Centerpoint Energy Resources Corp Sample Contracts

Centerpoint Energy Resources Corp – March 1, 2019 (May 9th, 2019)

This Separation Agreement and Release is made and entered into by and between yourself and CenterPoint Energy Service Company, LLC including its associated companies and parent company and their partners, partnerships, officers, directors, managers, employees, shareholders, agents, attorneys, representatives, and assigns (hereafter referred to collectively as the “Company”). Both the Company and you are entering into this Agreement as a way of amicably concluding the employment relationship following your last day of employment with the Company on March 8, 2019 (“Separation Date”) and resolving any dispute or potential dispute or claim that you have or might have with the Company. This Agreement is not and should not be construed as an allegation or admission on the part of the Company that it has acted unlawfully or violated any state or federal law or regulation. The Company, its officers, directors, employees, shareholders, managers, agents, attorneys, representatives and assigns sp

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC OFFICER’S CERTIFICATE January 15, 2019 (February 28th, 2019)

I, the undersigned officer of CenterPoint Energy Houston Electric, LLC, a Texas limited liability company (the “Company”), do hereby certify that I am an Authorized Officer of the Company as such term is defined in the Indenture (as defined herein). I am delivering this certificate pursuant to the authority granted in the Resolutions adopted by written consent of the sole Manager of the Company dated January 4, 2019, and Sections 105, 201, 301, 401(1), 401(5), 403(2)(B) and 1403 of the General Mortgage Indenture, dated as of October 10, 2002, as heretofore supplemented to the date hereof (as heretofore supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association (successor in trust to JPMorgan Chase Bank), as Trustee (the “Trustee”). Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture, unless the context clearly requires otherwise. Based upon the foregoing, I hereby ce

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY, INC. SHORT TERM INCENTIVE PLAN (February 28th, 2019)

Effective for Plan Years beginning on or after January 1, 2019, the Board of Directors of CenterPoint Energy, Inc. (the “Company”) has adopted the CenterPoint Energy, Inc. Short Term Incentive Plan (As Amended and Restated Effective January 1, 2019) (the "Plan") on the terms and conditions hereinafter stated. The Plan, as set forth herein, amends and restates, in its entirety the CenterPoint Energy, Inc. Short Term Incentive Plan (As Amended and Restated Effective January 1, 2003) (the “Prior Plan”).

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY, INC. To THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)) Trustee SUPPLEMENTAL INDENTURE NO. 10 Dated as of October 5, 2018 $500,000,000 3.60% Senior Notes due 2021 $500,000,000 3.85% Senior Notes due 2024 $500,000,000 4.25% Senior Notes due 2028 (November 8th, 2018)

SUPPLEMENTAL INDENTURE No. 10, dated as of October 5, 2018, between CENTERPOINT ENERGY, INC., a Texas corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as Trustee (the “Trustee”).

Centerpoint Energy Resources Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (September 4th, 2018)

The Unaudited Pro Forma Condensed Consolidated Financial Statements (pro forma financial statements) have been derived from the historical consolidated financial statements of CenterPoint Energy Resources Corp. (CERC). The following pro forma financial statements should be read in conjunction with:

Centerpoint Energy Resources Corp – Trustee SUPPLEMENTAL INDENTURE NO. 17 Dated as of March 28, 2018 $300,000,000 3.55% Senior Notes due 2023 $300,000,000 4.00% Senior Notes due 2028 (May 4th, 2018)

SUPPLEMENTAL INDENTURE No. 17, dated as of March 28, 2018, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (the “Trustee”).

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. 3.55% Senior Notes due 2023 4.00% Senior Notes due 2028 Underwriting Agreement March 26, 2018 (March 27th, 2018)
Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. (formerly known as NorAm Energy Corp.) To THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)) Trustee SUPPLEMENTAL INDENTURE NO. 17 Dated as of March 28, 2018 $300,000,000 3.55% Senior Notes due 2023 $300,000,000 4.00% Senior Notes due 2028 (March 27th, 2018)

SUPPLEMENTAL INDENTURE No. 17, dated as of March 28, 2018, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (the “Trustee”).

Centerpoint Energy Resources Corp – FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENABLE MIDSTREAM PARTNERS, LP (November 15th, 2017)

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENABLE MIDSTREAM PARTNERS, LP, dated as of November 14, 2017, is entered into by and among ENABLE GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Centerpoint Energy Resources Corp – Trustee SUPPLEMENTAL INDENTURE NO. 16 Dated as of August 23, 2017 4.10% Senior Notes due 2047 (November 3rd, 2017)

SUPPLEMENTAL INDENTURE No. 16, dated as of August 23, 2017, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (the “Trustee”).

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. (formerly known as NorAm Energy Corp.) To THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)) Trustee SUPPLEMENTAL INDENTURE NO. 16 Dated as of August 23, 2017 4.10% Senior Notes due 2047 (August 22nd, 2017)

SUPPLEMENTAL INDENTURE No. 16, dated as of August 23, 2017, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (the “Trustee”).

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. 4.10% Senior Notes due 2047 Underwriting Agreement August 21, 2017 (August 22nd, 2017)
Centerpoint Energy Resources Corp – CenterPoint Energy signs agreement with subsidiary of Atmos Energy Corporation to acquire retail energy services business (October 31st, 2016)

Houston - Oct. 31, 2016 - CenterPoint Energy Services, Inc. (CES), an indirect, wholly-owned subsidiary of CenterPoint Energy, Inc. (NYSE:CNP), announced that it had signed an agreement under which CES will acquire Atmos Energy’s retail energy services business, Atmos Energy Marketing, LLC (AEM). The purchase price for the acquisition is $40 million plus working capital subject to customary post-closing purchase price adjustments. These assets will be combined with CenterPoint Energy’s non-regulated Energy Services business, which when finalized, will operate in six additional states for a total of 32 states, and deliver in excess of one trillion cubic feet of natural gas to approximately 100,000 customers (33,000 metered commercial and industrial customers and 65,000 individual Choice retail customers).

Centerpoint Energy Resources Corp – FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENABLE MIDSTREAM PARTNERS, LP (June 24th, 2016)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENABLE MIDSTREAM PARTNERS, LP, dated as of June 22, 2016, is entered into by and among ENABLE GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Centerpoint Energy Resources Corp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENABLE GP, LLC A Delaware Limited Liability Company Dated as of June 22, 2016 (June 24th, 2016)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Enable GP, LLC (the “Company”), dated as of June 22, 2016, is adopted, executed and agreed to, for good and valuable consideration, by CenterPoint Energy Resources Corp., a Delaware corporation (“CERC”), and OGE Enogex Holdings LLC, a Delaware limited liability company (“OGEH”). CERC and OGEH are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

Centerpoint Energy Resources Corp – ENABLE MIDSTREAM PARTNERS, LP, AS ISSUER, ANY GUARANTORS PARTY HERETO, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE Dated as of May 27, 2014 Debt Securities (June 2nd, 2014)

This INDENTURE (the “Indenture”), dated as of May 27, 2014, among ENABLE MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Company”), located at One Leadership Square, 211 North Robinson Avenue, Suite 950, Oklahoma City, Oklahoma 73102, any Guarantors (as defined herein) party hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”), located at 5555 San Felipe Street, Suite 1150, Houston, Texas 77056.

Centerpoint Energy Resources Corp – REGISTRATION RIGHTS AGREEMENT by and among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., and RBS Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC Dated May 27, 2014 (June 2nd, 2014)

This Registration Rights Agreement (this “Agreement”) is made and entered into May 27, 2014, by and among Enable Midstream Partners, LP, a Delaware limited partnership (the “Issuer”), CenterPoint Energy Resources Corp., a Delaware corporation (the “Guarantor”), and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 2.400% Senior Notes due 2019 (the “2019 Notes”), 3.900% Senior Notes due 2024 (the “2024 Notes”), and 5.000% Senior Notes due 2044 (the “2044 Notes” and, together with the 2019 Notes and the 2024 Notes, the “Initial Notes”). The 2019 Notes and the 2024 Notes will be guaranteed as to collection of the Issuer’s obligations under the 2019 Notes and the 2024 Notes on an unsecur

Centerpoint Energy Resources Corp – ENABLE MIDSTREAM PARTNERS, LP, AS ISSUER, CENTERPOINT ENERGY RESOURCES CORP., AS GUARANTOR AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE First Supplemental Indenture Dated as of May 27, 2014 to Indenture Dated as of May 27, 2014 2.400% Senior Notes due 2019 3.900% Senior Notes due 2024 5.000% Senior Notes due 2044 (June 2nd, 2014)

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is made as of May 27, 2014, by and among ENABLE MIDSTREAM PARTNERS, LP, a Delaware limited partnership, having its principal office at One Leadership Square, 211 North Robinson Avenue, Suite 950, Oklahoma City, Oklahoma 73102 (the “Company”), CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein called the “Trustee”).

Centerpoint Energy Resources Corp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENABLE MIDSTREAM PARTNERS, LP (April 22nd, 2014)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENABLE MIDSTREAM PARTNERS, LP, dated as of April 16, 2014, is entered into by and among ENABLE GP, LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Centerpoint Energy Resources Corp – FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENABLE GP, LLC (a Delaware Limited Liability Company) (April 22nd, 2014)

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENABLE GP, LLC (this “Amendment”) is made and entered into as of April 16, 2014, by CenterPoint Energy Resources Corp., a Delaware corporation (“CERC”), and OGE Enogex Holdings LLC, a Delaware limited liability company (together with CERC, the “Management Members” or “Parties”).

Centerpoint Energy Resources Corp – FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTERPOINT ENERGY FIELD SERVICES LP (November 12th, 2013)

THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTERPOINT ENERGY FIELD SERVICES LP (this “Amendment”) is made and entered into as of July 30, 2013, by Enable GP, LLC, its general partner (the “GP”).

Centerpoint Energy Resources Corp – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENABLE GP, LLC A Delaware Limited Liability Company Dated as of July 30, 2013 (November 12th, 2013)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Enable GP, LLC (the “Company”), dated as of July 30, 2013, is adopted, executed and agreed to, for good and valuable consideration, by CenterPoint Energy Resources Corp., a Delaware corporation (“CERC”), and OGE Enogex Holdings LLC, a Delaware limited liability company (“OGEH”). CERC and OGEH are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

Centerpoint Energy Resources Corp – ENOGEX LLC 2012 FINANCIAL REPORT (July 17th, 2013)

Except for the historical statements contained herein, the matters discussed in this Report are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “objective”, “plan”, “possible”, “potential”, “project” and similar expressions. Actual results may vary materially from those expressed in forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

Centerpoint Energy Resources Corp – OMNIBUS AGREEMENT among CENTERPOINT ENERGY, INC., OGE ENERGY CORP., ENOGEX HOLDINGS LLC AND CENTERPOINT ENERGY FIELD SERVICES LP (May 7th, 2013)

THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, May 1, 2013, and is by and among CenterPoint Energy, Inc, a Texas corporation (“CNP”), OGE Energy Corp., an Oklahoma corporation (“OGE”), Enogex Holdings LLC, a Delaware limited liability company (“Bronco”), and CenterPoint Energy Field Services LP, a Delaware limited partnership (“Opco”). The above-named entities are sometimes referred to in this Agreement individually as a “Party”, and collectively as the “Parties.”

Centerpoint Energy Resources Corp – FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTERPOINT ENERGY FIELD SERVICES LP (May 7th, 2013)

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTERPOINT ENERGY FIELD SERVICES LP, dated as of May 1, 2013, is entered into by and among CNP OGE GP LLC, a Delaware limited liability company, as the General Partner, CenterPoint Energy Resources Corp., a Delaware corporation (“CERC”), OGE Enogex Holdings LLC, a Delaware limited liability company (“OGEH”), and Enogex Holdings LLC, a Delaware limited liability company (“Bronco”), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Centerpoint Energy Resources Corp – SUBORDINATED GUARANTY OF COLLECTION (May 7th, 2013)

This SUBORDINATED GUARANTY OF COLLECTION (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of May 1, 2013, is made by CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation (the “Guarantor”), in favor of Citibank, N.A., as Agent (as defined in the Term Loan Agreement described below), for the ratable benefit of itself and the Lenders described below (the Agent and the Lenders, collectively, the “Guaranteed Parties”).

Centerpoint Energy Resources Corp – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CNP OGE GP LLC A Delaware Limited Liability Company Dated as of May 1, 2013 (May 7th, 2013)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CNP OGE GP LLC (the “Company”), dated as of May 1, 2013, is adopted, executed and agreed to, for good and valuable consideration, by CenterPoint Energy Resources Corp., a Delaware corporation (“CERC”), and OGE Enogex Holdings LLC, a Delaware limited liability company (“OGEH”). CERC and OGEH are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

Centerpoint Energy Resources Corp – REVOLVING CREDIT AGREEMENT DATED AS OF MAY 1, 2013 BY AND AMONG CENTERPOINT ENERGY FIELD SERVICES LP, THE LENDERS AND CITIBANK, N.A. AS ADMINISTRATIVE AGENT AND UBS SECURITIES LLC AS SYNDICATION AGENT AND JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, N.A. AS CO-DOCUMENTATION AGENTS CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, J.P. MORGAN SECURITIES LLC AND WELLS FARGO SECURITIES, LLC AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS (May 7th, 2013)

This REVOLVING CREDIT AGREEMENT, dated as of May 1, 2013, is by and among CenterPoint Energy Field Services LP, a Delaware limited partnership (the “Borrower”), the lenders from time to time party hereto (the “Lenders”), the LC Issuers (as defined below) from time to time party hereto, Citibank, N.A., a national banking association, as Agent, UBS Securities LLC, as Syndication Agent, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents.

Centerpoint Energy Resources Corp – TERM LOAN AGREEMENT DATED AS OF MAY 1, 2013 BY AND AMONG CENTERPOINT ENERGY FIELD SERVICES LP, THE LENDERS AND CITIBANK, N.A. AS ADMINISTRATIVE AGENT AND UBS SECURITIES LLC AS SYNDICATION AGENT AND JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, N.A. AS CO-DOCUMENTATION AGENTS CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, J.P. MORGAN SECURITIES LLC AND WELLS FARGO SECURITIES, LLC AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS (May 7th, 2013)

This TERM LOAN AGREEMENT, dated as of May 1, 2013, is by and among CenterPoint Energy Field Services LP, a Delaware limited partnership (the “Borrower”), the lenders from time to time party hereto (the “Lenders”), Citibank, N.A., a national banking association, as Agent, UBS Securities LLC, as Syndication Agent, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents.

Centerpoint Energy Resources Corp – REGISTRATION RIGHTS AGREEMENT (May 7th, 2013)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2013, by and among CenterPoint Energy Field Services LP, a Delaware limited partnership (the “Partnership”), CenterPoint Energy Resources Corp., a Delaware corporation (“CERC”), OGE Enogex Holdings LLC, a Delaware limited liability company (“OGEH”), and Enogex Holdings LLC, a Delaware limited liability company (“Bronco”). CERC, OGEH and Bronco are referred to collectively herein as the “Initial Holders.” The Partnership and the Initial Holders are referred to collectively herein as the “Parties.”

Centerpoint Energy Resources Corp – REGISTRATION RIGHTS AGREEMENT (May 18th, 2011)

CenterPoint Energy Resources Corp., a Delaware corporation (the “Company”), proposes to issue (i) upon the terms set forth in the Purchase Agreement (as defined herein), its 4.50% Senior Notes due 2021 and its 5.85% Senior Notes due 2041 and (ii) upon the terms set forth in the Dealer Manager Agreement (as defined herein), additional 4.50% Senior Notes due 2021. Accordingly, as an inducement for the Initial Purchasers (as defined herein) to enter into the Purchase Agreement and for the Dealer Managers (as defined herein) to enter into the Dealer Manager Agreement, the Company agrees with the Initial Purchasers and the Dealer Managers for the benefit of Holders (as defined herein) as follows:

Centerpoint Energy Resources Corp – CenterPoint Energy Resources Corp. announces expiration of early participation period for and pricing of exchange offer for any and all of its $762 million of 7.875 percent senior notes due 2013 (January 20th, 2011)

Houston, TX — January 19, 2011 — CenterPoint Energy Resources Corp. (“CERC”), an indirect, wholly owned subsidiary of CenterPoint Energy, Inc. (NYSE: CNP), today announced the expiration of the early participation period in connection with its offer to certain eligible holders to exchange any and all of its outstanding $762 million aggregate principal amount of 7.875 percent senior notes due 2013 (CUSIP No. 15189YAB2) (“2013 notes”) for a combination of newly issued 4.50 percent senior notes due 2021 (“New Notes”) and cash, the complete terms and conditions of which are set forth in a confidential offering memorandum dated Jan. 4, 2011, and the related letter of transmittal.

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. (formerly known as NorAm Energy Corp.) To THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), Trustee SUPPLEMENTAL INDENTURE NO. 15 Dated as of January 20, 2011 $342,998,000 4.50% Senior Notes due 2021 Series A and Series B (January 20th, 2011)

SUPPLEMENTAL INDENTURE No. 15, dated as of January 20, 2011, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (the “Trustee”).

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. $250,000,000 4.50% Senior Notes due 2021 $300,000,000 5.85% Senior Notes due 2041 Purchase Agreement (January 10th, 2011)

CenterPoint Energy Resources Corp., a Delaware corporation (the “Company”), confirms, subject to the terms and conditions stated herein, its agreement to issue and sell to the several Initial Purchasers named in Schedule I hereto (the “Initial Purchasers”) $250,000,000 aggregate principal amount of its 4.50% Senior Notes due 2021 (the “2021 Notes”) and $300,000,000 aggregate principal amount of its 5.85% Senior Notes due 2041 (the “2041 Notes” and together with the 2021 Notes, the “Notes”) to be issued pursuant to an Indenture dated as of February 1, 1998 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”) and a Supplemental Indenture No. 14 to the Base Indenture dated as of January 11, 2011 (the “Supplemental Indenture” and, together with the Base Indenture and any amendments or supplements thereto, the “Indenture”), between the Company and the Trustee.

Centerpoint Energy Resources Corp – CENTERPOINT ENERGY RESOURCES CORP. (formerly known as NorAm Energy Corp.) To THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), Trustee SUPPLEMENTAL INDENTURE NO. 14 Dated as of January 11, 2011 $250,000,000 4.50% Senior Notes due 2021 Series A and Series B $300,000,000 5.85% Senior Notes due 2041 Series A and Series B (January 10th, 2011)

SUPPLEMENTAL INDENTURE No. 14, dated as of January 11, 2011, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (the “Trustee”).