit or equivalent
     instruments, and (c) without duplication, the amount of Guarantees by such
     Person of items described in clauses (a) and (b); provided, however, that
     Indebtedness of a Person shall not include (i) any Junior Subordinated Debt
     owned by any Hybrid Preferred Securities Subsidiary, (ii) any Guarantee by
     the Borrower or its Subsidiaries of payments with respect to any Hybrid
     Preferred Securities, (iii) any Securitization Securities or (iv) any
     Hybrid Preferred Securities.

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

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

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

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

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

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

          "Issuing Bank" means (i) JPMorgan Chase Bank, N.A., and Citibank,
     N.A., each in its capacity as issuer of any Letter of Credit; provided,
     however, that neither JPMorgan Chase Bank, N.A. nor Citibank, N.A. shall be
     required to issue Letters of Credit in excess of $25,000,000 at any time
     outstanding for each such Issuing Bank, and (ii) any other Bank, in such
     capacity, selected to be an Issuing Bank by the Borrower with the consent
     of the Administrative Agent, which shall not be unreasonably withheld, and
     such Bank.


                                       11
<PAGE>
     Any reference to an Issuing Bank herein means the applicable institution
     issuing the applicable Letter of Credit.

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

          "L/C Commitment" means the amount of $50,000,000.

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

          "L/C Obligations" means, at any time, an amount equal to the sum of
     (a) the aggregate then undrawn and unexpired face amount of the then
     outstanding Letters of Credit and (b) the aggregate amount of drawings
     under Letters of Credit that have not then been reimbursed pursuant to
     Section 2.4.

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

          "Lead Arrangers" means Barclays Capital and Bank of America Securities
     LLC, in their capacities as joint lead arrangers and bookrunners.

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

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

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


                                       12
<PAGE>
          "Lien" means any mortgage, deed of trust, pledge, hypothecation,
     assignment, deposit arrangement, charge, security interest, encumbrance or
     lien of any kind whatsoever (including any Capital Lease).

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

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

          "Majority Banks" means, at any time, Banks having in excess of 50% of
     the Total Commitments then in effect or, if the Commitments shall have
     terminated, the Total Outstanding Extensions of Credit then outstanding.

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

          "Margin Stock" has the meaning assigned to such term in Regulation U.

          "Material Adverse Effect" means any material adverse effect on the
     ability of the Borrower to perform its obligations under the Loan Documents
     on a timely basis (it being understood that Material Adverse Effect shall
     not include the effect of any True-Up Litigation).

          "Maturity Date" means March 7, 2010.

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

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

          "Net Cash Proceeds" means, in connection with any True-Up
     Securitization or any incurrence of Indebtedness for Borrowed Money, the
     cash proceeds received from such securitization or incurrence,
     respectively, net of attorneys' fees, investment banking fees, accountants'
     fees, underwriting discounts, escrow fees, reserves, related swap costs and
     commissions and other customary fees and expenses actually incurred in
     connection therewith and other similar payment obligations resulting
     therefrom that are required to be paid concurrently or otherwise as a
     result of such securitization or incurrence.

          "Net Tangible Assets" means the total assets of the Borrower, its
     Consolidated Subsidiaries and the Unrestricted Subsidiaries, minus goodwill
     and other intangible assets as shown on the balance sheet of the Borrower,
     its Consolidated Subsidiaries and the


                                       13
<PAGE>
     Unrestricted Subsidiaries delivered pursuant to Section 7.1(a) in respect
     of the most recently ended fiscal quarter of the Borrower.

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

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

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

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

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

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

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

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

          "Permitted Liens" means with respect to any Person:

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

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


                                       14
<PAGE>
          such Lien has not matured, or has been, and continues to be,
          effectively enjoined or stayed;

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

               (d) Liens arising out of or in connection with any litigation or
          other legal proceeding that is being contested in good faith by
          appropriate proceedings; provided, however, that adequate reserves
          with respect thereto are maintained on the books of such Person in
          accordance with GAAP; and provided, further, that, subject to Section
          8.1(i) (so long as such Lien is discharged or released within 60 days
          of attachment thereof), any right to seizure, levy, attachment,
          sequestration, foreclosure or garnishment with respect to Property of
          such Person or any Subsidiary of such Person by reason of such Lien
          has not matured, or has been, and continues to be, effectively
          enjoined or stayed;

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

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

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

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


                                       15
<PAGE>
          only secure the Indebtedness incurred to finance such purchase, (iii)
          Liens on receivables, customer charges, notes, ownership interests,
          contracts or contract rights created in connection with a sale,
          securitization or monetization of such receivables, customer charges,
          notes, ownership interests, contracts or contract rights, and Liens on
          rights of the Borrower or any Subsidiary related to such receivables,
          customer charges, notes, ownership interests, contracts or contract
          rights which are transferred to the purchaser of such receivables,
          customer charges, notes, ownership interests, contracts or contract
          rights in connection with such sale, securitization or monetization,
          provided that such Liens secure only the obligations of the Borrower
          or any of its Subsidiaries in connection with such sale,
          securitization or monetization and (iv) Liens created by leases that
          do not constitute Capital Leases at the time such leases are entered
          into, provided that the Liens created thereby attach only to the
          Property leased to the Borrower or one of its Subsidiaries pursuant
          thereto;

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

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

               (k) Liens on equity interests in an Unrestricted Subsidiary
          (including in each case a pledge of a partnership interest, common
          stock or a membership interest in a limited liability company)
          securing, subject to Section 7.2(f), Indebtedness of such Unrestricted
          Subsidiary.

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

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

          "Pre-Tax Excess Mitigation Credit" means the amount of the credit, if
     any, (including the interest component) provided to retail electric
     customers under order of the PUC to reflect the refund of an amount equal
     to estimated cumulative excess earnings


                                       16
<PAGE>
     applicable to the years 1998 through 2001 which were used to accelerate
     depreciation on electric generation assets in order to reduce or mitigate
     exposure to stranded costs associated with electric generation assets or
     any other credit provided to customers that will be recovered through
     securitization or CTC Recoveries.

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

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

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

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

          "PUC" means the Public Utility Commission of Texas.

          "Rating" means the Borrower's corporate credit rating issued by S&P
     and the Borrower's issuer rating issued by Moody's (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).

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

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

          "Regulation U" means Regulation U of the Board or any other regulation
     hereafter promulgated by the Board to replace the prior Regulation U and
     having substantially the same function.

          "Reimbursement Obligation" means the obligation of the Borrower to
     reimburse the Issuing Bank pursuant to Section 2.4(e) for amounts drawn
     under Letters of Credit.


                                       17
<PAGE>
          "Reorganization" means, with respect to any Multiemployer Plan, the
     condition that such Plan is in reorganization within the meaning of Section
     4241 of ERISA.

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

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

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

          "Restricted Subsidiaries" means all Subsidiaries of the Borrower other
     than Securitization Subsidiaries and Unrestricted Subsidiaries.

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

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

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

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

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


                                       18
<PAGE>
          "Securitization Subsidiary" means a special purpose subsidiary created
     to issue Securitization Securities.

          "Significant Subsidiary" means (i) for the purposes of determining
     what constitutes an "Event of Default" under Sections 8.1(f), (g), (h), (i)
     and (j), a Subsidiary of the Borrower (other than a Project Financing
     Subsidiary) whose total assets, as determined in accordance with GAAP,
     represent at least 10% of the total assets of the Borrower, on a
     consolidated basis, as determined in accordance with GAAP and (ii) for all
     other purposes the "Significant Subsidiaries" shall be those Subsidiaries
     of the Borrower whose total assets, as determined in accordance with GAAP,
     represent at least 10% of the total assets of the Borrower on a
     consolidated basis, as determined in accordance with GAAP for the
     Borrower's most recently completed fiscal year and identified in the
     certificate most recently delivered pursuant to Section 7.1(a)(iv)(C);
     provided that no Securitization Subsidiary or Unrestricted Subsidiary shall
     be deemed to be a Significant Subsidiary or subject to the restrictions,
     covenants or Events of Default under this Agreement.

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

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

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

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

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

          "Termination Date" means the Maturity Date or any earlier date on
     which (a) the Commitments have been terminated in accordance with this
     Agreement or (b) all unpaid


                                       19
<PAGE>
     principal amounts of the Loans hereunder have been declared due and payable
     in accordance with this Agreement.

          "Texas Genco" means Texas Genco Holdings, Inc.

          "Texas Genco Stock" means the Capital Stock of Texas Genco now owned
     or hereafter acquired by Utility Holding, LLC, which, as of the date
     hereof, constitutes 100% of the issued and outstanding Capital Stock of
     Texas Genco.

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

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

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

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

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

          "Transition Charges Principal and Interest" means the non-bypassable
     transition charges billed to customers for payment of debt service on
     Securitization Securities.

          "Triggering Event" has the meaning specified in Section 4.8(b).

          "True-Up Litigation" means any litigation or other proceeding in
     connection with the determination by the PUC of the recovery by CenterPoint
     and its Subsidiaries of stranded costs and other amounts to be recovered in
     the true-up process.

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

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

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

          "United States" means the United States of America.

          "Unrestricted Subsidiary" means any Subsidiary of the Borrower and its
     direct or indirect Subsidiaries that is designated by a Responsible Officer
     of the Borrower as an Unrestricted Subsidiary, but only if (x) the
     aggregate amount of net tangible assets of all


                                       20
<PAGE>
     Unrestricted Subsidiaries at the time of designation does not exceed, or
     would not exceed as a result of such designation, 10% of the Net Tangible
     Assets, (y) such designation and the Investment of the Borrower in such
     Subsidiary complies with the limitations in Section 7.2(f) and (z) such
     Subsidiary: (i) has no Indebtedness with recourse to the Borrower and the
     Restricted Subsidiaries except that permitted under Section 7.2(f); (ii) is
     not party to any agreement, contract, arrangement or understanding with the
     Borrower or any Significant Subsidiary of the Borrower unless the terms of
     any such agreement, contract, arrangement or understanding and related
     transactions are substantially no less favorable to the Borrower or such
     Significant Subsidiary than those that might be obtained at the time from
     Persons who are not Affiliates of the Borrower; (iii) is a Person with
     respect to which neither the Borrower nor any of its Significant
     Subsidiaries has any direct or indirect obligation that violates Section
     7.2(f) (a) to subscribe for additional Capital Stock of such Person or (b)
     to maintain or preserve such Person's financial condition or to cause such
     Person to achieve any specified levels of operating results; and (iv) does
     not, either alone or in the aggregate, operate, directly or indirectly, all
     or substantially all of the business of the Borrower and its Subsidiaries.

          Any designation of a Subsidiary of the Borrower as an Unrestricted
     Subsidiary shall be evidenced by a certificate of a Responsible Officer of
     the Borrower giving effect to such designation and a certificate executed
     by a Responsible Officer certifying that such designation complied with the
     preceding conditions and was permitted by Section 7.2(f) delivered to the
     Administrative Agent. If, at any time, any Unrestricted Subsidiary would
     fail to meet the preceding requirements as an Unrestricted Subsidiary, it
     shall thereafter cease to be an Unrestricted Subsidiary for purposes of
     this Agreement and any Indebtedness of such Subsidiary shall be deemed to
     be incurred by a Significant Subsidiary of the Borrower as of such date
     and, if such Indebtedness is not permitted to be incurred as of such date
     under Section 7.2(f), the Borrower shall be in default of such covenant. A
     Responsible Officer of the Borrower may at any time designate any
     Unrestricted Subsidiary to be a Subsidiary of the Borrower that is not an
     Unrestricted Subsidiary; provided that such designation shall be deemed to
     be an incurrence of Indebtedness by such Subsidiary of any outstanding
     Indebtedness of such Unrestricted Subsidiary and such designation shall
     only be permitted if (1) such Indebtedness is permitted under this
     Agreement calculated on a pro forma basis as if such designation had
     occurred at the beginning of the four-quarter reference period; and (2) no
     Default or Event of Default would be in existence following such
     designation.

          "Utilization Fee" has the meaning specified in Section 3.2(b).

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

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


                                       21
<PAGE>
     (b) As used herein and in the other Loan Documents, and any certificate or
other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to the Borrower or any of its Subsidiaries not defined in Section
1.1 and accounting terms partly defined in Section 1.1, to the extent not
defined, shall have the respective meanings given to them under GAAP, (ii) the
words "include", "includes" and "including" shall be deemed to be followed by
the phrase "without limitation", (iii) the word "incur" shall be construed to
mean incur, create, issue, assume, become liable in respect of or suffer to
exist (and the words "incurred" and "incurrence" shall have correlative
meanings), (iv) the words "asset" and "property" shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights, and (v) references to
agreements or other Contractual Obligations shall, unless otherwise specified,
be deemed to refer to such agreements or Contractual Obligations as amended,
supplemented, restated or otherwise modified from time to time.

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

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

                                   ARTICLE II

              AMOUNTS AND TERMS OF THE LOANS AND LETTERS OF CREDIT

     SECTION 2.1. The Commitments. (a) Each Bank severally agrees, on the terms
and subject to the conditions hereinafter set forth, to make revolving credit
Loans to the Borrower from time to time on any Business Day during the period
from the Closing Date until the Termination Date in an aggregate principal
amount outstanding, which, when added to such Bank's Revolving Percentage of the
then outstanding L/C Obligations, does not exceed at any time such Bank's
Commitment; provided that no Loan shall be made as a LIBOR Rate Loan with an
Interest Period ending after the Termination Date; and provided, further, that
in no event shall the Total Outstanding Extensions of Credit at any time exceed
the Total Commitments at such time.

     (b) Each Borrowing by the Borrower shall be in an aggregate principal
amount not less than $10,000,000 (in the case of LIBOR Rate Loans) or $5,000,000
(in the case of ABR Loans), or an integral multiple of $1,000,000 in excess
thereof and shall consist of Loans of the same Type made on the same day by the
Banks ratably according to their respective Revolving Percentages. Within the
limits of the applicable Commitments, the Borrower may borrow, prepay pursuant
to Section 4.6 and reborrow under this Section 2.1. The principal amount
outstanding on the Loans shall be due and payable on the Termination Date,
together with accrued and unpaid interest thereon.


                                       22
<PAGE>
     SECTION 2.2. Procedure for Revolving Loan Borrowing. (a) The Borrower may
borrow under the Commitments on any Business Day during the period from and
including the Closing Date to and excluding the Termination Date, provided that
the Borrower shall give the Administrative Agent irrevocable oral notice or
written notice pursuant to a notice of borrowing, in substantially the form of
Exhibit A hereto ("Notice of Borrowing") which shall be signed by the Borrower
and shall specify therein the requested (i) date of such Borrowing, (ii) Type of
Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and
(iv) the Interest Period for each such Loan in the case of any LIBOR Rate Loan:

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

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

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

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

     (b) Unless the Administrative Agent shall have received notice from a Bank
at least two hours prior to the applicable time described in clause (a) above by
which such Bank is required to deliver its funds to the Administrative Agent
with respect to any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's applicable Revolving Percentage of such
Borrowing, the Administrative Agent may assume that such Bank has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with Section 2.2(a) and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such date of Borrowing, such Bank shall pay to the
Administrative Agent on demand an amount equal to the product of (i) the daily
average Federal Funds Effective Rate during such period, times (ii) the amount
of such Bank's


                                       23
<PAGE>
applicable Revolving Percentage of such Borrowing, times (iii) a fraction, the
numerator of which is the number of days that elapse from and including such
date of Borrowing to the date on which such Bank's applicable Revolving
Percentage of such Borrowing shall have become immediately available to the
Administrative Agent and the denominator of which is 360. A certificate of the
Administrative Agent submitted to any Bank with respect to any amounts owing
under this Section 2.2(b) shall be conclusive in the absence of manifest error.
If such Bank shall repay to the Administrative Agent such corresponding amount,
such amount so repaid shall constitute such Bank's Loan as part of such
Borrowing for purposes of this Agreement. If such Bank's applicable Revolving
Percentage of such Borrowing is not in fact made available to the Administrative
Agent by such Bank within one (1) Business Day of such date of Borrowing, the
Administrative Agent shall be entitled to recover such amount with interest
thereon at the rate per annum, equal to (i) the ABR (in the case of ABR Loans)
or (ii) the Federal Funds Effective Rate (in the case of LIBOR Rate Loans), on
demand, from the Borrower.

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

     SECTION 2.3. Minimum Tranches. All Borrowings, prepayments, conversions and
continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Tranche of LIBOR Rate Loans shall be equal to $10,000,000 or an
integral multiple of $1,000,000 in excess thereof.

     SECTION 2.4. Letters of Credit. (a) L/C Commitment.

          (i) Subject to the terms and conditions hereof, each Issuing Bank, in
     reliance on the agreements of the other Banks set forth in Section 2.4(d),
     agrees to issue standby letters of credit (the "Letters of Credit") for the
     account of the Borrower in support of obligations (including, without
     limitation, performance, bid and similar bonding obligations and credit
     enhancement) of the Borrower and its Affiliates on any Business Day on or
     after the Closing Date and prior to the Termination Date in such form as
     may be approved from time to time by such Issuing Bank; provided that no
     Issuing Bank shall have any obligation to issue any Letter of Credit if,
     after giving effect to such issuance, (A) the L/C Obligations would exceed
     the L/C Commitment or (B) the Total Outstanding Extensions of Credit then
     outstanding would exceed the Total Commitments then in effect and provided,
     further, that neither JPMorgan Chase Bank, N.A. nor Citibank, N.A. shall be
     required to issue Letters of Credit in excess of $25,000,000 at any time
     outstanding for each such Issuing Bank.

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

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


                                       24
<PAGE>
          (iv) No Issuing Bank shall at any time be obligated to issue any
     Letter of Credit hereunder if such issuance would conflict with, or cause
     such Issuing Bank or any L/C Participant to exceed any limits imposed on
     such Issuing Bank by, any applicable Requirement of Law.

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

     (c) Fees, Commissions and Other Charges.

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

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

          (iii) The Administrative Agent shall, promptly following its receipt
     thereof, distribute to the relevant Issuing Bank and the L/C Participants
     all fees and commissions received by the Administrative Agent for their
     respective accounts pursuant to this Section 2.4(c).


                                       25
<PAGE>
     (d) L/C Participations.

          (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to
     each L/C Participant, and, to induce each Issuing Bank to issue Letters of
     Credit hereunder, each L/C Participant irrevocably agrees to accept and
     purchase and hereby accepts and purchases from such Issuing Bank, on the
     terms and conditions hereinafter stated, for such L/C Participant's own
     account and risk an undivided interest equal to such L/C Participant's
     Revolving Percentage in each Issuing Bank's obligations and rights under
     each Letter of Credit issued hereunder and the aggregate amount of drawings
     under Letters of Credit that have not then been reimbursed pursuant to
     Section 2.4(e). Each L/C Participant unconditionally and irrevocably agrees
     with each Issuing Bank that, if a draft is paid under any Letter of Credit
     for which such Issuing Bank is not reimbursed in full by the Borrower in
     accordance with the terms of this Agreement, such L/C Participant shall pay
     to such Issuing Bank upon demand at such Issuing Bank's address for notices
     specified herein an amount equal to such L/C Participant's Revolving
     Percentage of the amount of such draft, or any part thereof, which is not
     so reimbursed. Each Bank acknowledges and agrees that its obligation to
     acquire participations pursuant to this Section 2.4(d)(i) in respect of
     Letters of Credit is absolute and unconditional and shall not be affected
     by any circumstance whatsoever, including any amendment, renewal or
     extension of any Letter of Credit or the occurrence and continuance of a
     Default or reduction or termination of the Commitments, and that each such
     payment shall be made without any offset, abatement, withholding or
     reduction whatsoever.

          (ii) If any amount required to be paid by any L/C Participant to an
     Issuing Bank pursuant to Section 2.4(d)(i) in respect of any unreimbursed
     portion of any payment made by such Issuing Bank under any Letter of Credit
     is not paid to such Issuing Bank within one Business Day after the date
     such payment is due, such L/C Participant shall pay to such Issuing Bank on
     demand an amount equal to the product of (A) such amount, times (B) the
     daily average Federal Funds Effective Rate as quoted by the relevant
     Issuing Bank, during the period from and including the date such payment is
     required to the date on which such payment is immediately available to such
     Issuing Bank, times (C) a fraction the numerator of which is the number of
     days that elapse during such period and the denominator of which is 360. If
     any such amount required to be paid by any L/C Participant pursuant to
     Section 2.4(d)(i) is not in fact made available to the relevant Issuing
     Bank by such L/C Participant within three (3) Business Days after the date
     such payment is due, such Issuing Bank shall be entitled to recover from
     such L/C Participant, on demand, such amount with interest thereon
     calculated from such due date at the ABR. A certificate of the relevant
     Issuing Bank submitted to any L/C Participant with respect to any amounts
     owing under this subsection shall be conclusive in the absence of manifest
     error.

          (iii) Whenever, at any time after any Issuing Bank has made payment
     under any Letter of Credit and has received from any L/C Participant its
     pro rata share of such payment in accordance with Section 2.4(d)(i), such
     Issuing Bank receives any payment related to such Letter of Credit (whether
     directly from the Borrower or otherwise, including proceeds of collateral
     applied thereto by the Issuing Bank), or any payment of interest on account
     thereof, such Issuing Bank will distribute to such L/C Participant its


                                       26
<PAGE>
     pro rata share thereof; provided, however, that in the event that any such
     payment received by such Issuing Bank shall be required to be returned by
     such Issuing Bank, such L/C Participant shall return to such Issuing Bank
     the portion thereof previously distributed by such Issuing Bank to it.

     (e) Reimbursement Obligation of the Borrower. (i) The Borrower shall
reimburse each Issuing Bank for any payment that such Issuing Bank makes under a
Letter of Credit on or before the date of such payment if the Borrower receives
notice of such payment on or before 10:00 a.m. (New York City time) on the date
such payment is made by such Issuing Bank; provided, however, that, if the
Borrower does not receive timely notice or reimburse such Issuing Bank under
this Section 2.4(e)(i), then Section 2.4(e)(ii) shall apply. Each such payment
shall be made to the relevant Issuing Bank at its address for notices specified
herein in Dollars and in immediately available funds.

          (ii) Notwithstanding Section 5.2, each drawing under any Letter of
     Credit shall be deemed to constitute a Borrowing of ABR Loans in the amount
     of such drawing unless the Borrower has reimbursed the relevant Issuing
     Bank under Section 2.4(e)(i). The Borrowing Date with respect to each such
     borrowing shall be deemed to be the date of such drawing.

     (f) Obligations Absolute.

          (i) The Borrower's payment obligations under Section 2.4(e) shall be
     absolute and unconditional under any and all circumstances and irrespective
     of any set-off, counterclaim or defense to payment that the Borrower may
     have or have had against the relevant Issuing Bank or any beneficiary of a
     Letter of Credit other than a defense based upon the gross negligence or
     willful misconduct of such Issuing Bank or violation of the standards of
     care specified in the Uniform Commercial Code of the State of New York.

          (ii) The Borrower also agrees with each Issuing Bank that no Issuing
     Bank shall be responsible for, and the Borrower's Reimbursement Obligations
     under Section 2.4(e) shall not be affected by, among other things, (i) the
     validity or genuineness of documents or of any endorsements thereon, even
     though such documents shall in fact prove to be invalid, fraudulent or
     forged, (ii) any dispute between or among the Borrower and any beneficiary
     of any Letter of Credit or any other party to which such Letter of Credit
     may be transferred or (iii) any claims whatsoever of the Borrower against
     any beneficiary of such Letter of Credit or any such transferee.

          (iii) No Issuing Bank shall be liable for any error, omission,
     interruption or delay in transmission, dispatch or delivery of any message
     or advice, however transmitted, in connection with any Letter of Credit,
     except for errors or omissions caused by such Issuing Bank's gross
     negligence or willful misconduct or in violation of the standards of care
     specified in the Uniform Commercial Code of the State of New York.


                                       27
<PAGE>
          (iv) The Borrower agrees that any action taken or omitted by any
     Issuing Bank under or in connection with any Letter of Credit or the
     related drafts or documents, if done in the absence of gross negligence or
     willful misconduct and in accordance with the standards of care specified
     in the Uniform Commercial Code of the State of New York, shall be binding
     on the Borrower and shall not result in any liability of such Issuing Bank
     to the Borrower.

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

     (h) Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 2.4, the provisions of this Section 2.4 shall control.

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

                                  ARTICLE III

                        PROVISIONS RELATING TO ALL LOANS

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

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


                                       28
<PAGE>
made by each Bank through the Administrative Agent hereunder, the type thereof
and each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Bank hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Bank's share thereof.

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

     SECTION 3.2. Fees. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Bank the Commitment Fee, from the date hereof
until such date that the Loans and other obligations under this Agreement have
been paid in full, payable quarterly in arrears on the last day of each March,
June, September and December until such date that the Loans and other
obligations under this Agreement have been paid in full and on such date of
payment in full, commencing on the first such date to occur after the date
hereof.

     (b) The Borrower agrees to pay to the Administrative Agent for the account
of each Bank a utilization fee (the "Utilization Fee") at a rate per annum equal
to 0.125% on the Outstanding Extensions of Credit of such Bank at any time that
the Total Outstanding Extensions of Credit outstanding shall exceed 50% of the
Total Commitments then in effect, payable quarterly in arrears on the last day
of each March, June, September and December, commencing on the first such date
to occur after the date hereof.

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

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

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

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

     (b) LIBOR Rate Loans. Each LIBOR Rate Loan shall bear interest at a rate
per annum equal at all times to, in the case of each LIBOR Rate Loan, the lesser
of (A) the sum of


                                       29
<PAGE>
the LIBOR Rate for the applicable Interest Period for such Loan plus the
Applicable Margin and (B) the Highest Lawful Rate, payable on the last day of
such Interest Period and, with respect to Interest Periods of six, nine or
twelve months, on the ninetieth (90th) day after the commencement of the
Interest Period and on each succeeding ninetieth (90th) day during such Interest
Period, and on the Termination Date.

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

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

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

     SECTION 3.4. Reserve Requirements. (a) The Borrower agrees to pay to each
Bank that requests compensation under this Section 3.4 in accordance with the
provisions set forth in Section 4.8(b), so long as such Bank shall be required
to maintain reserves against "Eurocurrency liabilities" under Regulation D of
the Board (or, so long as such Bank shall be required by the Board or by any
other Governmental Authority to maintain reserves against any other category of
liabilities that includes deposits by reference to which the interest rate on
LIBOR Rate Loans is determined as provided in this Agreement or against any
category of extensions of credit or other assets of such Bank that includes any
LIBOR Rate Loans), an additional amount (determined by such Bank and notified to
the Borrower pursuant to the provisions set forth in Section 4.8(b))
representing such Bank's calculation or, if an accurate calculation is
impracticable, reasonable estimate (using such method of allocation to such
Loans of the Borrower as such Bank shall determine in accordance with Section
4.8(a)) of the actual costs, if any, incurred by such Bank during the relevant
Interest Period as a result of the applicability of the foregoing reserves to
such LIBOR Rate Loans, which amount in any event shall not exceed the product of
the following for each day of such Interest Period:

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


                                       30
<PAGE>
          (ii) the difference between (A) a fraction, the numerator of which is
     the LIBOR Rate (expressed as a decimal) applicable to such LIBOR Rate Loan
     (expressed as a decimal), and the denominator of which is one minus the
     maximum rate (expressed as a decimal) at which such reserve requirements
     are imposed by the Board or other Governmental Authority on such date,
     minus (B) such numerator; and

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

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

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

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

     SECTION 3.6. Voluntary Interest Conversion or Continuation of Loans. (a)The
Borrower may on any Business Day, upon the Borrower's irrevocable oral or
written notice of interest conversion/continuation given by the Borrower to the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed interest conversion or
continuation in the case of a LIBOR Rate Loan, (i) convert Loans of one Type
into Loans of another Type; (ii) convert LIBOR Rate Loans for a specified
Interest Period into LIBOR Rate Loans for a different Interest Period; or (iii)
continue LIBOR Rate Loans for a specified Interest Period as LIBOR Rate Loans
for the same Interest Period-;


                                       31
<PAGE>
provided, however, that (A) any conversion of any LIBOR Rate Loans into LIBOR
Rate Loans for a different Interest Period, or into ABR Loans, or any
continuation of LIBOR Rate Loans for the same Interest Period shall be made on,
and only on, the last day of an Interest Period for such LIBOR Rate Loans; (B)
no Loan may be converted into or continued as a LIBOR Rate Loan by the Borrower
so long as an Event of Default has occurred and is continuing, and (C) no Loan
may be converted into or continued as a LIBOR Rate Loan if after giving effect
thereto, Section 2.3 would be contravened. With respect to any oral notice of
interest conversion/continuation given by the Borrower under this Section
3.6(a), the Borrower shall promptly thereafter confirm such notice in writing.
Each written notice of interest conversion/continuation given by the Borrower
under this Section 3.6(a) and each confirmation of an oral notice of interest
conversion/continuation given by the Borrower under this Section 3.6(a) shall be
in substantially the form of Exhibit B hereto ("Notice of Interest
Conversion/Continuation"). Each such Notice of Interest Conversion/Continuation
shall specify therein the requested (x) date of such interest conversion or
continuation; (y) the Loans to be converted or continued; and (z) if such
interest conversion or continuation is into LIBOR Rate Loans, the duration of
the Interest Period for each such LIBOR Rate Loan. Upon receipt of any such
Notice of Interest Conversion/Continuation, the Administrative Agent shall
promptly notify each Bank thereof. Each Notice of Interest Conversion/
Continuation shall be irrevocable and binding on the Borrower.

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

     SECTION 3.7. Funding Losses Relating to LIBOR Rate Loans. (a) The Borrower
agrees, without duplication of any other provision under this Agreement, to
indemnify each Bank and to hold each Bank harmless from any loss or expense that
such Bank may sustain or incur as a consequence of (i) default by the Borrower
in payment when due of the principal amount of or interest on any LIBOR Rate
Loan, (ii) default by the Borrower in making a borrowing of, conversion into or
continuation of any LIBOR Rate Loan after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (iii)
default by the Borrower in making any prepayment after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (iv) the
making of a prepayment of LIBOR Rate Loans or the conversion of LIBOR Rate Loans
into ABR Loans, on a day that is not the last day of an Interest Period with
respect thereto (excluding any prepayment made pursuant to Section 3.8) on a day
that is not the scheduled maturity date with respect thereto, including, without
limitation, in each case, any such loss or expense arising from the reemployment
of funds obtained by it or from fees payable to terminate the deposits from
which such funds were obtained. The calculation of all amounts payable to a Bank
under this Section 3.7(a) shall be made pursuant to the method described in
Section 4.8(a), but in no event shall such amounts payable with respect to any
LIBOR Rate Loan exceed the amounts that would have been payable assuming such
Bank had actually funded its relevant LIBOR Rate Loan through the purchase of a
deposit bearing


                                       32
<PAGE>
interest at the LIBOR Rate in an amount equal to the amount of such LIBOR Rate
Loan and having a maturity comparable to, with respect to any LIBOR Rate Loan,
the relevant Interest Period, provided, that each Bank may fund each of its
LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall
be utilized only for the calculation of amounts payable under this Section
3.7(a).

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

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

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

                                   ARTICLE IV

                        INCREASED COSTS, TAXES, PAYMENTS

                                 AND PREPAYMENTS

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


                                       33
<PAGE>
          (i) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Bank that is not otherwise included in the determination of
     the LIBOR Rate hereunder (except for amounts covered by Section 3.4 or any
     other Section hereof); or

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

and the result of any of the foregoing is to increase the actual cost to such
Bank, by an amount that such Bank deems to be material, of making, converting
into, continuing or maintaining LIBOR Rate Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Bank, upon
its demand in the manner set forth in Section 4.8(b), any additional amounts,
computed by such Bank in accordance with Section 4.8(a), necessary to compensate
such Bank for such actual increased cost or reduced amount receivable that is
attributable to Loans or Commitments (to the extent that such Bank has not
already been compensated or reimbursed for such amounts pursuant to any other
provision of this Agreement). If any Bank becomes entitled to claim any
additional amounts pursuant to this Section 4.1(a) from the Borrower, it shall
promptly notify the Borrower, through the Administrative Agent, of the event by
reason of which it has become so entitled in the manner set forth in Section
4.8(b).

     (b) If any Bank determines in good faith that the introduction of or any
change in or in the interpretation or application by any Governmental Authority
of any law or regulation regarding capital adequacy after the date of this
Agreement or compliance by such Bank or any corporation controlling such Bank
with any law or regulation or any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law) made or
issued after the date of this Agreement does or shall have the effect, as a
result of such Bank's obligations under this Agreement or under any Letter of
Credit, of reducing the rate of return on such Bank's or such corporation's
capital to a level below that which such Bank or such corporation could have
achieved but for such change or compliance (taking into consideration such
Bank's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, the Borrower shall pay to the
Administrative Agent for the account of such Bank, from time to time as
specified by such Bank in the manner set forth in Section 4.8(b), additional
amounts, computed by such Bank in accordance with Section 4.8(a), sufficient to
compensate such Bank or such corporation in the light of such circumstances, to
the extent that such Bank reasonably determines such reduction in rate of return
is allocable to the existence of such Bank's obligations hereunder.

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


                                       34
<PAGE>
     SECTION 4.2. Pro Rata Treatment and Payments and Computations. (a) Each
Borrowing of Loans by the Borrower from the Banks hereunder, each payment by the
Borrower on account of any commitment or other fee, any reduction of the
Commitments of the Banks and any prepayment on account of principal and interest
on the Loans shall be made pro rata according to the respective Revolving
Percentages of the Banks.

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

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

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

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


                                       35
<PAGE>
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any Note (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Bank or the Administrative Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
4.3) such Bank or the Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made;
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law; provided, however, that the Borrower shall
not be required to increase any such sums payable to any Bank with respect to
any Taxes (i) that are attributable to such Bank's failure to comply with the
requirements of Section 4.3(d) or (ii) that are United States withholding taxes
imposed on sums payable to such Bank at the time such Bank becomes a party to
this Agreement (or maintains a lending office), except to the extent that any
such Bank's assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from the Borrower with respect to such Taxes pursuant
to this Section 4.3. Whenever any Taxes or Other Taxes (as defined in Section
4.3(b)) are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for the account of the relevant
Bank or Administrative Agent, as the case may be, either (A) official tax
receipts or notarized copies of such receipts to such Bank within thirty (30)
days after payment of any applicable tax or (B) a certificate executed by a
Responsible Officer of the Borrower confirming that such Taxes or Other Taxes
have been paid, together with evidence of such payment.

     (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under any Note or from the
execution, delivery or registration of or otherwise with respect to, this
Agreement, any other Loan Document, or the Loans and for which such Bank or the
Administrative Agent (as the case may be) has not been otherwise reimbursed by
the Borrower under this Agreement (hereinafter referred to as "Other Taxes").

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

     (d) Each Bank registered in the Register that is not a U.S. Person as
defined in Section 7701(a)(30) of the Code agrees that it will deliver to the
Borrower and the Administrative Agent on the date hereof, or on the date which
it becomes a party to this Agreement, two duly completed copies of United States
Internal Revenue Service Form W-8BEN, W-8ECI W-8EXP or W-8IMY (or other
appropriate corresponding form) or any successor applicable form, as the case
may be. Each such Bank also agrees to deliver to the


                                       36
<PAGE>
Borrower and the Administrative Agent two further copies of the said Form
W-8BEN, W-8ECI, W-8EXP, or W-8IMY or successor applicable forms or other manner
of certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form or certification previously delivered by it to
the Borrower, and such extensions or renewals thereof as may reasonably be
requested by the Borrower or the Administrative Agent, unless in any such case
an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required that renders all such forms inapplicable or that would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank so advises the Borrower and the Administrative Agent. Each
such Bank shall certify in the case of a Form W-8BEN, W-8ECI, W-8EXP, or W-8IMY
that it is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes, subject to
notification to the Borrower otherwise pursuant to this Section 4.3(d). In the
event that any such Bank fails to deliver any forms required under this Section
4.3(d), the Borrower's obligation to pay additional amounts shall be reduced to
the amount that it would have been obligated to pay had such forms been
provided.

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

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

     SECTION 4.4. Sharing of Payments, Etc. If any Bank (a "Benefitted Bank")
shall at any time receive any payment (other than pursuant to Section 3.4, 3.7,
4.1 or 4.3) of all or part of its Loans, Reimbursement Obligations owing to it
or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by setoff, pursuant to events or proceedings


                                       37
<PAGE>
of the nature referred to in Section 8.1(g) or 8.1(h), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Bank, if any, in respect of such other Bank's Loans, Reimbursement Obligations
owing to it, respectively, or interest thereon, such benefitted Bank shall
purchase for cash from the other Banks a participating interest in such portion
of each such other Bank's Loans or Reimbursement Obligations owing to it,
respectively, or shall provide such other Banks with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Bank to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Banks; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefitted Bank, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. The
Borrower agrees that any Bank so purchasing a participation from another Bank
pursuant to this Section 4.4 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of setoff) with respect
to such participation as fully as if such Bank were the direct creditor of the
Borrower in the amount of such participation.

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

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

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

     SECTION 4.6. Voluntary Prepayments. The Borrower may, upon written notice
delivered to the Administrative Agent not later than 11:00 A.M. (New York City
time) one (1) Business Day (or in the case of LIBOR Rate Loans, three (3)
Business Days) prior to the date of prepayment stating the aggregate principal
amount of the prepayment and the Loans to be prepaid, prepay the outstanding
principal amounts of such Loans comprising part of the same Borrowing in whole
or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided, however, that losses
incurred by any Bank under Section 3.7 shall be payable with respect to each
such prepayment in the manner set forth in Section 3.7. Any such notice provided
pursuant to this Section 4.6 shall be irrevocable,


                                       38
<PAGE>
and the payment amount specified in such notice shall be due and payable on the
prepayment date described in such notice, together with accrued and unpaid
interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6
with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate
principal amount equal to the lesser of (a) $10,000,000 or an integral multiple
of $1,000,000 in excess thereof and (b) the aggregate principal amount of such
Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that
no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after
giving effect thereto, Section 2.3 would be contravened. Partial prepayments
with respect to the ABR Loans shall be made in an aggregate principal amount
equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in
excess thereof or (ii) the aggregate principal amount of ABR Loans then
outstanding, as the case may be.

     SECTION 4.7. Mitigation of Losses and Costs. Any Bank claiming
reimbursement from the Borrower under any of Sections 3.4, 3.7, 4.1 and 4.3
hereof shall use reasonable efforts (including, without limitation, if requested
by the Borrower, reasonable efforts to designate a different lending office of
such Bank) to mitigate the amount of such losses, costs, expenses and
liabilities, if such efforts can be made and such mitigation can be accomplished
without such Bank suffering (i) any economic disadvantage for which such Bank
does not receive full indemnity from the Borrower under this Agreement or (ii)
any legal or regulatory disadvantage.

     SECTION 4.8. Determination and Notice of Additional Costs and Other
Amounts. (a)In determining the amount of any claim for reimbursement or
compensation under Sections 3.4, 3.7 and 4.1, each Bank may use any reasonable
averaging, attribution and allocation methods consistent with such methods
customarily employed by such Bank in similar situations.

     (b) Each Bank or, with respect to compensation claimed by it pursuant to
Section 4.3, the Administrative Agent, as the case may be, will (i) use its best
efforts to notify the Borrower through the Administrative Agent (in the case of
each Bank) of any event occurring after the date of this Agreement promptly
after the occurrence thereof and (ii) notify the Borrower through the
Administrative Agent (in the case of each Bank) promptly after such Bank or the
Administrative Agent, as the case may be, becomes aware of any event occurring
after the date of this Agreement, in either case if such event (for purposes of
this Section 4.8(b), a "Triggering Event") will entitle such Bank or the
Administrative Agent, as the case may be, to compensation pursuant to Section
3.4, 3.7, 4.1 or 4.3, as the case may be. Each such notification of a Triggering
Event shall be accompanied by a certificate of such Bank or the Administrative
Agent, as the case may be, setting forth the calculations and justification in
reasonable detail such amount or amounts as shall be necessary to compensate
such Bank or the Administrative Agent, as the case may be, as specified in
Section 3.4, 3.7, 4.1 or 4.3, as the case may be, and certifying that such costs
are generally being charged by such Bank to other similarly situated borrowers
under similar credit facilities, which certificate shall be conclusive absent
manifest error. The Borrower shall pay to the Administrative Agent for the
account of such Bank or to the Administrative Agent for its own account, as the
case may be, the amount shown as due on any such certificate within ten Business
Days after its receipt of the same.


                                       39
<PAGE>
                                   ARTICLE V

                              CONDITIONS OF LENDING

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

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

               (b) The Administrative Agent (or its counsel) shall have received
          a certificate dated as of the Closing Date of the Secretary or an
          Assistant Secretary of the Borrower certifying (i) the names and true
          signatures of the Responsible Officers of the Borrower authorized to
          sign each Loan Document to which the Borrower is a party and the
          notices and other documents to be delivered by the Borrower pursuant
          to any such Loan Document; (ii) the operating agreement and
          certificate of formation of the Borrower as in effect on the date of
          such certification; (iii) the resolutions of the Board of Directors or
          equivalent thereof of the Borrower approving and authorizing the
          execution, delivery and performance by the Borrower of each Loan
          Document to which it is a party and any Notes from time to time issued
          hereunder and authorizing the borrowings and other transactions
          contemplated hereunder and (iv) that all material authorizations,
          approvals and consents by any Governmental Authority or other Person
          necessary in connection with the execution, delivery and performance
          of the Loan Documents and any other regulatory approvals in respect
          thereof required to be obtained prior to the Closing Date, have been
          obtained and are in full force and effect.

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

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

               (e) The Administrative Agent shall have received satisfactory
          evidence that (i) the Existing CenterPoint Credit Agreement shall
          concurrently be terminated and all amounts owing thereunder shall
          concurrently be paid or refinanced in full and (ii) satisfactory
          arrangements shall have been made for the termination of all Liens
          granted in connection therewith, and the Borrower shall


                                       40
<PAGE>
          have delivered such documentation with respect to the foregoing as the
          Administrative Agent shall reasonably request.

               (f) The effectiveness, substantially concurrent with the
          effectiveness of this Agreement, of (i) the $1,000,000,000 credit
          facility arranged by J.P. Morgan Securities Inc. and Citigroup Global
          Markets Inc., as global coordinators, for CenterPoint and (ii) the
          CEHE Backstop Agreement.

               (g) All governmental and third-party approvals necessary in
          connection with the execution, delivery and performance by the
          Borrower of the Loan Documents shall have been obtained and be in full
          force and effect, including without limitation receipt of a financing
          order from the SEC.

               (h) The Administrative Agent shall have received all financial
          statements and other information as the Administrative Agent shall
          reasonably request, including projections and pro forma balance sheets
          adjusted to give effect to the financing contemplated hereby and the
          other financings described in clause (f) above, and such financial
          statements shall not, in the reasonable judgment of the Banks, reflect
          any material adverse change in the consolidated financial condition of
          the Borrower and its Subsidiaries, as reflected in the financial
          statements or projections contained in the Confidential Information
          Memorandum.

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

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

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

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

               (a) On or prior to the date of the making of such extension of
          credit, the Administrative Agent shall have received from the Borrower
          a Notice of Borrowing or an Application, as the case may be, in
          accordance with the terms of this Agreement, or, in the case of the
          issuance, extension or increase of any Letter of Credit, the
          instruments required under Section 2.4 in respect thereof.

               (b) The representations and warranties of the Borrower contained
          in Section 6.1 of this Agreement and in the other Loan Documents shall
          be true and correct in all material respects on and as of the date of
          such extension of credit (except for those representations or
          warranties or parts thereof that, by their terms, expressly relate
          solely to a specific date, in which case such representations and


                                       41
<PAGE>
          warranties shall be true and correct in all material respects as of
          such specific date and, except at any time after the Closing Date, the
          representations and warranties contained in Sections 6.1(j) and (k)),
          before and after giving effect to such extension of credit, and to the
          application of the proceeds therefrom, as though made on and as of
          such date.

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

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

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

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

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

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

     (c) Organizational Powers. The Borrower has the corporate or other
requisite power to execute, deliver and perform and comply with its obligations
under this Agreement, any Notes and the other Loan Documents to which it is a
party. This Agreement has been, and each other


                                       42
<PAGE>
Loan Document to which the Borrower is a party will be, duly executed and
delivered on behalf of the Borrower.

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

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

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

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

     (h) Title to Properties. The issued and outstanding Capital Stock owned by
the Borrower of each of its Significant Subsidiaries whether such stock is owned
directly or indirectly through one or more of its Subsidiaries, is owned free
and clear of any Lien. In addition, each of the Borrower and each Significant
Subsidiary has good title to the Properties


                                       43
<PAGE>
reflected in the financial statements referred to in Section 6.1(m) and in any
financial statements delivered pursuant to Section 7.1(a), except for such
Properties that have been disposed of subsequent to the dates of the balance
sheets included in such financial statements and that are no longer used or
useful in the conduct of the business of the Borrower or any Significant
Subsidiary or that have been disposed of pursuant to Section 7.2(b) or (c) or
that have been disposed of in the ordinary course of their respective business,
and all such Properties are free and clear of any Lien except Liens permitted
under this Agreement.

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

     (j) Material Adverse Change. Since December 31, 2003, there has been no
event, development or circumstance that, as of the Closing Date, has or would
reasonably be expected to have a Material Adverse Effect.

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

     (l) ERISA. Neither the Borrower nor any Significant Subsidiary has incurred
any material liability or deficiency arising out of or in connection with (i)
any Reportable Event or "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) with respect to any Plan that
has occurred during the five-year period immediately preceding the date on which
this representation is made or deemed made, (ii) any failure of a Plan to comply
with the applicable provisions of ERISA and the Code, (iii) any termination of a
Single Employer Plan, (iv) any complete or partial withdrawal by the Borrower or
any Commonly Controlled Entity from any Multiemployer Plan or (v) any Lien in
favor of the PBGC or any Plan that has arisen during the five-year period
referred to in clause (i) above. In addition, no Multiemployer Plan is in
Reorganization or is Insolvent, where such Reorganization or Insolvency,
individually or when aggregated with the events described in the first sentence
of this Section 6.1(l), is likely to result in a material liability or
deficiency of the Borrower or any Significant Subsidiary. As used in this
Section 6.1(1), any liability or deficiency shall be deemed not to be "material"
so long as the sum of all liabilities and deficiencies referred to in this
Section 6.1(1) at any one time outstanding, individually and in the aggregate,
is less than $25,000,000.

     (m) Financial Statements. The consolidated financial statements of the
Borrower as of and for the nine months ended September 30, 2004 filed with the
SEC with the Borrower's 10-Q for the period then ended, copies of which have
been delivered to the Banks, present fairly in all material respects the
consolidated financial condition and results of operations of the Borrower, its
Consolidated Subsidiaries and the Unrestricted Subsidiaries as of such date and
for the period then ended, in conformity with, as applicable, GAAP and, except
as otherwise stated therein,


                                       44
<PAGE>
consistently applied (in the case of such unaudited statements, subject to
year-end adjustments and the exclusion of detailed footnotes).

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

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

     (p) Subsidiaries. Schedule 6.1(p) attached hereto sets forth each
Significant Subsidiary as of the date hereof. Except as disclosed on Schedule
6.1(p), as of the date hereof the Borrower owns, directly or indirectly through
one or more of its Subsidiaries, all of the outstanding Capital Stock of each
Significant Subsidiary, in each case free and clear of any Liens not permitted
under this Agreement.

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


                                       45
<PAGE>
                                  ARTICLE VII

                       AFFIRMATIVE AND NEGATIVE COVENANTS

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

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

          (i) as soon as practicable and in any event within 90 days after the
     end of each fiscal year of the Borrower (beginning with fiscal 2004), a
     consolidated balance sheet of the Borrower, its Consolidated Subsidiaries
     and the Unrestricted Subsidiaries as of the end of such fiscal year and the
     related statements of consolidated income, retained earnings and cash flows
     prepared in conformity with GAAP consistently applied, setting forth in
     comparative form the figures for the previous fiscal year, together with a
     report thereon by independent certified public accountants of nationally
     recognized standing selected by the Borrower (which requirement may be
     satisfied by delivering the Borrower's Annual Report on Form 10-K with
     respect to such fiscal year as filed with the SEC);

          (ii) as soon as practicable and in any event within 55 days after the
     end of each of the first three quarters of each fiscal year of the Borrower
     (beginning with the quarter ending March 31, 2005), unaudited consolidated
     financial statements of the Borrower, its Consolidated Subsidiaries and the
     Unrestricted Subsidiaries consisting of at least consolidated balance
     sheets as at the close of such quarter and statements of consolidated
     income, retained earnings and cash flows for such quarter and for the
     period from the beginning of such fiscal year to the close of such quarter
     (which requirement may be satisfied by delivering the Borrower's Quarterly
     Report on Form 10-Q with respect to such fiscal quarter as filed with the
     SEC); such financial statements shall be accompanied by a certificate of a
     Responsible Officer of the Borrower to the effect that such unaudited
     financial statements present fairly in all material respects the
     consolidated financial condition and results of operations of the Borrower,
     its Consolidated Subsidiaries and the Unrestricted Subsidiaries as of such
     date for the period then ending, and have been prepared in conformity with
     GAAP in a manner consistent with the financial statements referred to in
     paragraph (a)(i) above (subject to year-end adjustments and exclusion of
     detailed footnotes);

          (iii) with each set of statements to be delivered pursuant to Sections
     7.1(a)(i) and (ii) above, a certificate in a form reasonably satisfactory
     to the Administrative Agent, signed by a Responsible Officer of the
     Borrower confirming compliance with Section 7.2(a) and setting out in
     reasonable detail the calculations necessary to demonstrate such compliance
     as at the date of the most recent balance sheet included in such financial
     statements and stating that no Default or Event of Default has occurred and


                                       46
<PAGE>
     is continuing or, if there is any Default or Event of Default, describing
     it and the steps, if any, being taken to cure it; and

          (iv) (A) within ten days of the filing thereof, copies of all periodic
     reports (other than (x) reports on Form 11-K or any successor form, (y)
     Current Reports on Form 8-K that contain no information other than exhibits
     filed therewith and (z) reports on Form 10-Q or 10-K or any successor
     forms) under the Exchange Act (in each case other than exhibits thereto and
     documents incorporated by reference therein)) filed by the Borrower with
     the SEC; (B) promptly, and in any event within seven (7) Business Days
     after a Responsible Officer of the Borrower becomes aware of the occurrence
     thereof, written notice of (x) any Event of Default or any Default, (y) the
     institution of (I) any litigation, action, suit or other legal or
     governmental proceeding involving the Borrower or any Restricted Subsidiary
     of the Borrower as to which there is a reasonable possibility of an adverse
     decision that would have a Material Adverse Effect on the Borrower or (II)
     any other final adverse determination in any litigation, action, suit or
     other legal or governmental proceeding involving the Borrower or any
     Significant Subsidiary of the Borrower (1) in the True-Up Litigation or (2)
     that would have a Material Adverse Effect or (z) the incurrence by the
     Borrower or any Significant Subsidiary of a material liability or
     deficiency not permitted under this Agreement, or the existence of an event
     that could reasonably be expected to result in a material liability or
     deficiency, arising out of or in connection with (1) any Reportable Event
     with respect to any Plan, (2) the failure to make any required contribution
     to a Plan, (3) the creation of any Lien in favor of the PBGC or a Plan, (4)
     any withdrawal from, or the termination, Reorganization or Insolvency of,
     any Multiemployer Plan or (5) the institution of proceedings or the taking
     of any other action by the PBGC or the Borrower or any Commonly Controlled
     Entity or any Multiemployer Plan with respect to the withdrawal from, or
     the termination, Reorganization or Insolvency of, any Plan; provided that,
     as used in this clause (z), any liability or deficiency shall be deemed not
     to be "material" so long as the sum of all liabilities and deficiencies
     referred to in this clause (z) at any one time outstanding, individually
     and in the aggregate, is less than $25,000,000; (C) with each set of
     statements delivered pursuant to Section 7.1(a)(i), a certificate signed by
     a Responsible Officer of the Borrower identifying those Subsidiaries which,
     determined as of the date of such financial statements, are Significant
     Subsidiaries and Unrestricted Subsidiaries; and (D) such other information
     relating to the Borrower or its business, properties, condition and
     operations as the Administrative Agent (or any Bank through the
     Administrative Agent) may reasonably request.

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


                                       47
<PAGE>
     (b) Use of Proceeds. The Borrower will use the proceeds of any Loan or
Letter of Credit made or issued by the Banks or any Issuing Bank to it for the
purposes set forth in Section 6.1(g), and it will not use the proceeds of any
Loan or Letter of Credit made or issued by the Banks or any Issuing Bank for any
purpose that would violate the provisions of the margin regulations of the
Board. The Borrower will not, and will not permit any of its Subsidiaries to
engage principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying, within the meaning
of Regulation U, any Margin Stock.

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

     (d) Maintenance of Properties. The Borrower will, and will cause each
Significant Subsidiary to, preserve and maintain all of its Property that is
material to the conduct of its business, provided, however, that nothing in this
Section 7.1(d) shall prevent (a) the Borrower or any of its Significant
Subsidiaries from selling, abandoning or otherwise disposing of any Properties
(including the Capital Stock of any Subsidiary of the Borrower that is not a
Significant Subsidiary), the retention of which in the good faith judgment of
the Borrower or such Significant Subsidiary is inadvisable or unnecessary to the
business of the Borrower and its Subsidiaries, taken as a whole, or the failure
to maintain would not reasonably be expected to have a Material Adverse Effect
or (b) any other transaction that is expressly permitted by the terms of any
other provision of this Agreement.

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

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


                                       48
<PAGE>
the exercise of the right of access described in the preceding sentence that
relate to notice requirements or limitations on the Persons permitted to
exercise such right shall apply at any time when a Default or an Event of
Default shall have occurred and be continuing.

     (g) Insurance. The Borrower will and will cause each of its Significant
Subsidiaries to, maintain insurance with responsible and reputable insurance
companies or associations, or to the extent that the Borrower or such
Significant Subsidiary deems it prudent to do so, through its own program of
self-insurance, in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses, of comparable size and financial
strength and with comparable risks.

     (h) Corporate Rating. The Borrower will deliver to the Administrative Agent
notice of any change by a Rating Agency in its credit or corporate rating
promptly upon the effectiveness of such change.

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

     (a) Financial Ratios.

          (i) Permit at any time the ratio of Consolidated Indebtedness at such
     time to Consolidated Capitalization for the most recently ended
     twelve-month period to exceed 68%.

          (ii) Permit at any time the ratio of Consolidated EBITDA for the most
     recently ended twelve-month period ending during any period set forth below
     to Adjusted Interest Expense for such period to be less than the ratio set
     forth below opposite such period:

<TABLE>
<CAPTION>
                 PERIOD                                                  RATIO
                 ------                                                ---------
<S>                                                                    <C>
Date hereof through December 31, 2005                                   1.75:1.0
January 1, 2006 through the Maturity Date                              2.00:1.00
</TABLE>

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

          (i) Permitted Liens;

          (ii) (A) any Lien in existence on the date hereof; provided that no
     such Lien described in this clause (ii) encumbers any additional Property
     after the date hereof and


                                       49
<PAGE>
     that the principal amount of Indebtedness of the Borrower or any of its
     Subsidiaries secured thereby is not increased;

          (iii) Liens securing bonds issued after the Closing Date pursuant to
     the Original Mortgage (to the extent the proceeds thereof are used to
     replace, refund or refinance first mortgage bonds outstanding on the date
     hereof) or the General Mortgage Indenture (or second or subordinated, as
     the case may be, Liens in lieu thereof);

          (iv) Liens required to be granted pursuant to "equal and ratable"
     clauses existing on the date hereof under Contractual Obligations of the
     Borrower and its Restricted Subsidiaries (and extensions and renewals
     thereof);

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

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

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

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

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

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


                                       50
<PAGE>
          (xi) any extension, renewal or refunding of any Lien permitted by
     clauses (i) through (x) above on the same Property previously subject
     thereto; provided that no extension, renewal or refunding of any such Lien
     shall increase the principal amount of any Indebtedness secured thereby
     immediately prior to such extension, renewal or refunding, unless such
     Indebtedness is permitted under Section 7.2(a);

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

          (xiii) Liens not otherwise permitted by this Section 7.2(b) securing
     Indebtedness of the Borrower and its Restricted Subsidiaries so long as the
     aggregate outstanding principal amount of the obligations secured thereby
     does not at any time exceed at the time of incurrence of such obligations
     (including any such incurrence resulting from any extension, renewal or
     refunding of such obligations), as to the Borrower and all of its
     Restricted Subsidiaries, 10% of Net Tangible Assets.

     (c) Consolidation, Merger or Disposal of Assets. And will not permit any
Significant Subsidiary to, (i) consolidate with, or merge into or amalgamate
with or into, any other Person; (ii) liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution); or (iii) convey, sell, transfer, lease
or otherwise dispose of all or substantially all of its Properties to any
Person; provided, however, that nothing contained in this Section 7.2(c) shall
prohibit (A) a merger involving a Subsidiary of the Borrower (including mergers
to reincorporate or change the domicile of such Subsidiary) if any Wholly-Owned
Significant Subsidiary of the Borrower is the surviving entity thereof; (B) the
liquidation, winding up or dissolution of a Significant Subsidiary of the
Borrower if all of the Properties of such Significant Subsidiary are conveyed,
transferred or distributed to the Borrower or a Person that after giving effect
to such transaction is a Wholly-Owned Significant Subsidiary of the Borrower;
(C) the conveyance, sale, transfer or other disposal of all or substantially all
(or any lesser portion) of the Properties of any Significant Subsidiary of the
Borrower to the Borrower or a Person that after giving effect to such
transaction is a Wholly-Owned Significant Subsidiary of the Borrower; or (D) the
transfer of assets in connection with the issuance of Securitization Securities;
provided that, in each case, immediately before and after giving effect to any
such merger, dissolution or liquidation, or conveyance, sale, transfer, lease or
other disposition, no Default or Event of Default shall have occurred and be
continuing.

     (d) Sale of Significant Subsidiary Stock. And will not permit the sale,
assignment, transfer or other disposal of any of the Capital Stock of any
Significant Subsidiary. Notwithstanding the foregoing provisions of Section
7.2(c) or this Section 7.2(d), (x) the Borrower or any Significant Subsidiary
may sell, assign, transfer or otherwise dispose of (i) any of the Capital Stock
of any Significant Subsidiary to the Borrower or to a Wholly-Owned Subsidiary of
the Borrower that constitutes a Significant Subsidiary after giving effect to
such transaction; (ii) the Texas Genco Stock; and (iii) any of the Capital Stock
of any Subsidiary that is not a Significant Subsidiary and (y) any Significant
Subsidiary shall have the right to issue, sell, assign, transfer or otherwise
dispose of for value its preference or preferred stock in one or more bona fide
transactions to any Person; provided that immediately before and after giving


                                       51
<PAGE>
effect to any such Disposition described in the foregoing clauses (x) and (y),
no Event of Default or Default shall have occurred and be continuing.

     (e) Agreements Restricting Dividends. And will not permit any Significant
Subsidiary to enter into, incur or permit to exist any agreement or other
consensual arrangement that explicitly prohibits or restricts the payment by any
Significant Subsidiary of dividends or other distributions with respect to any
shares of its Capital Stock; provided that the foregoing shall not prohibit
financial incurrence, maintenance and similar covenants that indirectly have the
practical effect of prohibiting or restricting the ability of a Significant
Subsidiary to make such payments or provisions that require that a certain
amount of capital be maintained, or prohibit the return of capital to
shareholders above certain dollar limits; provided further, that the foregoing
shall not apply to (i) restrictions and conditions imposed by law or by this
Agreement, (ii) restrictions and conditions existing on the date hereof, any
amendment or modification thereof (other than an amendment or modification
expanding the scope of any such restriction or condition and any restrictions or
conditions) that (x) replace restrictions or conditions existing on the date
hereof and (y) are substantially similar to such existing restriction or
condition, (iii) restrictions (including any extension of such restrictions that
does not expand the scope of any such restrictions) existing at the time at
which any such Subsidiary first becomes a Significant Subsidiary, so long as
such restriction was in existence prior to such time in accordance with the
other provisions of this Agreement and was not agreed to or incurred in
contemplation of such change of status and (iv) any restrictions with respect to
a Significant Subsidiary imposed pursuant to an agreement that has been entered
into in connection with a disposition of all or substantially all of the Capital
Stock or assets of such Subsidiary.

     (f) Certain Investments, Loans, Advances, Guarantees and Acquisitions. And
will not permit any of its Significant Subsidiaries to purchase or acquire
(including pursuant to any merger) any Capital Stock, evidence of indebtedness
or other securities of or other interest in (including any option, warrant or
other right to acquire any of the foregoing), make any loans or advances to,
Guarantee any obligations of, or make any investment or other interest in or
capital contribution to any Unrestricted Subsidiary or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any
Unrestricted Subsidiary constituting a business unit, (any of the foregoing, an
"Investment") at any time if the aggregate amount of net tangible assets of all
Unrestricted Subsidiaries at such time exceeds, or would exceed as a result of
any such Investment, 10% of the Net Tangible Assets.

     SECTION 7.3. Borrower's Accounting Reorganization.

     (a) The Borrower has advised the Banks that it is considering an accounting
reorganization of its operations and corporate structure that would involve the
extinguishment of a negative retained earnings balance and the restatement of
its assets and its liabilities to their fair values (the "Accounting
Reorganization").

     (b) In the event that the Accounting Reorganization occurs, the Borrower
shall notify the Administrative Agent thereof and notwithstanding any of the
terms, conditions or provisions of this Agreement or the other Loan Documents to
the contrary, compliance with the financial covenants, standards, terms and
conditions in this Agreement and the Loan Documents shall be based on the
performance by the Borrower and its Subsidiaries therewith as though the


                                       52
<PAGE>
Accounting Reorganization had not occurred and the Borrower shall deliver,
together with the certificates required under Section 7.1(a)(iii), pro forma
financial statements prepared on the basis that the Accounting Reorganization
had not occurred.

     (c) In addition, the Borrower may request various amendments to the
covenants, representations, Events of Defaults and the other standards, terms
and conditions of this Agreement and the Loan Documents. If so requested, the
Borrower and the Banks agree to enter into negotiations in order to amend such
provisions (with the agreement of the Majority Banks or, if required by Section
10.1, all of the Banks) so as to equitably reflect such changes with the desired
result that the criteria for evaluating any of the Borrower's and its Restricted
Subsidiaries' financial condition shall be the same after the Accounting
Reorganization as if such Accounting Reorganization had not occurred. Each of
the Banks agrees to consider these requests and proposed amendments in good
faith and agrees not to unreasonably withhold or delay its consent to such
amendments. Unless and until such provisions have been so amended, Section
7.3(b) shall govern the Borrower's compliance with this Agreement and the Loan
Documents.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

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

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

     (b) Non-Payment of Other Amounts. The Borrower fails to pay, in the manner
provided in this Agreement, any other amount (other than the amounts set forth
in Section 8.1(a) above) payable by it hereunder within ten (10) Business Days
after notice of such payment is received by the Borrower from the Administrative
Agent; or

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

     (d) Breach of Certain Covenants. Borrower fails to perform or comply with
any one or more of its obligations under Section 7.1(a)(iv)(B)(x) or 7.2; or

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


                                       53
<PAGE>
Administrative Agent or the Majority Banks or discovery thereof by a Responsible
Officer of the Borrower; or

     (f) Other Indebtedness. (i) The Borrower or any Significant Subsidiary
fails to pay when due (either at stated maturity or by acceleration or otherwise
but subject to applicable grace periods) any principal or interest in respect of
any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated
Debt (other than Indebtedness of the Borrower under this Agreement) if the
aggregate principal amount of all such Indebtedness for which such failure to
pay shall have occurred and be continuing exceeds $50,000,000 or (ii) any
default, event or condition shall have occurred and be continuing with respect
to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior
Subordinated Debt of the Borrower or any Significant Subsidiary (other than
Indebtedness of the Borrower under this Agreement), the effect of which default,
event or condition is to cause, or to permit the holder thereof to cause, (A)
such Indebtedness to become due prior to its stated maturity (other than in
respect of mandatory prepayments required thereby) or (B) in the case of any
Guarantee of Indebtedness for Borrowed Money of any Person or Junior
Subordinated Debt by the Borrower or any of its Significant Subsidiaries the
primary obligation (as such term is defined in the definition of "Guarantee" in
Section 1.1) to which such Guarantee relates to become due prior to its stated
maturity, if the aggregate amount of all such Indebtedness or primary
obligations (as the case may be) that is or could be caused to be due prior to
its stated maturity exceeds $50,000,000; or

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

     (h) Voluntary Bankruptcy, Etc. (i) The commencement by the Borrower or any
Significant Subsidiary of a voluntary case, proceeding or other action under any
applicable domestic or foreign bankruptcy, insolvency, reorganization or other
similar law (A) seeking to have an order of relief entered with respect to it,
(B) seeking to be adjudicated a bankrupt or insolvent, (C) seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other similar relief with respect to it or its debts under any
applicable domestic or foreign law or (D) seeking the appointment of or the
taking possession by a


                                       54
<PAGE>
custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or
similar official of the Borrower or any Significant Subsidiary of any
substantial part of its Properties; or (ii) the making by the Borrower or any
Significant Subsidiary of a general assignment for the benefit of creditors; or
(iii) the Borrower or any Significant Subsidiary shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in,
any of the acts described in clause (i) or (ii) above or in Section 8.1(g); or
(iv) the admission by the Borrower or any Significant Subsidiary in writing of
its inability to pay its debts generally as they become due or the failure by
the Borrower or any Significant Subsidiary generally to pay its debts as such
debts become due; or

     (i) Enforcement Proceedings. A final judgment or decree for the payment of
money (not paid or fully covered by insurance as to which the relevant insurance
company has acknowledged coverage) which, together with all other such judgments
or decrees against the Borrower or any Significant Subsidiary then outstanding
and unsatisfied, exceeds $25,000,000 in aggregate amount shall be rendered
against the Borrower or any Significant Subsidiary and the same shall remain
undischarged for a period of 60 days, during which the execution thereon shall
not effectively be stayed, released, bonded or vacated; or

     (j) ERISA Events. The Borrower or any Significant Subsidiary shall incur
any liability arising out of (A) any "prohibited transaction" (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) the
occurrence of any "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) by a Plan, whether or not
waived, or any Lien in favor of the PBGC or a Plan on the assets of the Borrower
or any Commonly Controlled Entity, (C) the occurrence of a Reportable Event with
respect to, or the commencement of proceedings under Section 4042 of ERISA to
have a trustee appointed, or the appointment of a trustee under Section 4042 of
ERISA, to administer or to terminate any Single Employer Plan, which Reportable
Event, commencement of proceedings or appointment of a trustee which would
reasonably be expected to result in the termination of such Plan for purposes of
Title IV of ERISA, (D) the termination of any Single Employer Plan for purposes
of Title IV of ERISA, (E) withdrawal from, or the Insolvency or Reorganization
of, a Multiemployer Plan or (F) the occurrence of any other event or condition
with respect to a Plan, and any of such items (A) through (F) above results in
or would reasonably be expected to result in a material liability or deficiency
of the Borrower or any Significant Subsidiary; provided, however, that for
purposes of this Section 8.1(j), any liability or deficiency of the Borrower or
any Significant Subsidiary shall be deemed not to be material so long as the sum
of all liabilities or deficiencies referred to in this Section 8.1(j) at any one
time outstanding, individually and in the aggregate, is less than $25,000,000;
or

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

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

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

          (i) the Commitments shall immediately be cancelled; and


                                       55
<PAGE>
          (ii) all Loans made hereunder, all amounts of L/C Obligations (whether
     or not the beneficiaries of the then outstanding Letters of Credit shall
     have presented the documents required for draws thereunder), all unpaid
     accrued interest or fees and any other sum payable under this Agreement or
     any other Loan Document shall become immediately due and payable; or

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

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

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

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

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


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<PAGE>
                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

     SECTION 9.1. Appointment. Each Bank hereby irrevocably designates and
appoints JPMorgan Chase Bank, N.A. as the Administrative Agent of such Bank
under this Agreement and the other Loan Documents, and each such Bank
irrevocably authorizes JPMorgan Chase Bank, N.A., as the Administrative Agent
for such Bank, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, (a) the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent and (b) the other Agents and the Lead Arrangers shall not
have any duties or responsibilities hereunder, or any fiduciary relationship
with any Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the other Agents or the Lead Arrangers.

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

     SECTION 9.3. Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent or any other Agent under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any Note or any other Loan Document or for any failure of the
Borrower to perform its obligations hereunder or thereunder. The Agents shall
not be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower.

     SECTION 9.4. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate, affidavit, letter,
facsimile, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,


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<PAGE>
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note or any loan
account in the Register as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Banks (or, if so specified by this Agreement, all Banks) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Banks
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Majority Banks (or, if so specified by this Agreement, all Banks), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Banks and all future holders of the amounts owing hereunder.

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

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


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<PAGE>
of the Borrower that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, Administrative Agent,
attorneys-in-fact or Affiliates.

     SECTION 9.7. Indemnification. The Banks agree to indemnify the Agents and
the Lead Arrangers in their respective capacities as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), ratably according to their respective applicable Revolving
Percentages in effect on the date on which indemnification is sought under this
Section 9.7, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (including, without limitation, at
any time following the payment of all amounts owing hereunder and the
termination of the Commitments) be imposed on, incurred by or asserted against
the Agents or the Lead Arrangers, as the case may be, in any way relating to or
arising out of this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agents or
the Lead Arrangers, as the case may be, under or in connection with any of the
foregoing; provided that no Bank shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agents' or
the Lead Arrangers', as the case may be, gross negligence or willful misconduct.
The agreements in this Section 9.7 shall survive the payment of all amounts
payable hereunder.

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

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


                                       59
<PAGE>
Administrative Agent's resignation or removal as Administrative Agent, the
provisions of this Article X shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.

     Notwithstanding anything to the contrary contained herein, no Bank
identified as an "Agent", "Arranger" or "Global Coordinator" other than the
Administrative Agent, shall have the right, power, obligation, liability,
responsibility or duty under this Agreement or any Loan Document other than
those applicable to all Banks as such. Without limiting the foregoing, none of
the Banks so identified shall have or be deemed to have any fiduciary
relationship with any Bank. Each Bank acknowledges that it has not relied, and
will not rely, on any of the Banks so identified in deciding to enter into this
Agreement or not taking action hereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

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

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

          (ii) amend, modify or waive any provision of this Section or of
     Section 4.2 in a manner that would alter the pro rata sharing of payments
     required thereby, or reduce the percentage specified in the definition of
     Majority Banks, or consent to the assignment or transfer by the Borrower of
     any of its respective rights and obligations under this Agreement and the
     other Loan Documents, in each case without the written consent of all the
     Banks;

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


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<PAGE>
          (iv) amend, modify or waive any provision of Section 2.4 in a manner
     that adversely affects any Issuing Bank without the written consent of the
     then Issuing Bank or Issuing Banks.

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

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

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

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

          The             JPMorgan Chase Bank, N.A. Loan and Agency Services
                          Group
          Administrative  1111 Fannin Street
          Agent:          Houston, Texas 77002
          Attention:      Jaime Garcia
          Telecopy:       (713) 427-6307

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


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

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

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

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


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<PAGE>
whatsoever (including without limitation, all fees and expenses of counsel to
any indemnified person) with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, any Notes or the other Loan
Documents, the transactions contemplated by this Agreement, any Notes or the
other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all
the foregoing in this clause (f), collectively, the "Indemnified Liabilities");
provided that the Borrower shall have no obligation hereunder to an Indemnified
Person with respect to Indemnified Liabilities arising from the gross negligence
or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT
IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST
THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5
shall survive repayment of the Loans and all other amounts payable hereunder.

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

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

     (c) Except as set forth below, the Banks shall be permitted to assign all
or a portion of their Loans and Commitments to one or more financial
institutions ("Purchasing Banks") with the consent, not to be unreasonably
withheld, of (a) the Borrower, unless (i) the Purchasing Bank


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<PAGE>
is a Bank or a Bank Affiliate or (ii) an Event of Default has occurred and is
continuing, (b) the Administrative Agent, unless the assignment is from a Bank
to its Bank Affiliate and (c) each Issuing Bank, unless the assignment is from a
Bank to its Bank Affiliate pursuant to an Assignment and Acceptance,
substantially in the form of Exhibit C (an "Assignment and Acceptance"),
executed by such Purchasing Bank and such transferor Bank (and by the Borrower,
the Administrative Agent and each Issuing Bank, as applicable) and delivered to
the Administrative Agent for its acceptance and recording in the Register;
provided that (i) such Purchasing Bank is a "qualified purchaser" as defined
under the Investment Company Act of 1940, (ii) each such sale shall be of a
uniform, and not a varying, percentage of all rights and obligations under and
in respect of the Commitment of such Bank, (iii) each such sale shall be in an
aggregate amount of not less than $5,000,000 (or such lesser amount representing
the entire Commitment of such transferor Bank) if such sale is not to an
existing Bank and (iv) after giving effect to such sale, the transferor Bank
shall (to the extent that it continues to have any Commitment hereunder) have a
Commitment of not less than $5,000,000, provided that such amounts shall be
aggregated in respect of each Bank and its Bank Affiliates, if any. Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance (the "Transfer Effective
Date"), (i) the Purchasing Bank thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Bank hereunder with the Commitments as set forth therein and
(ii) the transferor Bank thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of a transferor Bank's rights and obligations under this Agreement, such
transferor Bank shall cease to be a party hereto). Such Assignment and
Acceptance shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Bank and the
resulting adjustment of Revolving Percentages arising from the purchase by such
Purchasing Bank of all or a portion of the rights and obligations of such
transferor Bank under this Agreement. On or prior to the Transfer Effective Date
determined pursuant to such Assignment and Acceptance, (i) appropriate entries
shall be made in the accounts of the transferor Bank and the Register evidencing
such assignment and releasing the Borrower from any and all obligations to the
transferor Bank in respect of the assigned Loan or Loans and (ii) appropriate
entries evidencing the assigned Loan or Loans shall be made in the accounts of
the Purchasing Bank and the Register as required by Section 3.1 hereof. In the
event that any Notes have been issued in respect of the assigned Loan or Loans,
such Notes shall be marked "cancelled" and surrendered by the transferor Bank to
the Administrative Agent for return to the Borrower.

     (d) The Administrative Agent shall maintain at its address referred to in
Section 10.2 a copy of each Assignment and Acceptance delivered to it and a
register (the "Register") for the recordation of the names and addresses of the
Banks and the Commitments of, and principal amount of the Loans owing to, each
Bank from time to time. To the extent permitted by applicable law, the entries
in the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent and the Banks may (and, in the case of any
Loan or other obligations hereunder not evidenced by a Note, shall) treat, each
Person whose name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement and
the other Loan Documents, notwithstanding any notice to the contrary. Any
assignment of any Loan or other obligation hereunder not evidenced by a Note
shall be effective only upon appropriate entries with respect thereto being made
in the


                                       64
<PAGE>
Register. The Register shall be available for inspection by the Borrower or any
Bank at any reasonable time and from time to time upon reasonable prior notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by a
transferor Bank and Purchasing Bank (and, in the case of a Purchasing Bank that
is not then a Bank Affiliate, by the Borrower and the Administrative Agent)
together with payment to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall promptly accept such
Assignment and Acceptance on the Transfer Effective Date determined pursuant
thereto, record the information contained therein in the Register and give
notice of such acceptance and recordation to the Banks and the Borrower.

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

     (g) If, pursuant to this Section 10.6, any interest in this Agreement or
any Loan or L/C Obligation is transferred to any Transferee that is organized
under the laws of any jurisdiction other than the United States or any state
thereof, the transferor Bank shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to deliver to the transferor Bank (and, in
the case of any Purchasing Bank registered in the Register, the Administrative


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<PAGE>
Agent and the Borrower) either U.S. Internal Revenue Service Form W-8BEN or U.S.
Internal Revenue Service Form W-8ECI, or successor applicable forms (wherein
such Transferee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder) and (ii) to agree (for the
benefit of the transferor Bank, the Administrative Agent and the Borrower) to
deliver to the transferor Bank (and, in the case of any Purchasing Bank
registered in the Register, the Administrative Agent and Borrower) a new Form
duly executed and completed W-8BEN or W-8ECI, or successor applicable forms or
other manner of certification, as the case may be, upon the expiration or
obsolescence of any previously delivered form in accordance with applicable U.S.
laws and regulations and amendments, unless in any such case any change in
treaty, law or regulation has occurred prior to the date on which any such
delivery would otherwise be required that renders all such forms inapplicable or
that would prevent such Transferee from duly completing and delivering any such
form with respect to it and such Transferee so advises the transferor Bank (and,
in the case of any Purchasing Bank registered in the Register, the
Administrative Agent and the Borrower).

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

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

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

     SECTION 10.9. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such


                                       66
<PAGE>
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

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

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

     (b) Notwithstanding anything in Section 10.11(a) to the contrary, nothing
in this Agreement or in any Note or any other Loan Documents shall be deemed to
constitute a waiver of any rights which any Bank may have under applicable
federal law relating to the amount of interest which any Bank may contract for,
take, receive or charge in respect of any Loans, including any right to take,
receive, reserve and charge interest at the rate allowed by the laws of the
state where such Bank is located. To the extent that Texas law is applicable to
the determination of the Highest Lawful Rate, the Banks and the Borrower agree
that (i) if Chapter 303 of the Texas Finance Code, as amended, is applicable to
such determination, the weekly rate ceiling (formerly known as the indicated
(weekly) rate ceiling in Article 1.04, Subtitle 1, Title 79, of the Revised
Civil Statutes of Texas, as amended) as computed from time to time shall apply,
provided that, to the extent permitted by such Article, the Administrative Agent
may from time to time by notice to the Borrower revise the election of such
interest rate ceiling as such ceiling affects the then current or future
balances of the Loans; and (ii) the provisions of Chapter 346 of the Texas
Finance Code, as amended (formerly found in Chapter 15 of Subtitle 3, Title 79,
of the Revised Civil Statutes of Texas, 1925, as amended) shall not apply to
this Agreement or any Note issued hereunder.

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

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

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


                                       67
<PAGE>
     (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid to the Borrower at its
address set forth in Section 10.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

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

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

     SECTION 10.13. Acknowledgments. The Borrower hereby acknowledges that:

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

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

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

     SECTION 10.14. Limitation on Agreements. All agreements between the
Borrower, the Administrative Agent or any Bank, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of demand being
made in respect of an amount due under any Loan Document or otherwise, shall the
amount paid, or agreed to be paid, to the Administrative Agent or any Bank for
the use, forbearance, or detention of the money to be loaned under this
Agreement, any Notes or any other Loan Document or otherwise or for the payment
or performance of any covenant or obligation contained herein or in any other
Loan Document exceed the Highest Lawful Rate. If, as a result of any
circumstances whatsoever, fulfillment of any provision hereof or of any of such
documents, at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by applicable usury law, then,
ipso facto, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if, from any such circumstance, the Administrative Agent or any
Bank shall ever receive interest or anything that might be deemed interest under
applicable law that would exceed the Highest Lawful Rate, such amount that would
be excessive interest shall be applied to the reduction of the principal amount
owing on account of such Bank's Loans or the amounts owing on other obligations
of the Borrower to the Administrative Agent or any Bank under any Loan Document
and not to the payment of interest, or if such excessive interest exceeds the
unpaid principal balance of such Bank's Loans and the amounts owing on other
obligations of the Borrower to the Administrative Agent or any Bank under any
Loan Document, as the case may be, such excess shall be refunded to the
Borrower. All sums paid or agreed to be paid to the Administrative Agent or any
Bank for the use, forbearance or detention of the indebtedness of the Borrower
to the Administrative


                                       68
<PAGE>
Agent or any Bank shall, to the fullest extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full of the principal (including the period of any
renewal or extension thereof) so that the interest on account of such
indebtedness shall not exceed the Highest Lawful Rate. Notwithstanding anything
to the contrary contained in any Loan Document, it is understood and agreed that
if at any time the rate of interest that accrues on the outstanding principal
balance of any Loan shall exceed the Highest Lawful Rate, the rate of interest
that accrues on the outstanding principal balance of any Loan shall be limited
to the Highest Lawful Rate, but any subsequent reductions in the rate of
interest that accrues on the outstanding principal balance of any Loan shall not
reduce the rate of interest that accrues on the outstanding principal balance of
any Loan below the Highest Lawful Rate until the total amount of interest
accrued on the outstanding principal balance of any Loan equals the amount of
interest that would have accrued if such interest rate had at all times been in
effect. The terms and provisions of this Section 10.14 shall control and
supersede every other provision of all Loan Documents.

     SECTION 10.15. Removal of Bank. Notwithstanding anything herein to the
contrary, the Borrower may, at any time in its sole discretion, remove any Bank
upon 15 Business Days' written notice to such Bank and the Administrative Agent
(the contents of which notice shall be promptly communicated by the
Administrative Agent to each other Bank), such removal to be effective at the
expiration of such 15-day notice period; provided, however, that no Bank may be
removed hereunder at a time when an Event of Default shall have occurred and be
continuing. Each notice by the Borrower under this Section 10.15 shall
constitute a representation by the Borrower that the removal described in such
notice is permitted under this Section 10.15. Concurrently with such removal,
the Borrower shall pay to such removed Bank all amounts owing to such Bank
hereunder and under any other Loan Document in immediately available funds. Upon
full and final payment hereunder of all amounts owing to such removed Bank, such
Bank shall make appropriate entries in its accounts evidencing payment of all
Loans hereunder and releasing the Borrower from all obligations owing to the
removed Bank in respect of the Loans hereunder and surrender to the
Administrative Agent for return to the Borrower any Notes of Borrower then held
by it. Effective immediately upon such full and final payment, such removed Bank
will not be considered to be a "Bank" for purposes of this Agreement except for
the purposes of any provision hereof that by its terms survives the termination
of this Agreement and the payment of the amounts payable hereunder. Effective
immediately upon such removal, the Commitments of such removed Bank shall
immediately terminate and such Bank's participation share in any outstanding
Letters of Credit shall immediately terminate and such participation share shall
be divided among the remaining Banks according to their Revolving Percentages.
Such removal will not, however, affect the Commitments of any other Bank
hereunder.

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


                                       69
<PAGE>
     SECTION 10.17. USA Patriot Act. Each Bank and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Patriot Act"), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Bank or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Patriot Act. The Borrower shall,
and shall cause each of its Subsidiaries to, provide, to the extent commercially
reasonable, such information and take such actions as are reasonably requested
by each Bank and the Administrative Agent to maintain compliance with the
Patriot Act.


                                       70
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC


                                        By: /s/ Mark Kilbride
                                            ------------------------------------
                                            Name: Mark Kilbride
                                            Title: Vice President & Treasurer


                                        JPMORGAN CHASE BANK, N.A.,
                                        as Administrative Agent and as a Bank


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


                                        BARCLAYS BANK PLC,
                                        as Syndication Agent and as a Bank


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


                                       71
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

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


                                        By: /s/ Daryl Patterson
                                            ------------------------------------
                                            Name: Daryl Patterson
                                            Title: Senior Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        CITIBANK, N.A., as Co-Documentation
                                        Agent


                                        By: /s/ Judith Green
                                            ------------------------------------
                                            Name: Judith Green
                                            Title: Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        UBS SECURITIES LLC, as
                                        Co-Documentation Agent


                                        By: /s/ John C. Crockett
                                            ------------------------------------
                                            Name: John C. Crockett
                                            Title Director


                                        By: /s/ Amanda J. Montgomery
                                            ------------------------------------
                                            Name: Amanda J. Montgomery
                                            Title Managing Director
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        CITIBANK, N.A.


                                        By: /s/ Judith Green
                                            ------------------------------------
                                            Name: Judith Green
                                            Title: Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        CREDIT SUISSSE FIRST BOSTON,
                                        acting through its Cayman Islands Branch


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


                                        By: /s/ David Dodd
                                            ------------------------------------
                                            Name: David Dodd
                                            Title: Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        Southwest Bank of Texas


                                        By: /s/ Laif Afseth
                                            ------------------------------------
                                            Name: Laif Afseth
                                            Title: Senior Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        LEHMAN COMMERCIAL PAPER INC.


                                        By: /s/ Janine M. Shugan
                                            ------------------------------------
                                            Name: Janine M. Shugan
                                            Title: Authorized Signatory
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        Wells Fargo Bank, N.A.


                                        By: /s/ Michael B. Sullivan
                                            ------------------------------------
                                            Name: Michael B. Sullivan
                                            Title: Senior Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        Wachovia Bank N.A.


                                        By: /s/ Rotcher Watkins
                                            ------------------------------------
                                            Name: Rotcher Watkins
                                            Title: Managing Director
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Keven D. Smith
                                            ------------------------------------
                                            Name: Keven D. Smith
                                            Title: Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        The Bank of Tokyo-Mitsubishi, Ltd.
                                        Houston Agency, Dallas CBO


                                        By: /s/ Douglas M. Barnell
                                            ------------------------------------
                                            Name: Douglas M. Barnell
                                            Title: V.P. & Manager
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        BANK OF AMERICA, N.A.


                                        By: /s/ Daryl Patterson
                                            ------------------------------------
                                            Name: Daryl Patterson
                                            Title: Senior Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        ROYAL BANK OF CANADA


                                        By: /s/ Linda M. Stephens
                                            ------------------------------------
                                            Name: Linda M. Stephens
                                            Title: Authorized Signatory
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        SUNTRUST BANK


                                        By: /s/ Kelley Brunson
                                            ------------------------------------
                                            Name: Kelly Brunson
                                            Title: Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        Deutsche Bank AG New York Branch


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


                                        By: /s/ Joel Makowsky
                                            ------------------------------------
                                            Name: Joel Makowsky
                                            Title: Director
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        Commerzbank, AG
                                        New York and Grand Cayman Branches


                                        By: /s/ Andrew Campbell
                                            ------------------------------------
                                            Name: Andrew Campbell
                                            Title: Senior Vice President


                                        By: /s/ Andrew Kjoller
                                            ------------------------------------
                                            Name: Andrew Kjoller
                                            Title: Vice President
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        MERRILL LYNCH BANK USA


                                        By: /s/ Louis Alder
                                            ------------------------------------
                                            Name: Louis Alder
                                            Title: Director
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        The Bank of Nova Scotia


                                        By: /s/ Thane Rattew
                                            ------------------------------------
                                            Name: Thane Rattew
                                            Title: Managing Director
<PAGE>
                                                                  Signature Page
                                                           CEHE Credit Agreement

                                        THE ROYAL BANK OF SCOTLAND plc


                                        By: /s/ Grant Matthews
                                            ------------------------------------
                                            Name: Grant Matthews
                                            Title: Senior Vice President