e8vk
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): November 18, 2008
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Texas
|
|
1-31447
|
|
74-0694415 |
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification No.) |
|
|
|
1111 Louisiana |
|
|
Houston, Texas
|
|
77002 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (713) 207-1111
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Texas
|
|
1-3187
|
|
22-3865106 |
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification No.) |
|
|
|
1111 Louisiana |
|
|
Houston, Texas
|
|
77002 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (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):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2008, an amendment to CenterPoint Energy, Inc.s (the Companys) $1.2 billion
bank credit facility became effective. The amendment modifies the financial ratio covenant in that
credit facility by temporarily increasing the permitted ratio of consolidated indebtedness to
EBITDA (as those terms are defined in the facility) from 5 times to 5.5 times. The increased
ratio will be in effect until the earlier of (i) December 31, 2009 or (ii) the date the Companys
electric transmission and distribution subsidiary, CenterPoint Energy Houston Electric, LLC
(CenterPoint Houston), receives proceeds from storm recovery bonds. CenterPoint Houston expects to
seek legislative and regulatory authorization to issue such storm recovery bonds during 2009 to
recover the costs it has incurred in restoring electric service following Hurricane Ike. The
increase in the covenant ratio is expected to increase the amount of additional indebtedness the
Company and its subsidiaries can incur by approximately the amount of the estimated storm
restoration costs during the period CenterPoint Houston is seeking to recover those costs. The
amendment also clarifies that the indebtedness incurred in the planned storm recovery
securitization will not constitute indebtedness for purposes of the covenant calculation. A
conforming amendment to CenterPoint Houstons current bank credit facility regarding the definition
of indebtedness has also been approved by the lenders in that facility.
The amendments described above are filed as Exhibits 4.1 and 4.2 to this report and are
incorporated by reference herein. The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the amendments.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed below are filed herewith.
|
|
|
|
|
|
|
|
|
|
(d) |
|
|
Exhibits. |
|
|
|
|
|
|
|
|
|
|
4.1 |
|
|
Second Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among CenterPoint Energy
Inc., as Borrower, and the banks named therein |
|
|
|
|
|
|
|
|
|
|
4.2 |
|
|
First Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among CenterPoint Houston,
as Borrower, and the banks named therein |
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: November 18, 2008 |
By: |
/s/ Walter L. Fitzgerald
|
|
|
|
Walter L. Fitzgerald |
|
|
|
Senior Vice Presiden 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 HOUSTON ELECTRIC,
LLC
|
|
Date: November 18, 2008 |
By: |
/s/ Walter L. Fitzgerald
|
|
|
|
Walter L. Fitzgerald |
|
|
|
Senior Vice Presiden and Chief
Accounting Officer |
|
EXHIBIT INDEX
|
|
|
EXHIBIT |
|
|
NUMBER |
|
EXHIBIT DESCRIPTION |
|
4.1
|
|
Second Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among
CenterPoint Energy Inc., as Borrower, and the banks named therein |
|
|
|
4.2
|
|
First Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among
CenterPoint Houston, as Borrower, and the banks named therein |
exv4w1
Exhibit 4.1
EXECUTION VERSION
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT, dated as of November 18, 2008 (this Amendment), to the Amended and
Restated Credit Agreement, dated as of June 29, 2007 (as heretofore amended, supplemented or
otherwise modified, the Credit Agreement), among CENTERPOINT ENERGY, INC., a Texas
corporation (Borrower), the banks and other financial institutions from time to time
parties thereto (the Banks), CITIBANK, N.A., as syndication agent (in such capacity, the
Syndication Agent), BARCLAYS BANK PLC, BANK OF AMERICA, N.A. and CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as co-documentation agents, (in such capacities, the Co-Documentation
Agent), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
Administrative Agent).
W I T N E
S S E T H :
WHEREAS, the Borrower, the Banks, the Syndication Agent, the Co-Documentation Agents and the
Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Banks agree to amend a certain provision
contained in the Credit Agreement, and the Banks and the Administrative Agent are agreeable to such
request upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
which are defined in the Credit Agreement are used herein as therein defined.
2. Amendment to Section 1.1 of the Credit Agreement (Certain Defined Terms). Section
1.1 of the Credit Agreement is hereby amended by:
(a) adding the following new definitions in their appropriate alphabetical order:
Covenant Trigger Date means the earlier to occur of (x) the issuance, in one
or more transactions, of Securitization Securities in respect of all Storm Restoration Cost
Recoveries and (y) December 31, 2009.
Second Amendment Effective Date means the date of effectiveness of the Second
Amendment, dated as of November 18, 2008, to this Agreement, which date is November 18,
2008.
Storm Restoration Cost Recoveries means the amount expected or remaining to
be collected from customers in respect of the costs and expenses incurred in the repair or
replacement of the electric transmission and distribution system supporting operations of
CenterPoint Electric and its Consolidated Subsidiaries and related recovery arising from
Hurricane Ike.
(b) amending and restating the definition of Securitization Securities to read as
follows:
Securitization Securities means (i) transition bonds issued pursuant
to the Texas Electric Choice Plan if (and only if) no recourse may be had to the
Borrower or any of its Subsidiaries (or to their respective assets) for the payment
of such obligations, other than the issuer of the bonds and its assets,
provided that payment of transition charges by any retail electric provider
(REP) in accordance with such legislation, whether or not such REP has
collected such charges from the retail electric customers, shall not be deemed
recourse hereunder, including any REP that is a Subsidiary of the Borrower or a
division of an Affiliate of the Borrower or any Affiliate of the Borrower and
(ii) bonds issued to securitize the regulatory assets and related rights of the
Borrower or any of its Subsidiaries arising in connection with the recovery of the
costs or restoration, repair and related matters following Hurricane Ike if (and
only if) recourse for the payment of debt service of such bonds is limited to such
regulatory assets and related rights; it being understood that obligations of the
servicer in the form of standard servicer undertakings shall not constitute
recourse..
3. Amendment to Section 7.2(a) of the Credit Agreement (Financial Ratios). Section
7.2(a) of the Credit Agreement is hereby amended by deleting the chart set forth there in its
entirety and inserting in lieu thereof the following new chart:
|
|
|
Period |
|
Ratio |
Closing Date through December 31, 2007
|
|
5.25:1.00 |
January 1, 2008 through the Second Amendment Effective Date
|
|
5.00:1.00 |
Second Amendment Effective Date until the Covenant Trigger Date
|
|
5.50:1.00 |
Covenant Trigger Date through the Term Loan Maturity Date
|
|
5.00:1.00 |
4. Conditions to Effectiveness. This Amendment shall become effective as of the date
set forth above upon satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received counterparts of this Amendment
executed by Borrower and the Majority Banks in accordance with Section 10.1 of the Credit
Agreement;
(b) the Administrative Agent shall have received an amendment fee in an amount equal to
0.125% of the Commitment of each Bank which delivers its signature page to this Amendment on
or before 5:00 P.M., New York time, on Friday, November 14, 2008; and
(c) all corporate and other proceedings, and all documents, instruments and other legal
matters in connection with this Amendment shall be in form and substance reasonably
satisfactory to the Administrative Agent.
5. Reference to and Effect on the Loan Documents; Limited Effect. On and after the
date hereof and the satisfaction of the conditions contained in Section 4 of this Amendment, each
reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to the
Credit Agreement, thereunder, thereof or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under any
of the Loan Documents, nor constitute a waiver of any provisions of any of the Loan Documents.
Except as expressly amended herein, all of the provisions and covenants of the Credit Agreement and
the other Loan Documents are and shall continue to remain in full force and effect in accordance
with the terms thereof and are hereby in all respects ratified and confirmed.
6. Representations and Warranties. The Borrower, as of the date hereof and after
giving effect to this Amendment, hereby confirms, reaffirms and restates the representations and
warranties made by it in Article VI of the Credit Agreement and otherwise in the Loan Documents to
which it is a party (except for those representations or warranties or parts thereof that, by their
terms, expressly relate solely to a specific date, in which case such representations and
warranties shall be true and correct in all material respects as of such specific date);
provided that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.
7. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent.
8. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts (which may include counterparts delivered by facsimile
transmission) and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. Any executed counterpart delivered by facsimile transmission shall be effective
as an original for all purposes hereof. The execution and delivery of this Amendment by any Bank
shall be binding upon each of its successors and assigns (including Transferees of its Commitments
and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its
Commitments and Loans, including any acquired subsequent to its execution and delivery hereof and
prior to the effectiveness hereof.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above.
|
|
|
|
|
|
CENTERPOINT ENERGY, INC.
|
|
|
By: |
/s/ Marc Kilbride
|
|
|
|
Name: |
Marc Kilbride |
|
|
|
Title: |
Vice President & Treasurer |
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A., as Administrative
Agent and as a Bank
|
|
|
By: |
/s/ Robert W. Traband
|
|
|
|
Name: |
Robert W. Traband |
|
|
|
Title: |
Executive Director |
|
|
|
|
|
|
|
|
CITIBANK, N.A., as Syndication Agent and as a Bank
|
|
|
By: |
/s/ Nietzsche Rodricks
|
|
|
|
Name: |
Nietzsche Rodricks |
|
|
|
Title: |
Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
ABN AMRO BANK N.V., as a Bank
|
|
|
|
|
|
|
|
|
By: |
/s/ R. Scott Donaldson
|
|
|
|
Name: |
R. Scott Donaldson |
|
|
|
Title: |
Director |
|
|
|
|
|
|
By: |
/s/ Todd Vaubel
|
|
|
|
Name: |
Todd Vaubel |
|
|
|
Title: |
Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
Bank of America, N.A., as a Bank
|
|
|
|
|
|
|
|
|
By: |
/s/ Richard Stein
|
|
|
|
Name: |
Richard Stein |
|
|
|
Title: |
Senior Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
The Bank of Nova Scotia, as a Bank
|
|
|
|
|
|
|
|
|
By: |
/s/ Thane Rattew
|
|
|
|
Name: |
Thane Rattew |
|
|
|
Title: |
Director |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as a Bank
|
|
|
By: |
/s/ Alan Reiter
|
|
|
|
Name: |
Alan Reiter |
|
|
|
Title: |
Authorized Signatory |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
Barclays Bank PLC, as a Bank
|
|
|
|
|
|
|
|
|
By: |
/s/ Nicholas A. Bell
|
|
|
|
Name: |
Nicholas A. Bell |
|
|
|
Title: |
Director |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
Comerica Bank, as a Bank
|
|
|
|
|
|
|
|
|
By: |
/s/ Joey Powell
|
|
|
|
Name: |
Joey Powell |
|
|
|
Title: |
Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as a Bank
|
|
|
By: |
/s/ Rianka Mohan
|
|
|
|
Name: |
Rianka Mohan |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
By: |
/s/ Morenikeji Ajayi
|
|
|
|
Name: |
Morenikeji Ajayi |
|
|
|
Title: |
Associate |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
|
|
|
By: |
/s/ Marcus Tarkington
|
|
|
|
Name: |
Marcus Tarkington |
|
|
|
Title: |
Director |
|
|
|
|
|
|
By: |
/s/ Rainer Meier
|
|
|
|
Name: |
Rainer Meier |
|
|
|
Title: |
Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
HSBC Bank USA, National Association, as a Bank
|
|
|
By: |
/s/ Jennifer Diedzic
|
|
|
|
Name: |
Jennifer Diedzic |
|
|
|
Title: |
Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
MORGAN STANLEY BANK, as a Bank
|
|
|
By: |
/s/ Daniel Twenge
|
|
|
|
Name: |
Daniel Twenge |
|
|
|
Title: |
Authorized Signatory |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
The Northern Trust Company, as a Bank
|
|
|
By: |
/s/ Keith Burson
|
|
|
|
Name: |
Keith Burson |
|
|
|
Title: |
Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
Royal Bank of Canada, as a Bank
|
|
|
By: |
/s/ Jay T. Sartain
|
|
|
|
Name: |
Jay T. Sartain |
|
|
|
Title: |
Authorized Signatory |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
The Royal Bank of Scotland plc, as a Bank
|
|
|
By: |
/s/ Belinda Tucker
|
|
|
|
Name: |
Belinda Tucker |
|
|
|
Title: |
Senior Vice President |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
Sun Trust Bank, as a Bank
|
|
|
By: |
/s/ Andrew Johnson
|
|
|
|
Name: |
Andrew Johnson |
|
|
|
Title: |
Director |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
UBS Loan Finance LLC, as a Bank
|
|
|
By: |
/s/ Irja R. Otsa
|
|
|
|
Name: |
Irja R. Otsa |
|
|
|
Title: |
Associate Director |
|
|
|
|
|
|
By: |
/s/ Mary B. Evans
|
|
|
|
Name: |
Mary B. Evans |
|
|
|
Title: |
Associate Director |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
Wachovia Bank, N.A., as a Bank
|
|
|
By: |
/s/ Henry R. Biedrzycki
|
|
|
|
Name: |
Henry R. Biedrzycki |
|
|
|
Title: |
Director |
|
Signature Page
Second Amendment to CenterPoint Credit Agreement
|
|
|
|
|
|
Wells Fargo Bank, National Association, as a Bank
|
|
|
By: |
/s/ Scott D. Bjeide
|
|
|
|
Name: |
Scott D. Bjeide |
|
|
|
Title: |
Senior Vice President |
|
|
exv4w2
Exhibit 4.2
EXECUTION VERSION
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT, dated as of November 18, 2008 (this Amendment), to the Amended and
Restated Credit Agreement, dated as of June 29, 2007 (as heretofore amended, supplemented or
otherwise modified, the Credit Agreement), among CENTERPOINT ENERGY HOUSTON ELECTRIC,
LLC, a Texas limited liability company (Borrower), the banks and other financial
institutions from time to time parties thereto (the Banks), BARCLAYS BANK PLC and
WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agent (in such capacity, the
Co-Syndication Agents), UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as
co-documentation agents (in such capacities, the Co-Documentation Agents), and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent).
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Co-Syndication Agents, the Co-Documentation Agents and
the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Banks agree to amend a certain provision
contained in the Credit Agreement, and the Banks and the Administrative Agent are agreeable to such
request upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
which are defined in the Credit Agreement are used herein as therein defined.
2. Amendment to Section 1.1 of the Credit Agreement (Certain Defined Terms). Section
1.1 of the Credit Agreement is hereby amended by amending and restating the definition of
Securitization Securities to read as follows:
Securitization Securities means (i) transition bonds issued pursuant
to the Texas Electric Choice Plan if (and only if) no recourse may be had to the
Borrower or any of its Subsidiaries (or to their respective assets) for the payment
of such obligations, other than the issuer of the bonds and its assets,
provided that payment of transition charges by any retail electric provider
(REP) in accordance with such legislation, whether or not such REP has
collected such charges from the retail electric customers, shall not be deemed
recourse hereunder, including any REP that is a Subsidiary of the Borrower or a
division of an Affiliate of the Borrower or any Affiliate of the Borrower and
(ii) bonds issued to securitize the regulatory assets and related rights of the
Borrower or any of its Subsidiaries arising in connection with the recovery of the
costs or restoration, repair and related matters following Hurricane Ike if (and
only if) recourse for the payment of debt service of such bonds is limited to such
regulatory assets and related rights; it being understood that obligations of the
servicer in the form of standard servicer undertakings shall not constitute
recourse..
3. Conditions to Effectiveness. This Amendment shall become effective as of the date
set forth above upon satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received counterparts of this Amendment
executed by Borrower and the Majority Banks in accordance with Section 10.1 of the Credit
Agreement; and
(b) all corporate and other proceedings, and all documents, instruments and other legal
matters in connection with this Amendment shall be in form and substance reasonably
satisfactory to the Administrative Agent.
4. Reference to and Effect on the Loan Documents; Limited Effect. On and after the
date hereof and the satisfaction of the conditions contained in Section 4 of this Amendment, each
reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to the
Credit Agreement, thereunder, thereof or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under any
of the Loan Documents, nor constitute a waiver of any provisions of any of the Loan Documents.
Except as expressly amended herein, all of the provisions and covenants of the Credit Agreement and
the other Loan Documents are and shall continue to remain in full force and effect in accordance
with the terms thereof and are hereby in all respects ratified and confirmed.
5. Representations and Warranties. The Borrower, as of the date hereof and after
giving effect to this Amendment, hereby confirms, reaffirms and restates the representations and
warranties made by it in Article VI of the Credit Agreement and otherwise in the Loan Documents to
which it is a party (except for those representations or warranties or parts thereof that, by their
terms, expressly relate solely to a specific date, in which case such representations and
warranties shall be true and correct in all material respects as of such specific date);
provided that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.
6. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent.
7. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts (which may include counterparts delivered by facsimile
transmission) and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. Any executed counterpart delivered by facsimile transmission shall be effective
as an original for all purposes hereof. The execution and delivery of this Amendment by any Bank
shall be binding upon each of its successors and assigns (including Transferees of its Commitments
and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its
Commitments and Loans, including any acquired subsequent to its execution and delivery hereof and
prior to the effectiveness hereof.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above.
|
|
|
|
|
|
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
|
|
|
By: |
/s/ Marc Kilbride
|
|
|
|
Name: |
Marc Kilbride |
|
|
|
Title: |
Vice President & Treasurer |
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A., as Administrative
Agent and as a Bank
|
|
|
By: |
/s/ Robert W. Traband
|
|
|
|
Name: |
Robert W. Traband |
|
|
|
Title: |
Executive Director |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
ABN AMRO BANK N.V., as a Bank
|
|
|
By: |
/s/ R. Scott Donaldson
|
|
|
|
Name: |
R. Scott Donaldson |
|
|
|
Title: |
Director |
|
|
|
|
|
|
By: |
/s/ Todd Vaubel
|
|
|
|
Name: |
Todd Vaubel |
|
|
|
Title: |
Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Bank of America, N.A., as a Bank
|
|
|
By: |
/s/ Richard Stein
|
|
|
|
Name: |
Richard Stein |
|
|
|
Title: |
Senior Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
The Bank of Nova Scotia, as a Bank
|
|
|
By: |
/s/ Thane Rattew
|
|
|
|
Name: |
Thane Rattew |
|
|
|
Title: |
Director |
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as a Bank
|
|
|
By: |
/s/ Alan Reiter
|
|
|
|
Name: |
Alan Reiter |
|
|
|
Title: |
Authorized Signatory |
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Barclays Bank PLC, as a Bank
|
|
|
By: |
/s/ Nicholas A. Bell
|
|
|
|
Name: |
Nicholas A. Bell |
|
|
|
Title: |
Director |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
CITIBANK, N.A., as a Bank
|
|
|
By: |
/s/ Nietzsche Rodricks
|
|
|
|
Name: |
Nietzsche Rodricks |
|
|
|
Title: |
Vice President |
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Comerica Bank, as a Bank
|
|
|
By: |
/s/ Joey Powell
|
|
|
|
Name: |
Joey Powell |
|
|
|
Title: |
Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as a Bank
|
|
|
By: |
/s/ Rianka Mohan
|
|
|
|
Name: |
Rianka Mohan |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
By: |
/s/ Morenikeji Ajayi
|
|
|
|
Name: |
Morenikeji Ajayi |
|
|
|
Title: |
Associate |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
|
|
|
By: |
/s/ Marcus Tarkington
|
|
|
|
Name: |
Marcus Tarkington |
|
|
|
Title: |
Director |
|
|
|
|
|
|
By: |
/s/ Rainer Meier
|
|
|
|
Name: |
Rainer Meier |
|
|
|
Title: |
Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
HSBC Bank USA, National Association, as a Bank
|
|
|
By: |
/s/ Jennifer Diedzic
|
|
|
|
Name: |
Jennifer Diedzic |
|
|
|
Title: |
Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
MORGAN STANLEY BANK, as a Bank
|
|
|
By: |
/s/ Daniel Twenge
|
|
|
|
Name: |
Daniel Twenge |
|
|
|
Title: |
Authorized Signatory |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
The Northern Trust Company, as a Bank
|
|
|
By: |
/s/ Keith Burson
|
|
|
|
Name: |
Keith Burson |
|
|
|
Title: |
Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Royal Bank of Canada, as a Bank
|
|
|
By: |
/s/ Jay T. Sartain
|
|
|
|
Name: |
Jay T. Sartain |
|
|
|
Title: |
Authorized Signatory |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
The Royal Bank of Scotland plc, as a Bank
|
|
|
By: |
/s/ Belinda Tucker
|
|
|
|
Name: |
Belinda Tucker |
|
|
|
Title: |
Senior Vice President |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Sun Trust Bank, as a Bank
|
|
|
By: |
/s/ Andrew Johnson
|
|
|
|
Name: |
Andrew Johnson |
|
|
|
Title: |
Director |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
UBS Loan Finance LLC, as a Bank
|
|
|
By: |
/s/ Irja R. Otsa
|
|
|
|
Name: |
Irja R. Otsa |
|
|
|
Title: |
Associate Director |
|
|
|
|
|
|
By: |
/s/ Mary B. Evans
|
|
|
|
Name: |
Mary B. Evans |
|
|
|
Title: |
Associate Director |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Wachovia Bank, N.A., as a Bank
|
|
|
By: |
/s/ Henry R. Biedrzycki
|
|
|
|
Name: |
Henry R. Biedrzycki |
|
|
|
Title: |
Director |
|
|
Signature Page to
First Amendment to CEHE Credit Agreement
|
|
|
|
|
|
Wells Fargo Bank, National Association, as a Bank
|
|
|
By: |
/s/ Scott D. Bjeide
|
|
|
|
Name: |
Scott D. Bjeide |
|
|
|
Title: |
Senior Vice President |
|
|