Form 8-K

8-K — CENTERPOINT ENERGY INC

Accession: 0001104659-26-112565

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0001130310

SIC: 4911 (ELECTRIC SERVICES)

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2626684d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2626684d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2626684d1_ex99-1.htm)

GRAPHIC (tm2626684d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2626684d1_8k.htm · Sequence: 1

false

0001130310

true

0001042773

false

8-K

2026-10-01

false

0001130310

2026-10-01

0001130310

cnp:CenterPointEnergyResourcesCorpMember

2026-10-01

0001130310

us-gaap:CommonStockMember

2026-10-01

0001130310

cnp:Percent6625SeniorNotesdue2037Member

cnp:CenterPointEnergyResourcesCorpMember

2026-10-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 1, 2026

Registrant, State or Other Jurisdiction

of Incorporation or Organization

Commission

file number

Address of Principal Executive Offices, Zip

Code

and Telephone Number

I.R.S. Employer

Identification No.

1-31447

CenterPoint Energy, Inc.

74-0694415

(a Texas corporation)

1111

Louisiana Street

Houston

Texas

77002

(713)

207-1111

1-13265

CenterPoint Energy Resources Corp.

76-0511406

(a Delaware corporation)

1111

Louisiana Street

Houston

Texas

77002

(713)

207-1111

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

CenterPoint Energy, Inc.

Common Stock, $0.01 par value

CNP

The New York Stock Exchange

NYSE Texas

CenterPoint Energy Resources Corp.

6.625% Senior Notes due 2037

n/a

The New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2).

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK

0001042773

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-10-01

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Co-Registrant Emerging growth company

false

Item 2.01

Completion of Acquisition or Disposition of Assets.

On October 1, 2026 (the

“Closing Date”), CenterPoint Energy Resources Corp., a Delaware corporation (“Seller”) and a wholly owned, indirect

subsidiary of CenterPoint Energy, Inc. (the “Company”), completed the previously announced sale of all of the issued

and outstanding equity interests in Vectren Energy Delivery of Ohio, LLC, an Ohio limited liability company (“VEDO”), pursuant

to the Securities Purchase Agreement, dated as of October 20, 2025 (the “Purchase Agreement”), by and between Seller

and National Fuel Gas Company, a New Jersey corporation (“Buyer”), for $2.62 billion (the “Purchase Price”), subject

to adjustment as set forth in the Purchase Agreement (the “Transaction”).

The Purchase Price is comprised

of: (i) $1.42 billion in cash, which was paid by Buyer upon the closing of the Transaction (the “Closing”) and which

is subject to adjustments as set forth in the Purchase Agreement, including adjustments based on net working capital, regulatory assets

and liabilities and capital expenditures at Closing, and (ii) a $1.20 billion promissory note issued by Buyer at the Closing pursuant

to the Seller Note (as defined below).

The foregoing description

of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in

its entirety by reference to the complete text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on

Form 8-K filed by Seller and the Company with the Securities and Exchange Commission on October 21, 2025, the terms of which

are incorporated herein by reference.

Seller Note Agreement

the Closing Date, Seller, as the lender (the “Lender”), and Buyer, as the borrower (the “Borrower”), entered into

a Seller Note Agreement (the “Seller Note”), pursuant to which the Borrower issued to the Lender a promissory note in the

original principal amount of $1.20 billion (the “Loan”). The Seller Note bears interest at a rate of 6.50% per annum

and will mature on September 30, 2027.

The

Borrower is required under the Seller Note to comply with certain affirmative and negative covenants until all principal of and interest

on the Loan have been paid in full in cash and all other obligations under the Seller Note have been satisfied. These covenants include,

among others: (i) the Borrower may not permit the ratio of its consolidated indebtedness to consolidated capitalization as at the

last day of any fiscal quarter to exceed 0.65 to 1.0 (or such other ratio then in effect in the Borrower’s primary credit facility);

(ii) negative covenants related to the creation or existence of liens on the Borrower’s properties or assets and fundamental

changes and dispositions of the Borrower’s or the Borrower’s material subsidiaries’ assets; and (iii) negative

covenants relating to VEDO. Should an event of default occur, the Lender is entitled to exercise certain remedies, including acceleration

of the Loan and related obligations.

The

Seller Note permits the Borrower to, at its option, be released from its obligations under the covenants contained in the Seller Note

if the Borrower irrevocably deposits with a paying agent an amount sufficient to pay the principal and interest due on the Loan on each

applicable interest payment date and the maturity date and delivers specified officer certificates to the Lender. Following such a covenant

defeasance, the Loan remains outstanding but the covenants contained in the Seller Note, and the related events of default, cease to apply.

The foregoing summary of

the terms and conditions of the Seller Note is qualified in its entirety by reference to the full text thereof, a copy of which is attached

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On October 1, 2026,

the Company issued a press release announcing the completion of the Transaction. A copy of this press release is furnished as Exhibit 99.1

hereto and is incorporated herein by reference.

The information provided

in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and

shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

2.1*

Securities Purchase Agreement, dated as of October 20, 2025, by and between CenterPoint Energy Resources Corp. and National Fuel Gas Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2025).

10.1*

Seller Note Agreement, dated as of October 1, 2026, by and between CenterPoint Energy Resources Corp. and National Fuel Gas Company.

99.1

Press Release issued by the Company on October 1, 2026.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

*Schedules and exhibits have been omitted pursuant to Item

601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange

Commission upon request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CENTERPOINT ENERGY, INC.

Date: October 1, 2026

By:

/s/ Russell K. Wright

Russell K. Wright

Vice President and Chief Accounting Officer

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CENTERPOINT ENERGY RESOURCES CORP.

Date: October 1, 2026

By:

/s/ Russell K. Wright

Russell K. Wright

Vice President and Chief Accounting Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2626684d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

SELLER NOTE AGREEMENT

dated as of

October 1, 2026,

by and between

NATIONAL FUEL GAS

COMPANY,

as the Borrower,

and

CENTERPOINT ENERGY RESOURCES CORP.,

as Lender

Table of Contents

Page

Article

I Definitions

Section

1.01.

Defined Terms

Section

1.02.

[Reserved]

Section

1.03.

Terms Generally

Section

1.04.

Accounting Terms; GAAP

Section

1.05.

[Reserved]

Section

1.06.

[Reserved]

Section

1.07.

Divisions

Article

II The Credits

Section

2.01.

The Loan

Section

2.02.

[Reserved]

Section

2.03.

[Reserved]

Section

2.04.

[Reserved]

Section

2.05.

[Reserved]

Section

2.06.

[Reserved]

Section

2.07.

[Reserved]

Section

2.08.

[Reserved]

Section

2.09.

[Reserved]

Section

2.10.

Repayment of Loan; Evidence of Debt

Section

2.11.

Prepayment of Loan

Section

2.12.

[Reserved]

Section

2.13.

Interest

Section

2.14.

[Reserved]

Section

2.15.

[Reserved]

Section

2.16.

[Reserved]

Section

2.17.

Taxes

Section

2.18.

Payments Generally; Allocation of Proceeds

Section

2.19.

[Reserved]

Section

2.20.

Subsidiary Co-Borrowers

Section

2.21.

Defeasance

Article

III Representations and Warranties

Section

3.01.

Corporate Existence

Section

3.02.

Financial Condition

Section

3.03.

Litigation

Section

3.04.

No Breach

Section

3.05.

Action

Section

3.06.

Approvals

Section

3.07.

Use of Credit

Section

3.08.

ERISA

Section

3.09.

Taxes

Section

3.10.

Investment Company Act

Section

3.11.

Environmental Matters

Section

3.12.

[Reserved]

Table of Contents (continued)

Page

Section

3.13.

True and Complete Disclosure

Section

3.14.

Anti-Corruption Laws and Sanctions

Section

3.15.

[Reserved]

Section

3.16.

Plan Assets; Prohibited Transactions

Article

IV Conditions

Section

4.01.

Effective Date

Article

V Covenants of the Borrower

Section

5.01.

Financial Statements, Etc.

Section

5.02.

Existence, Etc.

Section

5.03.

Insurance

Section

5.04.

Prohibition of Fundamental Changes

Section

5.05.

Limitation on Liens

Section

5.06.

Use of Proceeds

Section

5.07.

Financial Condition

Section

5.08.

Compliance with Laws

Section

5.09.

Covenants with Respect to VEDO

Article

VI Events of Default

Section

6.01.

Events of Default

Section

6.02.

Application of Payments

Article

VII [Reserved]

Article

VIII Miscellaneous

Section

8.01.

Notices

Section

8.02.

Waivers; Amendments

Section

8.03.

Expenses; Indemnity; Damage Waiver

Section

8.04.

Successors and Assigns

Section

8.05.

Survival

Section

8.06.

Counterparts: Integration; Effectiveness; Electronic

Signatures

Section

8.07.

Severability

Section

8.08.

[Reserved]

Section

8.09.

Governing Law; Jurisdiction; Consent to Service of

Process

Section

8.10.

WAIVER OF JURY TRIAL

Section

8.11.

Headings

Section

8.12.

Confidentiality

Section

8.13.

Interest Rate Limitation

Section

8.14.

USA PATRIOT Act

Section

8.15.

No Fiduciary Duty

EXHIBITS:

Exhibit A – Form of

Promissory Note

Exhibit B – Form of

Compliance Certificate

iii

SELLER NOTE AGREEMENT

SELLER NOTE AGREEMENT (as

from time to time amended, restated, supplemented or otherwise modified, this “Agreement”), dated as of October 1,

2026, by and between NATIONAL FUEL GAS COMPANY, a New Jersey corporation (in such capacity, the “Borrower”) and CenterPoint

Energy Resources Corp., a Delaware corporation, as the lender (in such capacity, the “Lender”).

Pursuant to the Purchase

Agreement (as defined below) and subject to the terms and conditions thereof, the Lender (in its capacity as the Seller under the Purchase

Agreement) has agreed to sell the LLC Interests (as defined in the Purchase Agreement), constituting all of the issued and outstanding

Equity Interests in VEDO (as defined below), to the Borrower (acting in its capacity as the Buyer under the Purchase Agreement);

Pursuant to the Purchase

Agreement and subject to the terms and conditions thereof, (i) the Purchase Price (as defined in the Purchase Agreement) to be paid

by the Buyer to the Seller for the LLC Interests (as defined in the Purchase Agreement) is to be comprised of the Cash Purchase Price

(as defined in the Purchase Agreement) and the Seller Note Amount (as defined in the Purchase Agreement), (ii) that portion of the

Purchase Price constituting the Estimated Cash Purchase Price (as defined in the Purchase Agreement) is to be paid in cash by the Buyer

to the Seller upon the Closing (as defined in the Purchase Agreement) and (iii) that portion of the Purchase Price constituting

the Seller Note Amount is to be paid by the Buyer to the Seller in accordance with the terms of this Agreement and the Promissory Note

(as defined below);

The Closing (as defined in

the Purchase Agreement) and the Closing Date (as defined in the Purchase Agreement) shall occur simultaneously with the Effective Date

(as defined herein) and as a result of the Closing, VEDO shall become a direct Wholly-Owned Subsidiary (as defined below) of Buyer; and

This Agreement and the Promissory

Note constitute the Seller Note under and as defined in the Purchase Agreement and, inter alia, sets forth the terms and conditions

under which the Buyer (in its capacity as the Borrower hereunder) is to pay the Seller Note Amount (in the form and in the initial stated

principal amount of the “Loan” under this Agreement) to the Lender (in its capacity as the Seller under the Purchase Agreement).

In consideration of the terms

and conditions contained in this Agreement, the parties hereto agree as follows:

Article I

Definitions

Section 1.01.         Defined

Terms. As used in this Agreement, the following terms have the meanings specified below:

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Ancillary Documents”

has the meaning set forth in Section 8.06(b).

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time

to time concerning or relating to bribery or corruption.

“Bankruptcy Code”

means the Federal Bankruptcy Code of 1978, as amended from time to time.

“Bankruptcy Event”

means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,

trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation

of its business appointed for it, or, in the good faith determination of the Lender, has taken any action in furtherance of, or indicating

its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding

entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the

acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further,

that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United

States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority

or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Borrower”

has the meaning assigned to such term in the preamble hereto.

“Business

Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City, excluding

any other day that is not a “Business Day” under the Primary Credit Facility.

“Buyer”

has the meaning assigned to such term in the Purchase Agreement.

- 2 -

“Capital Lease Obligations”

of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the

right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for

as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized

amount thereof determined in accordance with GAAP.

“Change in Control”

means (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities

Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange

Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person

or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only

after the passage of time), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members

of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities

that such person or group has the right to acquire pursuant to any option right) or (b) prior to the earlier to occur of the Termination

Date or Covenant Defeasance, the Borrower’s failure to directly or indirectly own 100% of the Equity Interests in VEDO.

“Charges”

has the meaning assigned to such term in Section 8.13.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company Competitor”

means any competitor of the Borrower or any of its Subsidiaries.

“Consolidated Capitalization”

means, at any date, the sum of Consolidated Net Worth and Consolidated Indebtedness; provided that, solely for the purpose of

the calculations under Section 5.07, Consolidated Capitalization shall mean, at any date, the sum, without duplication, of

(x) Consolidated Net Worth; provided that, (i) for purposes of calculating Consolidated Net Worth, unrealized gains

and losses on derivative financial instruments included in Accumulated Other Comprehensive Income (Loss), as disclosed in the Borrower’s

Annual Report on SEC Form 10-K or Quarterly Report on SEC Form 10-Q, as applicable, shall be excluded from the determination

of comprehensive shareholders’ equity and (ii) the amount excluded pursuant to clause (i) attributable to unrealized

gains and losses on derivative financial instruments (other than commodity derivatives) shall not exceed $10,000,000, (y) Consolidated

Indebtedness, and (z) 50% of the aggregate after-tax amount of non-cash charges directly arising from any ceiling test impairment

calculated on a consolidated basis for the Borrower and its Subsidiaries for the period commencing on July 1, 2018 through and including

such date of determination; provided that the amount determined pursuant to this clause (z) shall not exceed $400,000,000;

provided further, that if the result is different, any different amount constituting “Consolidated Capitalization”

calculated pursuant to the Primary Credit Facility.

“Consolidated Indebtedness”

means, at any date, all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance

with GAAP; provided that, if the result is different, any different amount constituting “Consolidated Indebtedness”

calculated pursuant to the Primary Credit Facility.

- 3 -

“Consolidated Net

Worth” means, at any date, all amounts that would, in conformity with GAAP, be included on a consolidated balance sheet of

the Borrower and its Subsidiaries under stockholders’ equity at such time; provided that, if the result is different, any

different amount constituting “Consolidated Net Worth” calculated pursuant to the Primary Credit Facility.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Covenant Defeasance”

has the meaning set forth in Section 2.21(b).

“Default”

means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or

waived, become an Event of Default.

“dollars”

or “$” refers to lawful money of the United States of America.

“Effective Date”

means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 8.02).

“Electronic Signature”

means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with

the intent to sign, authenticate or accept such contract or record.

“Environmental Laws”

means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,

promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural

resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability”

means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties

or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental

Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure

to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any

contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”

means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a

trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase

or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated

thereunder.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or

Code, is treated as a single employer under Section 414 of the Code.

- 4 -

“ERISA Event”

means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with

respect to a Plan (other than an event for which the 30- day notice period is waived); (b) the failure to satisfy the “minimum

funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the

filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum

funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under

Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC

or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any

Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial

withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower

or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,

concerning the imposition upon the Borrower or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer

Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default”

has the meaning assigned to such term in Section 6.01.

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the

Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each

case (i) imposed as a result of the Lender being organized under the laws of, or having its principal office located in, the jurisdiction

imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. Federal withholding

Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in the Loan pursuant to a

law in effect on the date on which (i) the Lender acquires such interest in the Loan or (ii) the Lender changes its lending

office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable

either to the Lender’s assignor immediately before the Lender acquired the applicable interest in the Loan or to the Lender immediately

before it changed its lending office, (c) Taxes attributable to the Lender’s failure to comply with Section 2.17(f) and

(d) any U.S. federal withholding Taxes imposed under FATCA.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any

agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections

of the Code.

“Federal

Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions

by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published

on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective

Rate as so determined would be less than 0.0%, such rate shall be deemed to be 0.0% for the purposes of this Agreement.

- 5 -

“Federal Reserve

Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Financial Officer”

means the principal financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Financial Statements”

means the financial statements to be furnished pursuant to Sections 5.01(a) and (b).

“GAAP” means generally accepted

accounting principles in the United States of America.

“Governmental Approval”

means any authorization, consent, approval, license, ruling, permit, tariff, rate, certification, exemption, filing, variance, order,

judgment, decree, publication, notice to, declaration of or registration by or with any Governmental Authority.

“Governmental

Authority” means the government of the United States of America or of any other nation, or any political subdivision of any

of them, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including

any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee”

of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing

or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)

in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase

or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance

or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services

for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,

equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to

pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued

to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or

deposit in the ordinary course of business.

“Hazardous Materials”

means all pollutants, contaminants, explosive or radioactive substances or wastes, hazardous or toxic substances or wastes, petroleum

or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

- 6 -

“Indebtedness”

of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances

of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations

of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other

title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred

purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all

Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be

secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,

(g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all

obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and

(j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person

shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent

such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except

to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes”

means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of

the Borrower under this Agreement and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Ineligible Institution”

means (a) those Persons identified by the Borrower (x) to the Lender in writing on or prior to the date of the Purchase Agreement

and (y) on and after the date of the Purchase Agreement with the consent of the Lender (such consent not to be unreasonably withheld,

conditioned or delayed), (b) any Company Competitor, (c) any Affiliate of any Person described in clauses (a) or (b) above

that is either identified in writing to the Lender or readily identifiable on the basis of such Affiliates name, or with respect to any

Company Competitor, that is a public reporting company (or has a public reporting company Affiliate) that is readily identifiable on

the basis of public filings with respect to such Company Competitor, (d) any natural person, and (e) any Person who is not

a U.S. Person.

“Interest

Payment Date” means the last Business Day of each of March, June, September and December and the Maturity

Date.

“IRS”

means the United States Internal Revenue Service.

“Lender”

has the meaning assigned to such term in the preamble hereto.

“Liabilities”

means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien”

means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security

interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or

title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to

such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan”

means the loan made by the Lender to the Borrower pursuant to Section 2.01.

- 7 -

“Loan Documents”

means this Agreement, any Promissory Note and any other document or instrument designated by the Borrower and the Lender as a “Loan

Document” entered into in accordance with Section 8.02. Any reference in this Agreement or any other Loan Document

to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, amendments and restatements,

supplements or other modifications thereto.

“Material Adverse

Effect” means a material adverse effect on (a) the business, assets, property, results of operations or financial condition

of the Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement, or the ability of the

Borrower to perform any of its Obligations or (c) the rights of, or remedies or benefits available to, the Lender under the Loan

Documents.

“Material Subsidiary”

means, at any time, (i) a Subsidiary of the Borrower whose assets exceed 10% of the consolidated assets of the Borrower and its

Subsidiaries, other than any Subsidiary that is not a U.S. Person and (ii) VEDO and its subsidiaries, if any.

“Maturity Date”

means, September 30, 2027;

“Maximum Rate”

has the meaning assigned to such term in Section 8.13.

“Multiemployer Plan”

means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“NYFRB”

means the Federal Reserve Bank of New York.

“NYFRB

Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight

Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided

that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal

funds transaction quoted at 11:00 a.m. on such day received by the Lender from a federal funds broker of recognized standing selected

by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0.0%, such rate

shall be deemed to be 0.0% for purposes of this Agreement.

“NYFRB’s

Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document, or

otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due

or to become due, now existing or hereafter arising, in each case, under any Loan Document, and including interest and fees that accrue

under the Loan Documents after the commencement by or against the Borrower of any proceeding under any debtor relief laws naming such

Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding.

Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees,

indemnities and other amounts payable by the Borrower under any Loan Document and (b) the obligation of the Borrower to reimburse

any amount in respect of any of the foregoing that the Lender, in its sole discretion, may elect to pay or advance on behalf of the Borrower.

- 8 -

“Other Connection

Taxes” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between the Lender and

the jurisdiction imposing such Taxes (other than a connection arising from the Lender having executed, delivered, enforced, become a

party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any

other transaction pursuant to, or enforced, this Agreement, or sold or assigned an interest in this Agreement).

“Other Obligations”

has the meaning set forth in Section 5.05.

“Other Taxes”

means any present or future stamp, court, documentary intangible, recording, filing or similar other excise or property Taxes that arise

from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt

or perfection of a security interest under, or otherwise with respect to, this Agreement, except any such Taxes that are Other Connection

Taxes imposed with respect to an assignment.

“Overnight

Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions

denominated in dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the

NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as

an overnight bank funding rate.

“Patriot Act”

has the meaning set forth in Section 8.14.

“Paying Agent”

means any third party professional paying agent that is (a) not an Affiliate of the Borrower, (b) reasonably acceptable to

the Lender and (c) authorized by the Borrower to pay the principal of and interest, if any, on the Loan on behalf of the Borrower.

“PBGC”

means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Receivables

Financing” means a transaction or series of transactions pursuant to which a Securitization Subsidiary purchases Receivables

Assets or interests therein from the Borrower or any Subsidiary of the Borrower and finances such Receivables Assets or interests therein

through the issuance of Indebtedness or Equity Interests or through the sale of such Receivables Assets or interests therein; provided

that (a) the Board of Directors of the Borrower shall have approved such transaction, (b) no portion of the Indebtedness of

a Securitization Subsidiary is guaranteed by or is recourse to the Borrower or any Subsidiary (other than recourse for customary representations,

warranties, covenants and indemnities, none of which shall relate to the collectibility of such Receivables Assets), and (c) neither

the Borrower nor any other Subsidiary has any obligation to maintain or preserve such Securitization Subsidiary’s financial condition.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

- 9 -

“Plan”

means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412

of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,

would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations”

means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Primary Credit

Facility” means the Revolving Credit Agreement and any renewals, extensions or replacements thereof, or, if the Revolving Credit

Agreement is not in effect, the Term Credit Agreement and any renewals extensions or replacements thereof, or if neither the Revolving

Credit Agreement nor the Term Credit Agreement are in effect, the primary debt facility (if any) of the Borrower.

“Promissory Note”

means a promissory note of the Borrower payable to the Lender or its successors and permitted assigns, in the form of Exhibit A

hereto, evidencing the aggregate outstanding principal amount of the Loan.

“Purchase”

means the purchase of the LLC Interests (as defined in the Purchase Agreement) by the Buyer pursuant to the Purchase Agreement.

“Purchase Agreement”

means the Securities Purchase Agreement, dated as of October 20, 2025, by and between Lender, as the Seller party thereto, and Borrower,

as the Buyer party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

“Purchase Documents”

means the Purchase Agreement and all schedules, exhibits and annexes thereto, the Ancillary Agreements (as defined in the Purchase Agreement)

and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

“Receivables Assets”

means accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or

otherwise owned by the Borrower or any Subsidiary.

“Register”

has the meaning set forth in Section 8.04.

“Related Parties”

means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents,

advisors and representatives of such Person and such Person’s Affiliates.

“Responsible Officer”

means the president, Financial Officer or other executive officer of the Borrower.

“Revolving Credit

Agreement” means the Credit Agreement, dated as of February 28, 2022, among the Borrower, the lenders party thereto and

JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1 to the Credit Agreement dated as of May 3,

2022, and as it may be further amended, restated, supplemented, modified, extended or replaced from time to time.

- 10 -

“Sanctioned Country”

means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.

“Sanctioned Person”

means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign

Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European

Union or His Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country,

(c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any

Person otherwise the subject of any Sanctions.

“Sanctions”

means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.

government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department

of State, or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“SEC”

means the United States Securities and Exchange Commission or any successor thereto.

“Securitization

Subsidiary” means a Subsidiary that is established for the limited purpose of acquiring and financing Receivables Assets and

interests therein of the Borrower or any Subsidiary and engaging in activities ancillary thereto.

“Seller”

has the meaning assigned to such term in the Purchase Agreement.

“Seller Note Amount”

means $1,200,000,000.00, which is the initial stated principal amount of the Loan as of the Effective Date.

“Seller Related

Party” has the meaning assigned to such term in the Purchase Agreement.

“subsidiary”

means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,

association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited

liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more

than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership

interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent

or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary”

means any subsidiary of the Borrower.

- 11 -

“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 the Subsidiaries shall be a Swap Agreement.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes,

or any goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any

interest, additions to tax or penalties applicable thereto.

“Term

Credit Agreement” means the Term Loan Agreement, dated as of February 14, 2024, among the Borrower, the lenders party

thereto and JPMorgan Chase Bank, N.A., as administrative agent, as it may be amended, restated, supplemented, modified, extended

or replaced from time to time.

“Termination Date”

has the meaning assigned to such term in the first paragraph of Article V.

“Transaction Costs”

means fees, premiums, expenses and other transaction costs (including original issue discount and upfront fees) payable or otherwise

borne by the Borrower and its Subsidiaries in connection with the Transactions, this Agreement, the other Loan Documents, the Purchase

Documents and the transactions contemplated hereby and thereby.

“Transactions”

means, collectively, (a) the Purchase, (b) the execution, delivery and performance by the Borrower of the Loan Documents and

the borrowing of the Loan hereunder, (c) the payment of the Transaction Costs and (d) the consummation of any other transaction

in connection with the foregoing (including in connection with the Purchase Documents).

“U.S. Person”

means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“VEDO”

means Vectren Energy Delivery of Ohio, LLC, an Ohio limited liability company.

“Wholly-Owned Subsidiary”

means, for any Person, any Subsidiary of such Person of which all of the equity securities or other ownership interests (other than in

the case of a corporation, directors’ qualifying shares) are directly or indirectly owned or Controlled by such Person.

“Withdrawal Liability”

means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are

defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent”

means, the Borrower and the Lender.

Section 1.02.         [Reserved].

- 12 -

Section 1.03.         Terms

Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the

context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,

“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The

word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law”

shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations

thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all

Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument

or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,

restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications

set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns

(subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority

that shall have succeeded to any or all functions thereof, (c) the words “herein”, “hereof” and “hereunder”,

and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,

(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,

and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise

specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) 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, securities, accounts and contract rights.

Section 1.04.         Accounting

Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in

accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Lender that the Borrower requests

an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application

thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in

the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such

change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (subject

in each case to the last sentence of this Section 1.04). Notwithstanding any other provision contained herein, all terms

of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall

be made without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825

(or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the

Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of

convertible debt instruments under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification

or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner

as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding

anything to the contrary, to the extent there is any conflict or inconsistency between the use and interpretation of a term of an accounting

or financial nature under this Agreement and the Primary Credit Facility, the use and interpretation under the Primary Credit Facility

shall govern and control without the necessity of amendment of the Loan Documents.

- 13 -

Section 1.05.         [Reserved].

Section 1.06.         [Reserved].

Section 1.07.         Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable

event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,

right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the

subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired

on the first date of its existence by the holders of its Equity Interests at such time.

Article II

The Credits

Section 2.01.         The

Loan. As contemplated by the Purchase Agreement and for value received, on the Effective Date and upon the occurrence of the Closing

(as defined in the Purchase Agreement), for all purposes hereunder the Seller Note Amount shall, automatically and without further action

by any Person, constitute the “Loan” to be paid by the Borrower to the Lender in accordance with the terms hereof. On and

as of the Effective Date, the Borrower acknowledges and agrees that the outstanding principal amount of the Loan owed to the Lender pursuant

to this Agreement and the Promissory Note is $1,200,000,000.00. Amounts prepaid or repaid in respect of the Loan may not be reborrowed.

Section 2.02.         [Reserved].

Section 2.03.         [Reserved].

Section 2.04.         [Reserved].

Section 2.05.         [Reserved].

Section 2.06.         [Reserved].

Section 2.07.         [Reserved].

Section 2.08.         [Reserved].

Section 2.09.         [Reserved].

Section 2.10.         Repayment

of Loan; Evidence of Debt.

(a)    To

the extent not previously paid, all unpaid Loan amounts shall be paid in full in immediately available funds in dollars by the Borrower

on the Maturity Date.

- 14 -

(b)    The

Lender shall maintain an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from the Loan made by

the Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder.

(d)    The

entries made in the accounts maintained pursuant to paragraph (b) of this Section shall be prima facie evidence of the existence

and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error

therein shall not in any manner affect the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement.

(e)    The

Loan shall be evidenced by a Promissory Note. In furtherance of the foregoing, the Borrower shall prepare, execute and deliver to the

Lender a Promissory Note payable to the Lender.

(f)    [Reserved].

Section 2.11.         Prepayment

of Loan.

The Borrower shall have

the right at any time and from time to time to prepay the Loan in whole or in part, subject to prior written consent from the Lender

in the Lender’s sole discretion; provided, that the Borrower may prepay the Loan in whole or in part, at its option and

without further consent in accordance with Section 2.21.

Section 2.12.         [Reserved].

Section 2.13.         Interest.

(a)    The

Loan shall bear interest at 6.50% per annum.

(b)    [Reserved].

the foregoing, if any principal of or interest on the Loan or any fee or other amount payable by the Borrower hereunder is not paid when

due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,

at a rate per annum equal to 2% plus the rate otherwise applicable to the Loan as provided in Section 2.13(a). Accrued interest

pursuant to this Section 2.13(c) shall be due and payable upon demand.

(d)    The

Borrower hereby unconditionally promises to pay accrued interest on the Loan in arrears on each Interest Payment Date for the Loan, and

upon the Maturity Date; provided that in the event of any repayment or prepayment of the Loan (in whole or in part), accrued interest

on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(e)    [Reserved].

- 15 -

(f)    All

interest hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable

for the actual number of days elapsed (including the first day but excluding the last day). Interest shall accrue on the Loan for the

day on which the Loan is made and shall not accrue on the Loan, or any portion thereof, for the day on which the Loan or such portion

is paid.

Section 2.14.         [Reserved].

Section 2.15.         [Reserved].

Section 2.16.         [Reserved].

Section 2.17.         Taxes.

(a)    Withholding

Taxes; Gross-Up. Each payment by the Borrower or on account of any obligation of the Borrower under this Agreement shall be made

without deduction or withholding for any Taxes, except as required by applicable law. If any Withholding Agent determines, in its sole

discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or

withhold and shall timely pay the full amount of withheld taxes to the relevant Governmental Authority in accordance with applicable

law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such

withholding of Indemnified Taxes (including withholding applicable to additional amounts payable under this Section) the applicable Recipient

receives the amount it would have received had no such withholding of Indemnified Taxes been made.

(b)    Payment

of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance

with applicable law, or at the option of the Lender, timely reimburse it for Other Taxes.

of Payment. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.17,

the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing

such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(d)    Indemnification

by the Borrower. Without duplication of any payment made pursuant to Section 2.17(a) above, the Borrower shall indemnify

the Lender for any Indemnified Taxes that are paid or payable by the Lender in connection with this Agreement (including amounts paid

or payable under this Section 2.17(d)) and any reasonable expenses arising therefrom or with respect thereto, whether or

not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under

this Section 2.17(d) shall be paid within 10 days after the Lender delivers to the Borrower a certificate stating the

amount of any Indemnified Taxes so paid or payable by the Lender and describing the basis for the indemnification claim. Such certificate

shall be conclusive of the amount so paid or payable absent manifest error.

(e)    [Reserved].

- 16 -

(f)    Status

of Lender.

The Lender shall

provide executed copies of IRS Form W-9 certifying that Lender is exempt from U.S. Federal backup withholding tax.

(g)    Treatment

of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any

Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this

Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity

payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including

any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect

to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount

paid such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding

anything herein to the contrary in this Section 2.17(g), in no event will any indemnified party be required to pay any amount

to any indemnifying party pursuant to this Section 2.17(g) if such payment would place such indemnified party in a less

favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional

amounts giving rise to such refund had never been paid. This Section 2.17(g) shall not be construed to require any indemnified

party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying

party or any other Person.

Section 2.18.         Payments

Generally; Allocation of Proceeds.

(a)    Except

as otherwise provided by Section 2.17(a), the Borrower shall make each payment required to be made by it hereunder (whether

of principal, interest, fees, or of amounts payable under Section 2.17, or otherwise) in dollars prior to 3:00 p.m., New

York City time, on the date when due, in immediately available funds, without recoupment, set-off or counterclaim. Any amounts received

after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day

for purposes of calculating interest thereon. All such payments shall be made to the Lender at a place designated by the Lender in the

State of New York, or otherwise to the applicable account designated to the Borrower by the Lender, except that payments pursuant to

Sections 2.17 and 8.03 shall be made directly to Persons entitled thereto. The Lender shall distribute any such payments

received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder

shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in

the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder

shall be made in dollars.

(b)    [Reserved].

- 17 -

(d)    [Reserved].

(e)    [Reserved].

Section 2.19.         [Reserved].

Section 2.20.         Subsidiary

Co-Borrowers.

The

Borrower may (but has no obligation to), upon not less than 10 Business Days’ notice to the Lender, designate one or more Wholly-         Owned

Subsidiaries of the Borrower organized under the laws of the United States or any state thereof as a co-borrower pursuant to documentation

and customary deliverables to be reasonably agreed by the Borrower and Lender which shall serve to join such Person to the Loan Documents.

The Borrower shall, promptly upon the request of the Lender, supply such documentation and other evidence as is reasonably requested

by the Lender to carry out checks under applicable laws, rules and regulations.

Section 2.21.         Defeasance

(a)    Option

to Effect Covenant Defeasance. The Borrower may, at its option and at any time, elect to have clause (b) applied to the

outstanding Loan and Obligations upon compliance with the conditions set forth below in this Section 2.21.

(b)    Covenant

Defeasance. Upon the Borrower’s exercise under Section 2.21(a) of the option applicable to this Section 2.21(b),

the Borrower, its Subsidiaries and Related Parties shall, subject to the satisfaction of the conditions set forth in Section 2.21(c),

be released from their obligations under the covenants and undertakings contained in Article V with respect to the Loan and

Obligations on and after the date the conditions set forth in Section 2.21(c) are satisfied (“Covenant Defeasance”),

and the Loan and Obligations shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent

or declaration or act of the Lender (and the consequences of any thereof) in connection with such covenants and undertakings, but shall

continue to be deemed “outstanding” for all other purposes under this Agreement. For this purpose, Covenant Defeasance means

that, with respect to the Loan and Obligations, the Borrower, its Subsidiaries and Related Parties (as applicable) may omit to comply

with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or undertaking, whether

directly or indirectly, by reason of any reference elsewhere herein or in any other document to any such covenant or by reason of any

reference in any such covenant or undertaking to any other provision herein or in any other document and such omission to comply shall

not constitute a Default or an Event of Default under Article VI, but, except as specified above, the remainder of this Agreement

shall be unaffected thereby.

to Covenant Defeasance. The following shall be the conditions to the application of Section 2.21(b) to the outstanding

Loan and Obligations:

(i)    The

Borrower must irrevocably deposit with a Paying Agent, in trust, for the benefit of the Lender, cash in dollars, U.S. government obligations,

or a combination thereof, in such amounts (including scheduled payments thereon) as will be sufficient, as agreed by the Borrower and

the Lender, to pay the principal of and interest due on the Loan on each applicable Interest Payment Date and the Maturity Date;

- 18 -

(ii)    the

Borrower shall have delivered to the Lender a certificate from a Responsible Officer stating that the deposit was not made by the Borrower

with the intent of defeating, hindering, delaying or defrauding any creditors of the Borrower; and

(iii)    the

Borrower shall have delivered to the Lender a certificate from a Responsible Officer stating that the conditions precedent provided for

or related to Covenant Defeasance have been complied with.

(d)    Deposited

Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

(i)    Subject

to Section 2.21(f), all money and U.S. government obligations (including the proceeds thereof) deposited with a Paying Agent

pursuant to Section 2.21(c) in respect of the outstanding Loan and Obligation shall be held in trust and applied by

the Paying Agent, in accordance with the provisions of the Promissory Note and this Agreement, to the payment to the Lender of all sums

due and to become due thereon in respect of principal and interest, but such money need not be segregated from other funds except to

the extent required by law.

(ii)    Anything

in this Section 2.21 to the contrary notwithstanding, the Paying Agent shall deliver or pay to the Borrower from time to

time upon the written request of the Borrower and the Lender any money or U.S. government obligations held as provided in Section 2.21(c) which,

as agreed by the Borrower and the Lender, are in excess of the amount thereof that would then be required to be deposited to effect a

Covenant Defeasance.

(e)    Repayment

to Borrower. Upon receipt of written instruction by the Borrower and the Lender, the Paying Agent (as applicable) shall promptly

turn over to the Borrower any excess money or securities held by them upon payment of all the outstanding obligations under this Agreement.

(f)    Reinstatement.

If the Paying Agent is unable to apply any dollars or U.S. government obligations in accordance with Section 2.21(c), as

the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting

such application, then the Borrower’s obligations under this Agreement and the Loan Documents shall be revived and reinstated as

though no deposit had occurred pursuant to Section 2.21(c) until such time as the Paying Agent is permitted to apply

all such money in accordance with Section 2.21(c), as the case may be; provided that, if the Borrower makes any payment

of principal of, or interest on the Loan or other Obligations following the reinstatement of their obligations, the Borrower shall be

subrogated to the rights of the Lender to receive such payment from the money held by the Paying Agent.

Deposits made in accordance

with this Section 2.21 shall be considered a permitted prepayment under Section 2.11 and Section 2.21

shall survive termination of this Agreement and the other Loan Documents.

- 19 -

Article III

Representations and Warranties

The Borrower represents and warrants to the Lender

on the Effective Date that:

Section 3.01.         Corporate

Existence. Each of the Borrower and its Material Subsidiaries: (a) is a corporation, partnership or other entity duly incorporated

or organized, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization;

(b) has all requisite corporate power and, except where the failure to do so could not reasonably be expected to have a Material

Adverse Effect, all Governmental Approvals in each case necessary to own its assets and carry on its business as now being conducted;

and (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by

it makes such qualification necessary and where failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Section 3.02.         Financial

Condition. The Borrower has heretofore furnished to the Lender the satisfactory audited consolidated balance sheet of the Borrower

and its consolidated Subsidiaries as at September 30, 2025 and the related consolidated statement of income and retained earnings

and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal years ended on said dates. All such financial statements

are complete and correct in all material respects and fairly present in all material respects the consolidated financial condition of

the Borrower and its consolidated Subsidiaries at and as of such dates, all in accordance with GAAP and practices applied on a consistent

basis. None of the Borrower nor any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes,

unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to

or reflected or provided for in said balance sheets as at said dates.

Section 3.03.         Litigation.

Except as disclosed in the Borrower’s Annual Report on SEC Form 10-K for the year ended September 30, 2025 or in any

document subsequently filed pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, there are no legal

or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agency, now pending to which the

Borrower or any Material Subsidiary is a party, or pending or threatened (of which any officer of the Borrower has knowledge), in which

there is a reasonable possibility of an adverse decision and which could reasonably be expected to have a Material Adverse Effect.

Section 3.04.         No

Breach. None of the execution and delivery of this Agreement, the consummation of the Transactions or compliance with the terms and

provisions hereof will conflict with or result in a breach of, or require any consent under (i) the articles of incorporation or

by-laws of the Borrower, or (ii) any applicable law or regulation, or, to the best knowledge of the Borrower, any order, writ, injunction

or decree of any court or governmental or regulatory authority, agency, instrumentality or political subdivision thereof, or any material

agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which any of them or any of their property

is bound or to which any of them or any of their property is subject, or constitute a default under any such agreement or instrument,

which conflict, breach or consent requirement referred to in this clause (ii), including any failure to obtain any such consent, individually

or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

- 20 -

Section 3.05.         Action.

The Borrower has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations under this

Agreement; the execution, delivery and performance by the Borrower of this Agreement have been duly authorized by all necessary corporate

action on its part (including, without limitation, any required shareholder approvals); and this Agreement has been duly and validly

executed and delivered by the Borrower and constitutes its legal, valid and binding obligation, enforceable against the Borrower in accordance

with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar

laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles

of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.06.         Approvals.

No Governmental Approval and no authorization, approval or consent of, and no filing or registration with, any securities exchange, is

necessary for the execution, delivery or performance by the Borrower of this Agreement or for the legality, validity or enforceability

hereof except (i) such as have been obtained or made and are in full force and effect, (ii) in connection with any filing or

perfection actions in connection with the Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions

the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect.

Section 3.07.         Use

of Credit. Neither the Borrower nor any of its Subsidiaries shall, directly or indirectly, use any of the proceeds of any extension

of credit hereunder for any purpose, whether immediate, incidental, or ultimate, of buying a “margin stock” or of maintaining,

reducing or retiring any indebtedness originally incurred to purchase a stock that is currently a “margin stock” and the

extension of credit hereunder will not constitute an extension of “purpose credit” that is directly or indirectly secured

by “margin stock”, in each case within the meaning of Regulation U of the Board of Governors of the United States Federal

Reserve System Board (12 C.F.R. 221, as amended), and will not violate or result in the violation of Regulation U or of Regulation T

(12 C.F.R. 220, as amended) or of Regulation X (12 C.F.R. 224, as amended) or any other regulation of such Federal Reserve Board.

Section 3.08.         ERISA.

No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability

is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

Section 3.09.         Taxes.

Each of the Borrower and each of its Subsidiaries has filed or caused to be filed all tax returns that are required to be filed and has

paid all Taxes shown to be due and payable on such returns or on any assessments made against it or any of its property and all other

Taxes imposed on it or any of its property by any Governmental Authority, other than any Taxes the amount or validity of which is currently

being contested in good faith by appropriate proceeding and with respect to which reserves in conformity with GAAP have been provided

on the books of the Borrower or its Subsidiaries, as the case may be and other than to the extent that the failure to file any such tax

returns or pay any such Tax could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No

material Tax Lien has been filed and, to the knowledge of the Borrower, no material claim is being asserted with respect to any such

Tax other than any Tax Lien which relates to any Tax that is not yet due and payable, and other than to the extent that any such Tax

could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

- 21 -

Section 3.10.         Investment

Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company”, or a company “controlled”

by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 3.11.         Environmental

Matters. As of the date of this Agreement: (i) each of the Borrower and its Subsidiaries has obtained all environmental, health

and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being conducted,

except to the extent failure to have any such permit, license or authorization would not have a Material Adverse Effect; and (ii) each

of such permits, licenses and authorizations is in full force and effect and, to the knowledge of the Borrower, each of the Borrower

and its Subsidiaries is in compliance with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions,

conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law

or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved

thereunder, in each case, except to the extent failure to comply therewith would not have a Material Adverse Effect.

Section 3.12.         [Reserved].

Section 3.13.         True

and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by

or on behalf of the Borrower to the Lender in connection with the negotiation, preparation or delivery of this Agreement or included

herein or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement

of a material fact or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary

to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; provided,

however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower

represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the

Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future

performance and that actual results during the period or periods covered by such information may materially differ from the projected

results therein). All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Lender in connection

with this Agreement and the transactions contemplated hereby will be true, complete and accurate in every material respect, or (in the

case of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed

to be reasonable at the time, on the date as of which such information is stated or certified; provided that, in the case of projected

financial information, forecasts and other forward-looking information, no assurance is given that any results forecasted in any such

projections or forward-looking information will actually be achieved or that actual results during the period or periods covered by such

information will not differ materially from the results set forth in such projections or forward-looking information.

- 22 -

(b)    As

of the Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided

on or prior to the Effective Date to the Lender in connection with this Agreement, if and as applicable, is true and correct in all respects.

Section 3.14.         Anti-Corruption

Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in

all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption

Laws and applicable Sanctions, and the Borrower, its Subsidiaries, and their respective officers and employees and, to the knowledge

of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower any of their respective directors, officers or employees,

or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection

with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated

by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Section 3.15.         [Reserved].

Section 3.16.         Plan

Assets; Prohibited Transactions. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets”

(within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated

under this Agreement, including the making of the Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406

of ERISA or Section 4975 of the Code. The Borrower represents and warrants as of the Effective Date that the Borrower is not and

will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of

the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code;

or (4) a “governmental plan” within the meaning of ERISA.

Notwithstanding anything

to the contrary, with respect to any representation or warranty contained in this Agreement or the other Loan Documents as of the Effective

Date (or any reference to matters occurring on or prior to the Effective Date), any and all representations and warranties with respect

to VEDO and its subsidiaries are limited to the representations and warranties provided by the Seller to the Buyer under the Purchase

Documents and are based in full reliance by the Borrower on such representations.

Article IV

Conditions

Section 4.01.         Effective

Date. The obligations of the Lender to make the Loan hereunder and to perform its obligations to be performed on the Effective Date

pursuant to the Purchase Agreement shall not become effective until the date on which each of the following conditions is satisfied (or

waived in accordance with Section 8.02):

(a)    The

Closing (as defined in the Purchase Agreement) shall have occurred.

- 23 -

(b)    The

Lender (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement and each other Loan

Document signed on behalf of such party or (ii) written evidence satisfactory to the Lender (which may include facsimile transmission

of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document.

Lender shall have received an opinion, dated as of the Effective Date, and in form and substance satisfactory to the Lender and its counsel,

of each of (i) Jones Day, special New York counsel to the Borrower, (ii) in-house counsel to the Borrower, and (iii) Lowenstein

Sandler LLP, special New Jersey counsel to the Borrower (or another special New Jersey counsel reasonably acceptable to the Lender).

(d)    The

Lender shall have received such documents and certificates as the Lender or its counsel may reasonably request relating to the organization,

existence and good standing of the Borrower, the Borrower’s organizational documents and incumbent officers, the authorization

of the Transactions and any other customary legal matters relating to the Borrower, this Agreement or the Transactions, all in form and

substance reasonably satisfactory to the Lender and its counsel, in each case, to the extent such documents and certificates do not materially

alter the undertakings of the Borrower (in its capacity as Buyer) under the terms and conditions under the Purchase Agreement and the

gathering of which does not materially impede or delay the closing of the Purchase Agreement.

(e)    The

Lender shall have received a certificate dated the Effective Date and signed by the President, a Vice President or a Financial Officer

of the Borrower, confirming compliance with the conditions set forth in paragraph (j) of this Section 4.01.

(f)    [reserved].

(g)    [reserved].

(h)    The

Lender shall have received the financial statements required to be furnished by the Borrower pursuant to Section 3.02 hereof.

(i)    [reserved].

(j)    The

representations and warranties of the Borrower set forth in this Agreement (including, without limitation, the representations and warranties

set forth in Section 3.03) shall, as of the Effective Date, be true and correct in all material respects (or, in the case

of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects).

(k)    No

Default or Event of Default shall have occurred or be continuing.

- 24 -

Article V

Covenants of the Borrower

The Borrower covenants and

agrees with the Lender that, until the principal of and interest on the Loan and all fees payable hereunder (if any) shall have been

paid in full (such date, the “Termination Date”):

Section 5.01.         Financial

Statements, Etc. The Borrower shall deliver to the Lender:

(a)    as

soon as available and in any event within 60 days after the end of each fiscal quarter of the Borrower ending December 31, March 31

and June 30 (commencing with the fiscal quarter of the Borrower ending December 31, 2026), consolidated statements of income

and retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for such period and for the period from the beginning

of the respective fiscal year to the end of such period, and the related consolidated balance sheet of the Borrower and its consolidated

Subsidiaries as at the end of such period, setting forth in each case in comparative form to the extent required by SEC Form 10-Q

the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior

Financial Officer of the Borrower, which certificate shall state that said consolidated financial statements fairly present in all material

respects the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries in accordance

with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the absence

of footnotes);

(b)    as

soon as available and in any event within 100 days after the end of each fiscal year of the Borrower (commencing with the fiscal year

ended September 30, 2026), consolidated statements of income, retained earnings and cash flow of the Borrower and its consolidated

Subsidiaries for such fiscal year and the related consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at

the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the preceding

fiscal year and accompanied by an opinion thereon of independent certified public accountants of recognized national standing (without

a “going concern” or like qualification commentary or exception, and without any qualification or exception as to the scope

of such audit) (other than with respect to, or resulting from, an upcoming maturity date under any documentation governing any Indebtedness

maturing within one year), which opinion shall state that said consolidated financial statements fairly present in all material respects

the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries as at the end of, and

for, such fiscal year in accordance with GAAP;

upon their becoming publicly available copies of all registration statements and regular periodic reports, if any, which the Borrower

shall have filed with the SEC under the Securities Act of 1933, the Securities Exchange Act of 1934 or any national securities exchange;

(d)    promptly

upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements

so mailed;

- 25 -

(e)    promptly

upon the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected

to result in a Material Adverse Effect, a written notice describing the same in reasonable detail;

(f)    promptly

after the Borrower knows or has reason to believe that (i) any Default has occurred, a notice of such Default describing the same

in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower

has taken or proposes to take with respect thereto or (ii) at any time that the Loan is outstanding hereunder, there exists a legal

or arbitral proceeding, or any proceeding by or before any governmental or regulatory authority or agency (other than any proceeding

before the New York State Public Service Commission, or comparable authority or agency of another state, in the ordinary course of Borrower’s

business), to which the Borrower or any Material Subsidiary is a party, or pending or threatened (of which the Borrower has knowledge),

in which there is a reasonable possibility of an adverse decision and which could reasonably be expected to have a Material Adverse Effect,

a notice describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of

the action that the Borrower has taken or proposes to take with respect thereto;

(g)    promptly

prior to the expiration of any material Governmental Approval, a copy of a renewal or extension of such Governmental Approval, in form

and substance satisfactory to the Lender;

(h)    promptly

upon receipt thereof, a copy of each management letter or memorandum commenting on internal accounting controls and/or accounting or

financial reporting policies followed by the Borrower and/or any of its Subsidiaries that is submitted to the Borrower by its independent

accountants in connection with any annual or interim audit made by them of the books of Borrower or any of its Subsidiaries;

(i)    from

time to time and promptly following any request therefor, (x) such other information regarding the financial condition, operations,

business or prospects of the Borrower or any of its Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and any

reports or other information required to be filed under ERISA) as the Lender may reasonably request and (y) information and documentation

reasonably requested by the Lender for purposes of compliance with applicable “know your customer” and anti-money laundering

rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation;

(j)    prompt

written notice of any change in the information provided in a Beneficial Ownership Certification delivered to the Lender (if any) that

would result in a change to the list of beneficial owners identified in such certification; and

(k)    no

later than five (5) Business Days after each delivery of financial statements pursuant to paragraph (a) or (b) above,

a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B (or otherwise in a form substantially

similar to the form delivered under the Primary Credit Facility) to the effect that no Default has occurred and is continuing (or, if

any Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has

taken or proposes to take with respect thereto), and (ii) setting forth the calculations required to demonstrate that, as of the

end of the fiscal quarter most recently ended, the Borrower is in compliance with Section 5.07 of this Agreement.

- 26 -

Documents required to be

delivered pursuant to Section 5.01(a), (b) or (c) (to the extent any such documents are included in materials otherwise

filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on

which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); or (ii) on

which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access

(whether a commercial, third-party website or whether made available by the Lender); provided that: (A) upon written request

by the Lender to the Borrower, the Borrower shall deliver paper copies of such documents to the Lender until a written request to cease

delivering paper copies is given by the Lender and (B) the Borrower shall notify the Lender (by telecopier or electronic mail) of

the posting of any such documents and provide to the Lender by electronic mail electronic versions (i.e., soft copies) of such documents.

Section 5.02.         Existence,

Etc. The Borrower will, and will cause each of its Material Subsidiaries to:

(a)    preserve

and maintain its legal existence and all of its material (i) rights, (ii) privileges, (iii) licenses and (iv) franchises

(provided that nothing in this Section 5.02 shall prohibit any transaction expressly permitted under Section 5.04

hereof);

(b)    pay

and discharge all Taxes imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach

thereto, except for any such Tax the payment of which is being contested in good faith and by proper proceedings and against which adequate

reserves are being maintained;

all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted;

(d)    keep

adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; and

(e)    permit

representatives of the Lender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect

any of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender,

and upon reasonable coordination and subject to any limitations under applicable law, rule or regulation and any policies regarding

safety or insurance compliance generally applicable to vendors of the Borrower and its subsidiaries; provided, that, except as

provided in the proviso below in connection with the occurrence and continuance of an Event of Default, (i) the Lender shall not

exercise such rights more often than once during the term of this Agreement, (ii) only one such inspection shall be at the expense

of the Borrower, and (iii) such rights shall be exercised solely with respect to VEDO and its subsidiaries; provided, further,

that when an Event of Default has occurred and is continuing, the Lender (or any of its representatives) may do any of the foregoing,

with respect to the Borrower and its Subsidiaries, at the expense of the Borrower in accordance with Section 8.03(a).

- 27 -

Section 5.03.         Insurance.

The Borrower will, and will cause each of its Material Subsidiaries to, keep insured by financially sound and reputable insurers all

property of a character usually insured by corporations engaged in the same or similar business similarly situated against loss or damage

of the kinds and in the amounts customarily insured against by such corporations and carry such other insurance as is usually carried

by such corporations.

Section 5.04.         Prohibition

of Fundamental Changes. The Borrower will not, nor will it permit any of its Material Subsidiaries to, enter into any transaction

of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The

Borrower will not amend its articles of incorporation, including, without limitation, by way of reincorporation in another jurisdiction,

or its by-laws, in either case in any manner which could have a material adverse effect on the rights of, or remedies or benefits available

to, the Lender under this Agreement. The Borrower will not, nor will it permit any of its Material Subsidiaries to, without the consent

of the Lender (such consent not to be unreasonably withheld), convey, sell, lease, transfer or otherwise dispose of, in one transaction

or a series of transactions, all or any material part of its business or property, whether now owned or hereafter acquired. Notwithstanding

the foregoing provisions of this Section 5.04:

(a)    any

Material Subsidiary of the Borrower may be merged or consolidated with or into: (i) the Borrower, if the Borrower shall be the continuing

or surviving corporation or (ii) any other Wholly-Owned Subsidiary of the Borrower, provided that the Wholly-Owned Subsidiary shall

be the continuing or surviving corporation; and, provided, further, that, in each case, after giving effect thereto, no Default would

exist hereunder;

(b)    any

Material Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise)

to the Borrower or a Wholly-Owned Subsidiary of the Borrower;

Borrower may merge or consolidate with or into any other Person if the Borrower is the continuing or surviving corporation and after

giving effect thereto no Default would exist hereunder;

(d)    the

Borrower or any Material Subsidiary may implement a Permitted Receivables Financing and, solely as part of such program, may sell or

subject to lien not more than $100,000,000 of its assets in the aggregate; and

(e)    the

Borrower and any Subsidiary thereof may enter into and consummate other transactions not prohibited by the Primary Credit Facility.

This Section 5.04 does not permit transactions with respect

to VEDO and its subsidiaries that are expressly restricted under Section 5.09.

- 28 -

Section 5.05.         Limitation

on Liens. The Borrower will not pledge, mortgage, hypothecate, or permit any other Lien upon, any property or assets at any time

owned by it, without making effective provision whereby the obligations of the Borrower to pay the principal of and interest on the Loan

and all other amounts payable hereunder shall be equally and ratably secured with the obligations secured by such Lien and with any other

obligations (collectively, the “Other Obligations”) similarly entitled by their terms to be equally and ratably secured;

provided that this restriction shall not apply to or prevent:

(a)    the

mortgaging, pledging, or establishing a Lien on, any property to secure Indebtedness of the Borrower as part of the purchase price of

such property, or the extension, renewal or refunding of any such mortgage, pledge or Lien, on substantially the same property theretofore

subject thereto or on any part thereof;

(b)    the

acquisition by the Borrower of any property subject to mortgages, pledges or Liens existing thereon at the time of acquisition (whether

or not the obligations secured thereby are assumed by the Borrower), and the extension, renewal or refunding of any such mortgage, pledge

or Lien, on substantially the same property theretofore subject thereto or on any part thereof;

pledging of its assets or security for the payment of any Tax demanded from the Borrower by any public body so long as the Borrower in

good faith is contesting its liability to pay the same, or such lien relates to any Tax that is not yet due and payable, or as security

to be deposited with any State Insurance Department or similar public body in order to entitle the Borrower to maintain self-insurance

under, or participate under any State insurance fund provided for under any legislation designed to insure employees of the Borrower

against injury or occupational diseases or for any other purpose at any time required by law or governmental regulation as a condition

to the transaction of any business or the exercise of any privilege or license;

(d)    the

pledging by the Borrower of up to 5% of its total assets (as defined under GAAP) for the purpose of securing a stay or discharge in the

course of any legal proceeding to which the Borrower is a party;

(e)    the

transaction described in Section 5.04(d), provided that any Lien relating to the Permitted Receivables Financing referred

to therein shall be subject to the limitations in such Section 5.04(d); or

(f)    Liens

not prohibited under the Primary Credit Facility.

but in no event shall the mortgage, pledge or

Lien permitted by subdivisions (a) and (b) be in excess of 60% of the total purchase price of the property so acquired.

This Section 5.05 does not permit transactions with respect

to VEDO and its subsidiaries that are expressly restricted under Section 5.09.

In case the Borrower shall

propose to pledge, mortgage or hypothecate any assets or property at any time owned by it to secure any Other Obligations, other than

as permitted by clauses (a) through (f) of the preceding paragraph of this Section 5.05, it will prior thereto

give notice thereof to the Lender, and will prior to or simultaneously with such pledge, mortgage or hypothecation, by an agreement,

indenture or other instrument to which the Lender is a party (or to the extent legally necessary, with a trustee), in form and substance

reasonably satisfactory to the Lender, effectively secure the obligations of the Borrower to pay the principal of and interest on the

Loan and all other amounts payable hereunder equally and ratably with such Other Obligations by pledge, mortgage or hypothecation of

such assets or property. Such agreement, indenture or other instrument shall contain such provisions as the Borrower and the Lender shall

deem advisable or appropriate or as the Lender shall reasonably deem necessary in connection with such pledge, mortgage or hypothecation.

- 29 -

Section 5.06.         Use

of Proceeds . The Borrower will use the proceeds of the Loan hereunder solely to finance a portion of the Transactions; provided

that the Lender shall not have any responsibility as to the use of any of such proceeds. No part of the proceeds of the Loan will be

used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board,

including Regulations T, U and X. The Borrower will not use, and shall ensure that its Subsidiaries and its or their respective directors,

officers, employees and agents shall not use, the proceeds of the Loan (A) in furtherance of an offer, payment, promise to pay,

or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,

(B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,

or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 5.07.         Financial

Condition. The Borrower shall not permit the ratio of Consolidated Indebtedness to Consolidated Capitalization as at the last day

of any fiscal quarter to exceed 0.65 to 1.0 (or such other ratio then in effect in the Primary Credit Facility).

Section 5.08.         Compliance

with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of

any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could

not reasonably be expected to result in a Material Adverse Effect. The Borrower will, and will cause its Subsidiaries and their respective

officers and employees and will use its best efforts to cause its directors and agents, to be in compliance with Anti-Corruption Laws

and applicable Sanctions in all material respects. The Borrower will maintain in effect and enforce policies and procedures designed

to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and

agents with Anti-Corruption Laws and applicable Sanctions.

Section 5.09.         Covenants

with Respect to VEDO.

(a)    Notwithstanding

anything in any Loan Document to the contrary, the Borrower will not permit VEDO or any of its subsidiaries to incur, assume or otherwise

become or remain liable with respect to any Indebtedness owing to any Affiliate, other than any Indebtedness (i) incurred from the

Borrower or one of its Affiliates as intercompany financing for operations in the ordinary course of business, (ii) in connection

with any Governmental Approval or recommendation by a Governmental Authority or (iii) Indebtedness owing to VEDO or any Wholly-Owned

Subsidiary of VEDO.

(b)    Notwithstanding

anything in any Loan Document to the contrary, (i) the Borrower shall not, nor shall it permit any of its Subsidiaries to, create,

incur, assume or permit or suffer to exist any consensual Lien on or with respect to any Equity Interests in VEDO and (ii) VEDO

shall not, and shall not permit any subsidiary of VEDO to, create, incur, assume or permit or suffer to exist any consensual Lien on

or with respect to any of its assets in favor of an Affiliate, other than (x) VEDO or any Wholly-Owned Subsidiary of VEDO or (y) such

Liens created, incurred, assumed or permitted or suffered to exist in connection with any Governmental Approval or recommendation by

a Governmental Authority.

- 30 -

anything in any Loan Document to the contrary, the Borrower shall not enter into any agreement prohibiting or restricting VEDO’s

ability to make or declare dividends or other distributions with respect to its Equity Interests.

(d)    Notwithstanding

anything in any Loan Document to the contrary, (i) the Borrower shall not permit VEDO or any subsidiary of VEDO to enter into any

transaction of merger, consolidation or amalgamation, dispose of all or substantially all of its assets or liquidate, wind up or dissolve

itself, (ii) the Borrower shall not dispose of any Equity Interests in VEDO if such disposition would result in VEDO no longer being

a Wholly-Owned Subsidiary of the Borrower and (iii) VEDO shall not, and shall not permit any subsidiary of VEDO to, dispose of any

assets to any Affiliate, other than (x) dispositions to VEDO or to a Wholly-Owned Subsidiary of VEDO or (y) transactions in

connection with any Governmental Approval or recommendation by a Governmental Authority (it being understood that the issuance of Equity

Interests to the Borrower shall not be restricted by this Section 5.09).

(e)    Except

in connection with any Governmental Approval or recommendation by a Governmental Authority, the Borrower shall not permit VEDO or any

subsidiary of VEDO to dispose of material fixed assets outside the ordinary course of business to Persons that are not Affiliates of

the Borrower in excess of $100,000,000 for any single transaction or $200,000,000 in the aggregate after the Effective Date.

(f)    The

Borrower shall not permit VEDO or any subsidiary of VEDO to enter into any transaction (including the purchase, sale, lease or exchange

of any property or the rendering of any service) with any of its Affiliates on terms (taken as a whole) that are less favorable to VEDO

or such subsidiary in any material respect, as the case may be, than those that might be obtained at the time in a comparable arm’s-length

transaction from a Person who is not an Affiliate as reasonably determined by the Borrower in its good faith discretion; provided

that, the foregoing restriction shall not apply to transactions among VEDO and any Wholly-Owned Subsidiary of VEDO.

(g)    The

Borrower shall not permit VEDO to have any subsidiaries that are not Wholly-Owned Subsidiaries of VEDO.

Notwithstanding anything to the contrary, (i) with

respect to any covenants, obligations or undertakings contained in this Agreement or the other Loan Documents, any and all actions taken

(or not taken) by the Borrower or any affiliate to comply with Buyer’s (or any affiliate’s) obligations under the Purchase

Documents shall not constitute a breach or violation of such covenants, obligations or undertakings and shall not give rise to a Default

or Event of Default and (ii) nothing in the Loan Documents shall restrict VEDO and its subsidiaries from incurring, amending, restating,

extending, refinancing, replacing, extinguishing, or providing collateral security or one or more Guarantees with respect to, any Indebtedness

(including in connection with Indebtedness incurred under the Loan Documents) incurred in connection with any Governmental Approval or

recommendation by a Governmental Authority.

- 31 -

Article VI

Events of Default

Section 6.01.         Events

of Default. If one or more of the following events (herein called “Events of Default”) shall occur and be continuing:

(a)    The

Borrower shall: (i) default in the payment of any principal of the Loan when and as the same shall become due and payable (whether

at stated maturity or at mandatory or optional prepayment); or (ii) default in the payment of any interest on the Loan, any fee

or any other amount payable by it hereunder when due and such default shall have continued unremedied for five or more days; or

(b)    The

Borrower or any of its Material Subsidiaries shall default in the payment when due of any principal of or interest on any of its other

Indebtedness aggregating $40,000,000 or more (or such higher amount for a comparable provision set forth in the Primary Credit Facility);

or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur

if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders

of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be

prepaid in full (whether by redemption, purchase, offer to purchase or otherwise), prior to its stated maturity; or

representation, warranty or certification made or deemed made herein (or in any modification or supplement hereto) by the Borrower, or

any certificate furnished to the Lender pursuant to the provisions hereof, shall prove to have been false or misleading as of the time

made or furnished in any material respect; provided, that no such occurrence shall constitute an Event of Default to the extent that

such representation, warranty or certification is false or misleading as a result of a breach of representations, warranties or certifications

made or deemed made by the Seller or any Seller Related Party under the Purchase Documents (and all representations and warranties with

respect to VEDO and its subsidiaries shall be subject to the flush language at the end of Article III); or

(d)    Subject

to the last paragraph of Article V, the Borrower shall default in the performance of any of its obligations under any of

Sections 5.01(f), 5.02(a) (solely with respect to the Borrower), 5.03, 5.04, 5.05, 5.06

or 5.07 hereof; or the Borrower shall default in the performance of any of its other obligations in this Agreement or any other

Loan Document and such default shall continue unremedied for a period of 30 days after notice thereof to the Borrower by the Lender;

in each case, provided, that no such default shall constitute an Event of Default to the extent that such default is a result of a default

in the performance of obligations by the Seller or any Seller Related Party under the Purchase Documents or is a result of the Buyer

(or any affiliate) complying (or attempting to comply) with its obligations under the Purchase Documents; or

- 32 -

(e)    The

Borrower or any of its Material Subsidiaries shall admit in writing its inability to, or be generally unable to, pay its debts as such

debts become due; or

(f)    The

Borrower or any of its Material Subsidiaries shall (i) apply for or consent to the appointment of, or the taking of possession by,

a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property, (ii) make a general

assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition

seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement

or winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce

in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or (vi) take any corporate action

for the purpose of effecting any of the foregoing; or

(g)    A

proceeding or case shall be commenced, without the application or consent of the Borrower or any of its Material Subsidiaries, in any

court of competent jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition

or readjustment of its debts, (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of the Borrower

or such Subsidiary or of all or any substantial part of its property, or (iii) similar relief in respect of the Borrower or such

Subsidiary under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such

proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered

and continue unstayed and in effect, for a period of 60 or more days; or an order for relief against the Borrower or such Subsidiary

shall be entered in an involuntary case under the Bankruptcy Code; or

(h)    A

final judgment or judgments for the payment of money in excess of $40,000,000 (or such higher amount for a comparable provision set forth

in the Primary Credit Facility) in the aggregate (exclusive of judgment amounts fully covered by insurance where the insurer has admitted

liability in respect of such judgment) shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction

against the Borrower or any of its Material Subsidiaries and the same shall not be discharged (or provision shall not be made for such

discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or the

relevant Subsidiary shall not, within said period of 30 days, or such longer period during which execution of the same shall have been

stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(i)    an

ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred,

could reasonably be expected to result in a Material Adverse Effect; or

(j)    a

Change in Control shall occur; or

(k)    any

material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted

hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect or is declared by a court of

competent jurisdiction to be null and void, invalid or unenforceable; or the Borrower denies in writing that it has any or further payment

or other material liability or obligation under any Loan Document, or purports in writing to revoke, terminate or rescind any Loan Document

(other than pursuant to the terms hereof or thereof); or

- 33 -

(l)    The

representation and warranty under Section 5.8 of the Purchase Agreement shall prove to have been false or misleading as of

the time made or furnished (or deemed made or furnished) in any material respect; or

(m)    Until

the earlier of the Termination Date or Covenant Defeasance, the Borrower (as Buyer under the Purchase Agreement) shall fail to be in

compliance with Section 6.22(f) of the Purchase Agreement.

THEREUPON: (1) in the

case of an Event of Default other than one referred to in clause (f) or (g) of this Section 6.01 with respect

to the Borrower, the Lender, may, by notice to the Borrower, declare the principal amount then outstanding of, and the accrued interest

on, the Loan and all other amounts payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts shall be

immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly

waived by the Borrower; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of

this Section 6.01 with respect to the Borrower, the principal amount then outstanding of, and the accrued interest on, the

Loan, and all other amounts payable by the Borrower hereunder shall automatically become immediately due and payable without presentment,

demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, upon the occurrence

of any Event of Default the Lender may exercise all rights and remedies available to it under the Loan Documents and applicable law.

Section 6.02.         Application

of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of

Default, after the exercise of remedies provided for in the last paragraph of Section 6.01 (or after the Loan has become

automatically due and payable as set forth in clause (2) of the last paragraph of Section 6.01), all payments received

on account of the Obligations shall be applied by the Lender as follows:

(a)    first,

to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest)

payable to the Lender (including fees and disbursements and other charges of counsel to the Lender payable under Section 8.03) arising

under the Loan Documents;

(b)    second,

to payment of that portion of the Obligations constituting accrued and unpaid charges and interest on the Loan;

to payment of that portion of the Obligations constituting unpaid principal of the Loan;

(d)    fourth,

to the payment in full of all other Obligations owing to the Lender in accordance with the amounts thereof then due and payable; and

(e)    finally,

the balance, if any, after all Obligations have been paid in full, to the Borrower or as otherwise required by law.

- 34 -

Article VII

[Reserved]

Article VIII

Miscellaneous

Section 8.01.         Notices.

(a)    Except

in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),

all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,

mailed by certified or registered mail or sent by telecopy or email, as follows:

(i)             if

to the Borrower, to it at 6363 Main Street, Williamsville, New York 14221-5887, Attention of Timothy J. Silverstein, Treasurer and Principal

Financial Officer (Facsimile No. (716) 857-7856);

(ii)            if

to the Lender, to:

CenterPoint Energy Resources Corp.

1111 Louisiana St., 47th Floor

Houston, Texas 77002

Attn: Monica Karuturi, Executive Vice President and General Counsel

Email: monica.karuturi@centerpointenergy.com

with a copy to (which shall not constitute

notice for any purpose hereunder or under any other Loan Document):

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002

Attention: Shalla Prichard

Email: sprichard@gibsondunn.com

Notices sent by hand or overnight

courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile

shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed

to have been given at the opening of business on the next business day for the recipient).

(b)    Notices

and other communications to the Borrower and the Lender hereunder may be delivered or furnished by using electronic communications (including

e-mail) pursuant to procedures set forth herein or otherwise approved by the Lender.

- 35 -

Unless the Lender otherwise

prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt

of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return

e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be

deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i),

of notification that such notice or communication is available and identifying the website address therefor; provided that, for

both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours

of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day

for the recipient.

party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties

hereto.

Section 8.02.         Waivers;

Amendments.

(a)    No

failure or delay by the Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or

partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude

any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender hereunder are

cumulative and are not exclusive of any rights or remedies that the Lender would otherwise have. No waiver of any provision of this Agreement

or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of

this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without

limiting the generality of the foregoing, the making of the Loan shall not be construed as a waiver of any Default, regardless of whether

the Lender may have had notice or knowledge of such Default at the time.

(b)    Subject

to clause (e) below or as otherwise provided herein or any other Loan Document, neither this Agreement nor any provision hereof

may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered

into by the Borrower and the Lender or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing

entered into by the Lender and the Borrower.

(d)    [reserved].

(e)    If

the Lender and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision

of this Agreement or any other Loan Document, then the Lender and the Borrower shall be permitted to amend, modify or supplement such

provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without

any further action or consent of any other party to this Agreement. Without limiting the last sentence of Section 1.04, if

the Borrower identifies in writing to the Lender a technical non-conformity with financial or accounting terms or definitions used under

the Loan Documents and the Primary Credit Facility within a period of ninety (90) days following the Effective Date, then in either case,

the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent

of any other party to any Loan Documents. In addition, from and after the Effective Date, the Borrower and Lender shall reasonably cooperate

to give effect to any reasonable amendment, waiver or consent necessary in respect of the Loan Documents to give effect to clause

(ii) in the last paragraph of Article V following the written request by Borrower therefor (together with reasonable

supporting information for the basis of such request).

- 36 -

Section 8.03.         Expenses;

Indemnity; Damage Waiver.

(a)    Solely

in respect of matters related to the Loan Documents arising after the Effective Date, the Borrower shall pay (i) all reasonable

out-of-pocket expenses incurred by the Lender and each of its Affiliates (but limited, in the case of legal fees and expenses, to the

actual reasonable and documented fees and out-of-pocket expenses, disbursements and other charges of one law firm as counsel to all such

Persons taken as a whole and, if reasonably necessary, a single local law firm as counsel in any relevant jurisdiction to such Persons,

taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest and to the extent notice thereof is

provided to the Borrower, one additional law firm as counsel to all affected Persons taken as a whole and one additional local counsel

in each relevant jurisdiction to all affected Persons taken as a whole), in connection with the enforcement, collection or protection

of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loan made hereunder,

including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loan.

(b)    Solely

for matters arising after the Effective Date with respect to the Loan and the Loan Documents (and not with respect to any other matter

under the Purchase Agreement or other Purchase Document), the Borrower shall indemnify the Lender and each of its Related Parties (each

such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims

(including intraparty claims), damages and liabilities of any kind and related expenses, including the fees, charges and disbursements

of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result

of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties

hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,

(ii) any Loan or the use of the proceeds therefrom, (iii) [reserved], (iv) any actual or alleged presence or release of

Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability

related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation,

arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding

is brought by the Borrower or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort

or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to

any Indemnitee, be available to the extent that such losses, claims (including intraparty claims), damages or liabilities of any kind

or related expenses are determined by a court or other Governmental Authority of competent jurisdiction by final and nonappealable judgment

to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. This Section 8.03(b) shall

not apply to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

- 37 -

(d)    [Reserved].

(e)    All

amounts due under this Section shall be payable by the Borrower promptly following written demand therefor (together with customary

supporting details and an opportunity to review such materials).

Section 8.04.         Successors

and Assigns.

(a)    The

provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and

assigns permitted hereby, except that (a) the Borrower may not assign or transfer, by operation of law or otherwise, any

of its rights or obligations hereunder without the prior written consent of the Lender, which consent may be given or withheld in the

Lender’s sole discretion (and any such attempted assignment or transfer by the Borrower without such consent shall be null and

void); and (b) the Lender may not assign or otherwise transfer any of its rights or obligations hereunder without the Borrower’s

prior written consent, which consent may be given or withheld in the Borrower’s sole discretion (and any attempted assignment or

transfer by the Lender without such consent shall be null and void); provided that, notwithstanding the foregoing, Lender may

assign its rights and obligations hereunder without Borrower’s consent (i) to CenterPoint Energy, Inc. or any Wholly-Owned

Subsidiary thereof and (ii) to any Person (other than an Ineligible Institution) following the occurrence and during the continuance

of an Event of Default. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the

parties hereto, their respective successors and permitted hereby), any legal or equitable right, remedy or claim under or by reason of

this Agreement.

(b)   (i)            [reserved].

(A)    [reserved];

(B)    [reserved].

(ii)           [reserved].

(iii)          [reserved].

(iv)          The

Lender, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of assignment and

assumption documentation delivered to it and a register for the recordation of the names and addresses of the Lender and principal amount

(and stated interest) of the Loan of the Lender pursuant to the terms hereof from time to time (the “Register”). The

entries in the Register shall be conclusive, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register

pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register

shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior

notice.

- 38 -

(v)           Upon

its receipt of customary and duly completed assignment and assumption documentation executed by an assigning Lender and a permitted assignee

and any written consent to such assignment required by paragraph (a) of this Section, the Lender shall accept such assignment

and assumption documentation and record the information contained therein in the Register. No assignment shall be effective for purposes

of this Agreement unless it has been recorded in the Register as provided in this paragraph.

participations in any amount or denomination are permitted in respect of the Loan or Obligations.

(d)    No

partial assignments in any amount or denomination are permitted in respect of the Loan or Obligations.

Section 8.05.         Survival.

All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered

in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive

the execution and delivery of this Agreement and the making of the Loan, regardless of any investigation made by any such other party

or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty

at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued

interest on the Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.17

and 8.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,

the repayment of the Loan or the termination of this Agreement or any provision hereof.

Section 8.06.         Counterparts:

Integration; Effectiveness; Electronic Signatures.

(a) This

Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute

an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute

the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,

oral or written, relating to the subject matter hereof. There are no unwritten oral agreements between the parties. Except as provided

in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender

shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter

shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

- 39 -

(b)    Delivery

of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any

document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to

Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or

the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature

transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall

be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as

applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like

import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic

Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other

electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity

or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the

case may be; provided that nothing herein shall require the Lender to accept Electronic Signatures in any form or format without its

prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent

the Lender has agreed to accept any Electronic Signature, the Lender shall be entitled to rely on such Electronic Signature purportedly

given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form

of any such Electronic Signature and (ii) upon the request of the Lender, any Electronic Signature shall be promptly followed by

a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all

purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings

or litigation between the Lender and the Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic

means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan

Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the

Lender may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the

form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business,

and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have

the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the

legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the

lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with

respect to any signature pages thereto and (iv) waives any claim against Lender for any Liabilities arising solely from the

Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means

that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower

to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 8.07.         Severability.

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining

provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any

other jurisdiction.

Section 8.08.         [Reserved].

- 40 -

Section 8.09.         Governing

Law; Jurisdiction; Consent to Service of Process.

(a)    This

Agreement shall be construed in accordance with and governed by the law of the State of New York without giving effect to the principles

of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law).

(b)    The

Borrower and the Lender hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of

the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks

subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate

court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of

any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action

or proceeding may (and any such claims, cross-claims or third party claims brought against the Lender or any of its Related Parties may

only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto

agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit

on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Lender may otherwise

have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

Borrower and the Lender hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any

objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

Agreement in any court referred to in the first sentence of paragraph (b) of this Section. Each of the parties hereto hereby irrevocably

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding

in any such court.

(d)    Each

party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01. Nothing

in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 8.10.         WAIVER

OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY

OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO

ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

- 41 -

Section 8.11.         Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this

Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 8.12.         Confidentiality.

(a)    The

Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to

its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it

being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and

instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory

authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations

or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise

of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) [reserved],

(g) [reserved], (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available

other than as a result of a breach of this Section or (ii) becomes available to the Lender on a non-confidential basis from

a source other than the Borrower. For the purposes of this Section, “Information” means all information received

from the Borrower relating to the Borrower or its business, other than any such information that is available to the Lender on a non-confidential

basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date

hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality

of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has

exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential

information.

For

the avoidance of doubt, nothing in this Section 8.12 shall prohibit any Person from voluntarily disclosing or providing any

Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such

entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this Section 8.12

shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

(b)    THE

LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 8.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE

MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT

HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC

INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

- 42 -

Section 8.13.         Interest

Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together

with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),

shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or

reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,

together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and

Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall

be cumulated and the interest and Charges payable to the Lender in respect of other loans or periods shall be increased (but not above

the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable NYFRB Rate to the date of repayment,

shall have been received by the Lender.

Section 8.14.         USA

PATRIOT Act. The Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law

October 26, 2001)) (the “Patriot Act”) hereby notifies the Borrower that pursuant to the requirements of 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 the Lender to identify the Borrower in accordance with the Patriot

Act.

Section 8.15.         No

Fiduciary Duty. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that the Lender will

not have any obligations except those obligations expressly set forth herein and in the other Loan Documents and the Lender is acting

solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions

contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower

agrees that it will not assert any claim against the Lender based on an alleged breach of fiduciary duty by the Lender in connection

with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that the Lender is not

advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower

shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and

appraisal of the transactions contemplated hereby, and the Lender shall have no responsibility or liability to the Borrower with respect

thereto.

In addition, the Borrower

acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that the Lender and its affiliates may have economic

interests that conflict with those of the Borrower and its affiliates. The Lender and its affiliates will not use confidential information

obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower

in connection with the performance by the Lender and its affiliates of services for other companies, and the Lender and its affiliates

will not furnish any such information to other companies. The Borrower also acknowledges that the Lender and its affiliates do not have

any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential

information obtained from other companies.

[Remainder of the page intentionally left

blank]

- 43 -

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

NATIONAL FUEL GAS COMPANY, as the

Borrower

By:

/s/ David P. Bauer

Name:

David P. Bauer

Title:

President and Chief Executive Officer

Signature Page to

Seller Note Agreement

CENTERPOINT ENERGY RESOURCES CORP.,

as the Lender

By:

/s/ Vincent R. Gaeto

Name:

Vincent R. Gaeto

Title:

Senior Vice President – Gas Operations

Signature Page to

Seller Note Agreement

EXHIBIT A

FORM OF PROMISSORY NOTE

[Attached.]

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

[Attached.]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626684d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

For more information,

contact

Communications

Media.Relations@CenterPointEnergy.com

For Immediate Release

CenterPoint Energy completes sale of its Ohio

natural gas business to National Fuel Gas Company for $2.62 billion

HOUSTON – Oct. 1, 2026 – CenterPoint Energy, Inc.

(NYSE: CNP) (“CenterPoint” or the “Company”) today announced that it has successfully completed the previously

announced $2.62 billion sale of its Ohio natural gas Local Distribution Company (LDC) business, Vectren Energy Delivery of Ohio, LLC,

to National Fuel Gas Company (NYSE: NFG), which is headquartered in Western New York. The assets include approximately 5,900 miles of

gas transmission and distribution pipeline serving approximately 335,000 metered customers in West Central Ohio.

The transaction received all required federal and state approvals necessary

to complete the sale, including the completion of a review by the Public Utilities Commission of Ohio. National Fuel will immediately

assume responsibility for serving CenterPoint’s former Ohio natural gas customers.

“I would like to thank our Ohio natural gas employees and the

many team members who support this business for their continued dedication to safety, customer service and operational excellence. Their

commitment has helped build a strong local natural gas utility that has reliably served customers and communities across West Central

Ohio for decades. We are committed to a smooth transition with National Fuel Gas for our Ohio customers,” said CenterPoint Chair

and Chief Executive Officer Jason Wells.

“We remain focused on executing our long-term strategy and

investing in the electric and natural gas systems that serve the customers and communities across our core utility footprint. The

proceeds from this transaction will help support the efficient funding of our $66.7 billion, 10-year capital plan and our continued

efforts to enhance the resiliency and reliability or our infrastructure and facilitate economic growth during one of the most

dynamic periods in our industry’s history while helping keep bills as low as possible,” Wells concluded.

CenterPoint has previously stated that proceeds from the transaction

will support investments across its focused regulated utility footprint.

About CenterPoint Energy, Inc.

As the only investor-owned electric and gas utility based in Texas,

CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation

and natural gas distribution operations that serve nearly 7 million metered customers in Indiana, Minnesota and Texas. As of June 30,

2026, the Company owned approximately $48.3 billion in assets. With approximately 8,800 employees, CenterPoint and its predecessor companies

have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

For more information,

contact

Communications

Media.Relations@CenterPointEnergy.com

For Immediate Release

Forward-Looking Statements

This news release may contain “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All

statements other than statements of historical fact included in this news release are forward-looking statements made in good faith by

us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.

When used in this news release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,”

“potential,” “predict,” “projection,” “should,” “target,” “will” or

other similar words are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions of

management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events

and results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include,

but are not limited to, the execution of the Company’s long-term strategy and capital plan, including planned investments in its

electric and natural gas systems and associated benefits therefrom, use of proceeds from the transaction, and

any other statements that are not historical facts are forward-looking statements. Each forward-looking statement contained in

this news release speaks only as of the date of this news release. Important factors that could cause actual results to differ materially

from those indicated by the provided forward-looking information include risks and uncertainties relating to (1) business

strategies and strategic initiatives involving the Company or its industry; (2) the Company’s ability to fund and invest planned

capital, and the timely recovery of its investments; (3) financial market and general economic conditions; (4) the timing and

impact of future regulatory, legislative and political actions or developments; and (5) other factors discussed in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q

for the quarters ended March 31, 2026 and June 30, 2026 and other reports the Company may file from time to time with the Securities

and Exchange Commission.

###

GRAPHIC

Filename: tm2626684d1_ex99-1img001.jpg · Sequence: 8

Binary file (8750 bytes)

Download tm2626684d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.3

Cover

Oct. 01, 2026

Document Information [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 01, 2026

Entity File Number

1-31447

Entity Registrant Name

CenterPoint Energy, Inc.

Entity Central Index Key

0001130310

Entity Tax Identification Number

74-0694415

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1111

Louisiana Street

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77002

City Area Code

713

Local Phone Number

207-1111

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock [Member]

Document Information [Line Items]

Title of 12(b) Security

Common Stock, $0.01 par value

Trading Symbol

CNP

Security Exchange Name

NYSE

CenterPoint Energy Resources Corp. [Member]

Document Information [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 01, 2026

Entity File Number

1-13265

Entity Registrant Name

CenterPoint Energy Resources Corp.

Entity Central Index Key

0001042773

Entity Tax Identification Number

76-0511406

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1111

Louisiana Street

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77002

City Area Code

713

Local Phone Number

207-1111

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

CenterPoint Energy Resources Corp. [Member] | 6.625% Senior Notes due 2037 [Member]

Document Information [Line Items]

Title of 12(b) Security

6.625% Senior Notes due 2037

Trading Symbol

true

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

dei_LegalEntityAxis=cnp_CenterPointEnergyResourcesCorpMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=cnp_Percent6625SeniorNotesdue2037Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type: