0000950123-11-001852 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 10th, 2011 • Centerpoint Energy Resources Corp • Electric services • New York

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:

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