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): June 16, 2017
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Texas | 1-31447 | 74-0694415 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1111 Louisiana Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s 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 of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1111 Louisiana Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 207-1111
CENTERPOINT ENERGY RESOURCES CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13265 | 76-0511406 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1111 Louisiana Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s 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):
| ☐ | 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)) |
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 16, 2017, (i) CenterPoint Energy, Inc. (“CenterPoint”), JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto entered into a First Amendment to Amended and Restated Credit Agreement (the “CenterPoint Amendment”), amending CenterPoint’s Amended and Restated Credit Agreement dated as of March 3, 2016 (the “CenterPoint Credit Agreement), (ii) CenterPoint’s wholly-owned subsidiary, CenterPoint Energy Houston Electric, LLC (“Houston Electric”), Mizuho Bank, Ltd., as administrative agent, and the banks party thereto entered into a First Amendment to Credit Agreement (the “Houston Electric Amendment”), amending Houston Electric’s Credit Agreement dated as of March 3, 2016 (the “Houston Electric Credit Agreement”) and (iii) CenterPoint’s wholly-owned subsidiary, CenterPoint Energy Resources Corp. (“CERC”), Wells Fargo Bank, National Association, as administrative agent, and the banks party thereto entered into a First Amendment to Credit Agreement (the “CERC Amendment” and, together with the CenterPoint Amendment and the Houston Electric Amendment, the “Amendments”), amending CERC’s Credit Agreement dated as of March 3, 2016 (the “CERC Credit Agreement” and together with the CenterPoint Credit Agreement and the Houston Electric Credit Agreement, the “Credit Agreements”).
The CenterPoint Amendment and CERC Amendment increase the aggregate commitments under the CenterPoint Credit Agreement and CERC Credit Agreement from $1.6 billion to $1.7 billion and $600 million to $900 million, respectively. No changes were made to the aggregate commitments under the Houston Electric Credit Agreement. In addition, the Amendments extend the maturity date of the commitments from March 3, 2021 to March 3, 2022 and terminate the swingline loan subfacility under each Credit Agreement.
The Amendments are filed as Exhibits 4.1, 4.2 and 4.3 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. The agreements included as exhibits are included only to provide information to investors regarding their terms. The agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and such agreements should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
| (d) | Exhibits. |
| EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
| 4.1 | First Amendment to Amended and Restated Credit Agreement, dated June 16, 2017 by and among CenterPoint Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto. | |
| 4.2 | First Amendment to Credit Agreement, dated June 16, 2017 by and among CenterPoint Energy Houston Electric, LLC, Mizuho, Ltd., as administrative agent, and the banks party thereto. | |
| 4.3 | First Amendment to Credit Agreement, dated June 16, 2017 by and among CenterPoint Energy Resources Corp., Wells Fargo Bank, National Association, as administrative agent, and the banks party thereto. | |
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: June 19, 2017 | By: | /s/ Kristie L. Colvin | ||||
| Kristie L. Colvin | ||||||
| Senior 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 HOUSTON ELECTRIC, LLC | ||||||
| Date: June 19, 2017 | By: | /s/ Kristie L. Colvin | ||||
| Kristie L. Colvin | ||||||
| Senior 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: June 19, 2017 | By: | /s/ Kristie L. Colvin | ||||
| Kristie L. Colvin | ||||||
| Senior Vice President and | ||||||
| Chief Accounting Officer | ||||||
EXHIBIT INDEX
| EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
| 4.1 | First Amendment to Amended and Restated Credit Agreement, dated June 16, 2017 by and among CenterPoint Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto. | |
| 4.2 | First Amendment to Credit Agreement, dated June 16, 2017 by and among CenterPoint Energy Houston Electric, LLC, Mizuho, Ltd., as administrative agent, and the banks party thereto. | |
| 4.3 | First Amendment to Credit Agreement, dated June 16, 2017 by and among CenterPoint Energy Resources Corp., Wells Fargo Bank, National Association, as administrative agent, and the banks party thereto. | |
Exhibit 4.1
EXECUTION VERSION
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 16, 2017 (this “Amendment”), is by and among CENTERPOINT ENERGY, INC., a Texas corporation (the “Borrower”), each Bank, each Issuing Bank and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Issuing Banks and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of March 3, 2016 (the “Credit Agreement”), for the purposes and consideration therein expressed; and
WHEREAS, the Borrower has requested (a) an increase in the Total Commitments pursuant to Section 2.6 of the Credit Agreement, (b) an extension of the Maturity Date pursuant to Section 2.7 of the Credit Agreement and (c) certain other amendments to the Credit Agreement, and, pursuant hereto, the Borrower, the Administrative Agent, the Banks and Issuing Banks party hereto desire to amend the Credit Agreement to effect such increase, extension and amendments as and upon the terms and subject to the conditions set forth herein (the Credit Agreement, as amended hereby, the “Amended Credit Agreement”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment which are defined in the Credit Agreement, shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.3 of the Credit Agreement shall apply to this Amendment.
SECTION 2. Amendments to the Credit Agreement. Effective as of the Amendment Effective Date (as defined in Section 4):
(a) Commitment Increase.
(i) Schedule 1.1(A) (Schedule of Commitments and Addresses) of the Credit Agreement is amended and restated in its entirety with a new Schedule 1.1(A) annexed hereto as Exhibit A (the “New Schedule 1.1(A)”);
(ii) the amount of the Total Commitments is $1,700,000,000;
(iii) each Bank whose Commitment amount set forth opposite such Bank’s name on the New Schedule 1.1(A) is greater than such Bank’s Commitment in effect immediately prior to giving effect to this Amendment increases its Commitment such that, after giving effect to this Amendment, such Bank has a Commitment in the amount set forth opposite its name on the New Schedule 1.1(A);
(iv) for purposes of Section 2.6(a)(iv) of the Credit Agreement, the Administrative Agent and each Issuing Bank confirm that each Bank described in the immediately preceding clause (iii) is satisfactory and is approved; and
(v) any notice or notice period specified in Section 2.6 of the Credit Agreement as a condition to such extension is waived.
(b) Maturity Date Extension.
(i) The definition of “Maturity Date” set forth in Section 1.1 of the Credit Agreement is amended by deleting the text “March 3, 2021” contained therein and inserting the text “March 3, 2022” in lieu thereof;
(ii) any notice or notice period specified in Section 2.7 of the Credit Agreement as a condition to such extension is waived; and
(iii) the Borrower shall only have the ability to extend the Maturity Date pursuant to Section 2.7 of the Credit Agreement for one additional one-year period.
(c) Termination of Swingline Loan Subfacility.
(i) The Swingline Commitment is terminated in full; provided, however, that such termination shall not reduce or otherwise affect the Total Commitments or the obligation of each Bank to make Revolving Loans and to participate in L/C Obligations as and to the extent set forth in the Amended Credit Agreement;
(ii) the Borrower is no longer permitted to request, and the Swingline Lender is no longer obligated to make, any Swingline Loan pursuant to the Amended Credit Agreement;
(iii) each provision and term in any Loan Document related to Swingline Loans is deemed to be deleted therefrom, including, without limitation, Section 2.4 of the Credit Agreement and the definitions of “Swingline Commitment”, “Swingline Exposure”, Swingline Lender”, “Swingline Loan” and “Swingline Loan Note” set forth in the Credit Agreement and references to such provisions and terms in any other Loan Document; and
(iv) each Swingline Loan Note is deemed cancelled.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof:
(a) both immediately before and immediately after giving effect to this Amendment, all representations and warranties of the Borrower contained in Section 6.1 of the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that any representation or warranty is qualified by materiality in the text thereof, in which case such representation or warranty is true and correct in all respects), 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 are true and correct in all material respects as of such specific date;
2
(b) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default exists;
(c) the execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action; and
(d) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;
(b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;
(c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Baker Botts L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and
(e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.
3
SECTION 5. Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts (or counterpart signature pages), each of which counterparts shall be an original but all of which together shall constitute one instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or other electronic transmission shall be as effective as delivery of a manually executed counterpart 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 Revolving Loans, in whole or in part, prior to the effectiveness hereof) and binding in respect of all of its Commitments and Revolving Loans, including any acquired subsequent to its execution and delivery of this Amendment and prior to the effectiveness hereof.
SECTION 7. Effect of Amendment. From and after the effectiveness of this Amendment, each reference to “hereof”, “hereunder”, “herein”, “hereby” and “this Agreement” contained in the Credit Agreement, each reference to “thereof”, “thereunder”, “therein”, “thereby” and “the Credit Agreement” contained in the other Loan Documents, and each other similar reference contained in the Credit Agreement and the other Loan Documents, shall refer to the Amended Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent or the Banks under the Credit Agreement or under any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.
SECTION 8. Headings. Section and subsection headings in this Amendment are for convenience of reference only, and are not part of, and are not to be taken into consideration in interpreting, this Amendment.
SECTION 9. Entire Agreement. This Amendment and the other Loan Documents represent the agreement of the Borrower, the Administrative Agent and the Banks with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Bank relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| CENTERPOINT ENERGY, INC., as the Borrower | ||
| By: | /s/ Carla Kneipp | |
| Name: | Carla Kneipp | |
| Title: | Vice President and Treasurer | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender, an Issuing Bank and a Bank | ||
| By: | /s/ Juan Javellana | |
| Name: | Juan Javellana | |
| Title: | Executive Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| MIZUHO BANK, LTD, as a Bank | ||
| By: | /s/ Nelson Chang | |
| Name: | Nelson Chang | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ Frederick W. Price | |
| Name: | Frederick W. Price | |
| Title: | Managing Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| BANK OF AMERICA, N.A., as an Issuing Bank and a Bank | ||
| By: | /s/ JB Meanor | |
| Name: | JB Meanor | |
| Title: | Managing Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| CITIBANK, N.A., as a Bank | ||
| By: | /s/ Richard Rivera | |
| Name: | Richard Rivera | |
| Title: | Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Issuing Bank and a Bank | ||
| By: | /s/ Jeffrey Flagg | |
| Name: | Jeffrey Flagg | |
| Title: | Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| THE ROYAL BANK OF CANADA, as a Bank | ||
| By: | /s/ Frank Lambrinos | |
| Name: | Frank Lambrinos | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| BARCLAYS BANK PLC, as a Bank | ||
| By: | /s/ Christopher Aitkin | |
| Name: | Christopher Aitkin | |
| Title: | Assistant Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Bank | ||
| By: | /s/ Christopher Day | |
| Name: | Christopher Day | |
| Title: | Authorized Signatory | |
| By: | /s/ Karim Rahimtoola | |
| Name: | Karim Rahimtoola | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank | ||
| By: | /s/ Virginia Cosenza | |
| Name: | Virginia Cosenza | |
| Title: | Vice President | |
| By: | /s/ Yvonne Tilden | |
| Name: | Yvonne Tilden | |
| Title: | Managing Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| REGIONS BANK, as a Bank | ||
| By: | /s/ Brian Walsh | |
| Name: | Brian Walsh | |
| Title: | Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| U.S. BANK NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ James O’Shaughnessy | |
| Name: | James O’Shaughnessy | |
| Title: | Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| GOLDMAN SACHS BANK USA, as a Bank | ||
| By: | /s/ Josh Rosenthal | |
| Name: | Josh Rosenthal | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| MORGAN STANLEY BANK, N.A., as a Bank | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| PNC BANK, NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ Jon R Hinard | |
| Name: | Jon R Hinard | |
| Title: | Managing Director | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| TD BANK, N.A., as a Bank | ||
| By: | /s/ Shannon Batchman | |
| Name: | Shannon Batchman | |
| Title: | Senior Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| COMERICA BANK, as a Bank | ||
| By: | /s/ L. J. Perenyi | |
| Name: | L. J. Perenyi | |
| Title: | Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| THE BANK OF NEW YORK MELLON, as a Bank | ||
| By: | /s/ Hussam S. Alsahlani | |
| Name: | Hussam S. Alsahlani | |
| Title: | Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
| THE NORTHERN TRUST COMPANY, as a Bank | ||
| By: | /s/ Keith L. Burson | |
| Name: | Keith L. Burson | |
| Title: | Senior Vice President | |
[Signature Page to First Amendment to Amended and Restated CNP Credit Agreement]
EXHIBIT A
SCHEDULE 1.1(A)
SCHEDULE OF COMMITMENTS AND ADDRESSES
| Names and Address of Banks |
Commitment | |||
| JPMorgan Chase Bank, N.A. JPMorgan Loan Services 1111 Fannin Street, 10th Floor Houston, TX 77002 Attn: Omar Jones Tel: 713-750-7912 Telecopy: 713-750-2666 omar.e.jones@jpmorgan.com |
$ | 115,550,000.00 | ||
| Mizuho Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020 Attn: Flora Lio Tel: 201-626-3516 Telecopy: 212-282-4486 lau_uscorp1@mizuhocbus.com |
$ | 115,550,000.00 | ||
| Wells Fargo Bank, National Association 301 College St., 11th Floor MAC: D1053-115 Charlotte, NC 28202 Attn: Patrick Engel Tel: 704-374-2385 Telecopy: 702-410-0331 patrick.d.engel@wellsfargo.com |
$ | 115,550,000.00 | ||
| Bank of America, N.A. 100 North Tryon Street; NC1-007-17-18 Charlotte, NC 28255 Attn: Michael Mason Tel: 980-683-1839 Telecopy: 980-233-7196 Michael.Mason@baml.com |
$ | 115,550,000.00 | ||
Schedule 1.1(A) to Amended and Restated CNP Credit Agreement
| Names and Address of Banks |
Commitment | |||
| Citibank, N.A. 388 Greenwich Street, 31st Floor New York, NY 10013 Attn: Ashwani Khubani Tel: 212.816.3690 Telecopy: 646.291.1602 ashwani.khubani@citi.com |
$ | 115,550,000.00 | ||
| Royal Bank of Canada Three World Financial Center New York, NY 10281 Tel: 212-858-7374 Telecopy: 212-428-6201 frank.lambrinos@rbccm.com |
$ | 115,550,000.00 | ||
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch 1251 Avenue of the Americas, 10th Floor New York, NY 10020-1104 Attn: Nadia Sleiman Tel: 212-782-6974 Telecopy: 212-782-6440 nsleiman@us.mufg.jp |
$ | 115,550,000.00 | ||
| Barclays Bank PLC c/o Barclays Capital 745 7th Avenue, 26th Floor New York, NY 10019 Attn: May Huang Tel: 212-526-0787 Telecopy: 212-526-5115 May.Huang@barcap.com |
$ | 97,910,000.00 | ||
| Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York NY 10010 Attn: Shweta Kharva Tel: 9199944787 Telecopy: 1-866-469-3871 shweta.kharva@creditsuisse.com 18664693871@docs.ldsprod.com |
$ | 97,910,000.00 | ||
Schedule 1.1(A) to Amended and Restated CNP Credit Agreement
| Names and Address of Banks |
Commitment | |||
| Deutsche Bank AG New York Branch c/o Deutsche Bank Securities Inc. Attn: Sal Vitale / Lidia Suter 60 Wall Street New York, NY 10005 Tel: 212-250-0228 / 212-250-8232 sal.vitale@db.com / lidia.suter@db.com |
$ | 97,910,000.00 | ||
| Regions Bank 5005 Woodway Drive, Ste. 110 Houston, TX 77056 Attn: Joey Powell Tel: 713 426-7236 Telecopy: 713-426-7180 joey.powell@regions.com |
$ | 97,910,000.00 | ||
| U.S. Bank National Association 461 Fifth Avenue, 7th Floor New York, NY 10017 Attn: James O’Shaughnessy Tel: 917-326-3924 Telecopy: 646-935-4533 james.oshaughnessy@usbank.com |
$ | 97,910,000.00 | ||
| Goldman Sachs Bank USA c/o Goldman, Sachs & Co. 30 Hudson St., 38th Floor Jersey City, NJ 07302 Attn: Lauren Day Tel: 212-934-3921 Telecopy: 917-977-3966 gsd.link@gs.com |
$ | 74,900,000.00 | ||
| Morgan Stanley Bank, N.A. 1300 Thames Street Wharf, 4th Floor Baltimore, MD 21231 Attn: Steve Delany Tel: 443-627-4326 Telecopy: 212-404-9645 doc4secportfolio@morganstanley.com |
$ | 74,900,000.00 | ||
Schedule 1.1(A) to Amended and Restated CNP Credit Agreement
| Names and Address of Banks |
Commitment | |||
| PNC Bank, National Association Attn: Madeline Moran Corporate & Institutional Banking The Tower at PNC Plaza, 10th Floor 300 Fifth Avenue Pittsburgh, PA 15222 Tel: 412-762-3045 Telecopy: 412-762-2684 Mailstop: PT-PTWR-10-3 MADELINE.MORAN@PNC.COM |
$ | 74,900,000.00 | ||
| TD Bank, N.A. 444 Madison Ave., 2nd Floor New York, NY 10022 Attn: Vijay Prasad & Thomas Casey Tel: 646-652-1427 / 212-827-2786 Telecopy: 212-308-0486 Vijay.Prasad2@td.com / Thomas.Casey@tdsecurities.com |
$ | 74,900,000.00 | ||
| Comerica Bank 910 Louisiana St. Ste 410 Houston, TX 77002 Attn: Joey Powell Tel: 713-220-5527 Telecopy: 713-220-5631 jbpowell@comerica.com |
$ | 34,000,000.00 | ||
| The Bank of New York Mellon BNY Mellon Center, 36th Floor 500 Grant Street Pittsburgh, PA 15258-0001 Attn: Hussam Alsahlani Tel: 412-234-5624 Telecopy: 412-236-1914 hussam.alsahlani@bnymellon.com |
$ | 34,000,000.00 | ||
| The Northern Trust Company 50 S LaSalle, M28 Chicago, IL 60603 Attn: Keith Burson Tel: 312-444-3099 Telecopy: 312-557-1425 KB101@ntrs.com |
$ | 34,000,000.00 | ||
|
|
|
|||
| Total |
$ | 1,700,000,000 | ||
|
|
|
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Schedule 1.1(A) to Amended and Restated CNP Credit Agreement
Exhibit 4.2
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16, 2017 (this “Amendment”), is by and among CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a Texas limited liability company (the “Borrower”), each Bank, each Issuing Bank and MIZUHO BANK, LTD., as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Issuing Banks and the Administrative Agent are parties to that certain Credit Agreement, dated as of March 3, 2016 (the “Credit Agreement”), for the purposes and consideration therein expressed; and
WHEREAS, the Borrower has requested (a) an extension of the Maturity Date pursuant to Section 2.7 of the Credit Agreement and (b) certain other amendments to the Credit Agreement, and, pursuant hereto, the Borrower, the Administrative Agent, the Banks and Issuing Banks party hereto desire to amend the Credit Agreement to effect such extension and amendments as and upon the terms and subject to the conditions set forth herein (the Credit Agreement, as amended hereby, the “Amended Credit Agreement”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment which are defined in the Credit Agreement, shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.3 of the Credit Agreement shall apply to this Amendment.
SECTION 2. Amendments to the Credit Agreement. Effective as of the Amendment Effective Date (as defined in Section 4):
(a) Maturity Date Extension.
(i) The definition of “Maturity Date” set forth in Section 1.1 of the Credit Agreement is amended by deleting the text “March 3, 2021” contained therein and inserting the text “March 3, 2022” in lieu thereof;
(ii) any notice or notice period specified in Section 2.7 of the Credit Agreement as a condition to such extension is waived; and
(iii) the Borrower shall only have the ability to extend the Maturity Date pursuant to Section 2.7 of the Credit Agreement for one additional one-year period.
(b) Termination of Swingline Loan Subfacility.
(i) The Swingline Commitment is terminated in full; provided, however, that such termination shall not reduce or otherwise affect the Total Commitments or the obligation of each Bank to make Revolving Loans and to participate in L/C Obligations as and to the extent set forth in the Amended Credit Agreement;
(ii) the Borrower is no longer permitted to request, and the Swingline Lender is no longer obligated to make, any Swingline Loan pursuant to the Amended Credit Agreement;
(iii) each provision and term in any Loan Document related to Swingline Loans is deemed to be deleted therefrom, including, without limitation, Section 2.4 of the Credit Agreement and the definitions of “Swingline Commitment”, “Swingline Exposure”, Swingline Lender”, “Swingline Loan” and “Swingline Loan Note” set forth in the Credit Agreement and references to such provisions and terms in any other Loan Document; and
(iv) each Swingline Loan Note is deemed cancelled.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof:
(a) both immediately before and immediately after giving effect to this Amendment, all representations and warranties of the Borrower contained in Section 6.1 of the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that any representation or warranty is qualified by materiality in the text thereof, in which case such representation or warranty is true and correct in all respects), 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 are true and correct in all material respects as of such specific date;
(b) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default exists;
(c) the execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action; and
(d) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;
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(b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;
(c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Baker Botts L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and
(e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.
SECTION 5. Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts (or counterpart signature pages), each of which counterparts shall be an original but all of which together shall constitute one instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or other electronic transmission shall be as effective as delivery of a manually executed counterpart 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 Revolving Loans, in whole or in part, prior to the effectiveness hereof) and binding in respect of all of its Commitments and Revolving Loans, including any acquired subsequent to its execution and delivery of this Amendment and prior to the effectiveness hereof.
SECTION 7. Effect of Amendment. From and after the effectiveness of this Amendment, each reference to “hereof”, “hereunder”, “herein”, “hereby” and “this Agreement” contained in the Credit Agreement, each reference to “thereof”, “thereunder”, “therein”, “thereby” and “the Credit Agreement” contained in the other Loan Documents, and each other similar reference contained in the Credit Agreement and the other Loan Documents, shall refer to the Amended Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of
3
the Administrative Agent or the Banks under the Credit Agreement or under any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.
SECTION 8. Headings. Section and subsection headings in this Amendment are for convenience of reference only, and are not part of, and are not to be taken into consideration in interpreting, this Amendment.
SECTION 9. Entire Agreement. This Amendment and the other Loan Documents represent the agreement of the Borrower, the Administrative Agent and the Banks with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Bank relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as the Borrower | ||
| By: | /s/ Carla Kneipp | |
| Name: | Carla Kneipp | |
| Title: | Vice President and Treasurer | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| MIZUHO BANK, LTD, as Administrative Agent, Swingline Lender, an Issuing Bank and a Bank | ||
| By: | /s/ Nelson Chang | |
| Name: | Nelson Chang | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| JPMORGAN CHASE BANK, N.A., as an Issuing Bank and a Bank | ||
| By: | /s/ Juan Javellana | |
| Name: | Juan Javellana | |
| Title: | Executive Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ Frederick W. Price | |
| Name: | Frederick W. Price | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| BANK OF AMERICA, N.A., as a Bank | ||
| By: | /s/ JB Meanor | |
| Name: | JB Meanor | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| CITIBANK, N.A., as a Bank | ||
| By: | /s/ Richard Rivera | |
| Name: | Richard Rivera | |
| Title: | Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank | ||
| By: | /s/ Jeffrey Flagg | |
| Name: | Jeffrey Flagg | |
| Title: | Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| THE ROYAL BANK OF CANADA, as a Bank | ||
| By: | /s/ Frank Lambrinos | |
| Name: | Frank Lambrinos | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| BARCLAYS BANK PLC, as a Bank | ||
| By: | /s/ Christopher Aitkin | |
| Name: | Christopher Aitkin | |
| Title: | Assistant Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Bank | ||
| By: | /s/ Christopher Day | |
| Name: | Christopher Day | |
| Title: | Authorized Signatory | |
| By: | /s/ Karim Rahimtoola | |
| Name: | Karim Rahimtoola | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank | ||
| By: | /s/ Virginia Cosenza | |
| Name: | Virginia Cosenza | |
| Title: | Vice President | |
| By: | /s/ Yvonne Tilden | |
| Name: | Yvonne Tilden | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| REGIONS BANK, as a Bank | ||
| By: | /s/ Brian Walsh | |
| Name: | Brian Walsh | |
| Title: | Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| U.S. BANK NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ James O’Shaughnessy | |
| Name: | James O’Shaughnessy | |
| Title: | Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| GOLDMAN SACHS BANK USA, as a Bank | ||
| By: | /s/ Josh Rosenthal | |
| Name: | Josh Rosenthal | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| MORGAN STANLEY BANK, N.A., as a Bank | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| PNC BANK, NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ Jon R Hinard | |
| Name: | Jon R Hinard | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| TD BANK, N.A., as a Bank | ||
| By: | /s/ Shannon Batchman | |
| Name: | Shannon Batchman | |
| Title: | Senior Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| COMERICA BANK, as a Bank | ||
| By: | /s/ LJ. Perenyi | |
| Name: | LJ. Perenyi | |
| Title: | Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| THE BANK OF NEW YORK MELLON, as a Bank | ||
| By: | /s/ Hussam S. Alsahlani | |
| Name: | Hussam S. Alsahlani | |
| Title: | Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
| THE NORTHERN TRUST COMPANY, as a Bank | ||
| By: | /s/ Keith L. Burson | |
| Name: | Keith L. Burson | |
| Title: | Senior Vice President | |
[Signature Page to First Amendment to CEHE Credit Agreement]
Exhibit 4.3
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16, 2017 (this “Amendment”), is by and among CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation (the “Borrower”), each Bank, each Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Issuing Banks and the Administrative Agent are parties to that certain Credit Agreement, dated as of March 3, 2016 (the “Credit Agreement”), for the purposes and consideration therein expressed; and
WHEREAS, the Borrower has requested (a) an increase in the Total Commitments pursuant to Section 2.6 of the Credit Agreement, (b) an extension of the Maturity Date pursuant to Section 2.7 of the Credit Agreement and (c) certain other amendments to the Credit Agreement, and, pursuant hereto, the Borrower, the Administrative Agent, the Banks and Issuing Banks party hereto desire to amend the Credit Agreement to effect such increase, extension and amendments as and upon the terms and subject to the conditions set forth herein (the Credit Agreement, as amended hereby, the “Amended Credit Agreement”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment which are defined in the Credit Agreement, shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.3 of the Credit Agreement shall apply to this Amendment.
SECTION 2. Amendments to the Credit Agreement. Effective as of the Amendment Effective Date (as defined in Section 4):
(a) Commitment Increase.
(i) Schedule 1.1(A) (Schedule of Commitments and Addresses) of the Credit Agreement is amended and restated in its entirety with a new Schedule 1.1(A) annexed hereto as Exhibit A (the “New Schedule 1.1(A)”);
(ii) the amount of the Total Commitments is $900,000,000;
(iii) each Bank whose Commitment amount set forth opposite such Bank’s name on the New Schedule 1.1(A) is greater than such Bank’s Commitment in effect immediately prior to giving effect to this Amendment increases its Commitment such that, after giving effect to this Amendment, such Bank has a Commitment in the amount set forth opposite its name on the New Schedule 1.1(A);
(iv) for purposes of Section 2.6(a)(iv) of the Credit Agreement, the Administrative Agent and each Issuing Bank confirm that each Bank described in the immediately preceding clause (iii) is satisfactory and is approved; and
(v) any notice or notice period specified in Section 2.6 of the Credit Agreement as a condition to such extension is waived.
(b) Maturity Date Extension.
(i) The definition of “Maturity Date” set forth in Section 1.1 of the Credit Agreement is amended by deleting the text “March 3, 2021” contained therein and inserting the text “March 3, 2022” in lieu thereof;
(ii) any notice or notice period specified in Section 2.7 of the Credit Agreement as a condition to such extension is waived; and
(iii) the Borrower shall only have the ability to extend the Maturity Date pursuant to Section 2.7 of the Credit Agreement for one additional one-year period.
(c) Termination of Swingline Loan Subfacility.
(i) The Swingline Commitment is terminated in full; provided, however, that such termination shall not reduce or otherwise affect the Total Commitments or the obligation of each Bank to make Revolving Loans and to participate in L/C Obligations as and to the extent set forth in the Amended Credit Agreement;
(ii) the Borrower is no longer permitted to request, and the Swingline Lender is no longer obligated to make, any Swingline Loan pursuant to the Amended Credit Agreement;
(iii) each provision and term in any Loan Document related to Swingline Loans is deemed to be deleted therefrom, including, without limitation, Section 2.4 of the Credit Agreement and the definitions of “Swingline Commitment”, “Swingline Exposure”, Swingline Lender”, “Swingline Loan” and “Swingline Loan Note” set forth in the Credit Agreement and references to such provisions and terms in any other Loan Document; and
(iv) each Swingline Loan Note is deemed cancelled.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof:
(a) both immediately before and immediately after giving effect to this Amendment, all representations and warranties of the Borrower contained in Section 6.1 of the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that any representation or warranty is qualified by materiality in the text thereof, in which case such representation or warranty is true and correct in all respects), 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 are true and correct in all material respects as of such specific date;
2
(b) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default exists;
(c) the execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action; and
(d) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;
(b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;
(c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Baker Botts L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and
(e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.
3
SECTION 5. Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts (or counterpart signature pages), each of which counterparts shall be an original but all of which together shall constitute one instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or other electronic transmission shall be as effective as delivery of a manually executed counterpart 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 Revolving Loans, in whole or in part, prior to the effectiveness hereof) and binding in respect of all of its Commitments and Revolving Loans, including any acquired subsequent to its execution and delivery of this Amendment and prior to the effectiveness hereof.
SECTION 7. Effect of Amendment. From and after the effectiveness of this Amendment, each reference to “hereof”, “hereunder”, “herein”, “hereby” and “this Agreement” contained in the Credit Agreement, each reference to “thereof”, “thereunder”, “therein”, “thereby” and “the Credit Agreement” contained in the other Loan Documents, and each other similar reference contained in the Credit Agreement and the other Loan Documents, shall refer to the Amended Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent or the Banks under the Credit Agreement or under any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.
SECTION 8. Headings. Section and subsection headings in this Amendment are for convenience of reference only, and are not part of, and are not to be taken into consideration in interpreting, this Amendment.
SECTION 9. Entire Agreement. This Amendment and the other Loan Documents represent the agreement of the Borrower, the Administrative Agent and the Banks with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Bank relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| CENTERPOINT ENERGY RESOURCES CORP., as the Borrower | ||
| By: | /s/ Carla Kneipp | |
| Name: | Carla Kneipp | |
| Title: | Vice President and Treasurer | |
[Signature Page to First Amendment to CERC Credit Agreement]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, an Issuing Bank and a Bank | ||
| By: | /s/ Frederick W. Price | |
| Name: | Frederick W. Price | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| MIZUHO BANK, LTD, as a Bank | ||
| By: | /s/ Nelson Chang | |
| Name: | Nelson Chang | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CERC Credit Agreement]
| JPMORGAN CHASE BANK, N.A., as a Bank | ||
| By: | /s/ Juan Javellana | |
| Name: | Juan Javellana | |
| Title: | Executive Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| BANK OF AMERICA, N.A., as an Issuing Bank and a Bank | ||
| By: | /s/ JB Meanor | |
| Name: | JB Meanor | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| CITIBANK, N.A., as a Bank | ||
| By: | /s/ Richard Rivera | |
| Name: | Richard Rivera | |
| Title: | Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank | ||
| By: | /s/ Jeffrey Flagg | |
| Name: | Jeffrey Flagg | |
| Title: | Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| THE ROYAL BANK OF CANADA, as an Issuing Bank and a Bank | ||
| By: | /s/ Frank Lambrinos | |
| Name: | Frank Lambrinos | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CERC Credit Agreement]
| BARCLAYS BANK PLC, as a Bank | ||
| By: | /s/ Christopher Aitkin | |
| Name: | Christopher Aitkin | |
| Title: | Assistant Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Bank | ||
| By: | /s/ Christopher Day | |
| Name: | Christopher Day | |
| Title: | Authorized Signatory | |
| By: | /s/ Karim Rahimtoola | |
| Name: | Karim Rahimtoola | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CERC Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank | ||
| By: | /s/ Virginia Cosenza | |
| Name: | Virginia Cosenza | |
| Title: | Vice President | |
| By: | /s/ Yvonne Tilden | |
| Name: | Yvonne Tilden | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| REGIONS BANK, as a Bank | ||
| By: | /s/ Brian Walsh | |
| Name: | Brian Walsh | |
| Title: | Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| U.S. BANK NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ James O’Shaughnessy | |
| Name: | James O’Shaughnessy | |
| Title: | Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
| GOLDMAN SACHS BANK USA, as a Bank | ||
| By: | /s/ Josh Rosenthal | |
| Name: | Josh Rosenthal | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CERC Credit Agreement]
| MORGAN STANLEY BANK, N.A., as a Bank | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to CERC Credit Agreement]
| PNC BANK, NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ Jon R Hinard | |
| Name: | Jon R Hinard | |
| Title: | Managing Director | |
[Signature Page to First Amendment to CERC Credit Agreement]
| TD BANK, N.A., as a Bank | ||
| By: | /s/ Shannon Batchman | |
| Name: | Shannon Batchman | |
| Title: | Senior Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
| COMERICA BANK, as a Bank | ||
| By: | /s/ L.J. Perenyi | |
| Name: | L.J. Perenyi | |
| Title: | Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
| THE BANK OF NEW YORK MELLON, as a Bank | ||
| By: | /s/ Hussam S. Alsahlani | |
| Name: | Hussam S. Alsahlani | |
| Title: | Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
| THE NORTHERN TRUST COMPANY, as a Bank | ||
| By: | /s/ Keith L. Burson | |
| Name: | Keith L. Burson | |
| Title: | Senior Vice President | |
[Signature Page to First Amendment to CERC Credit Agreement]
EXHIBIT A
SCHEDULE 1.1(A)
SCHEDULE OF COMMITMENTS AND ADDRESSES
| Names and Address of Banks |
Commitment | |||
| JPMorgan Chase Bank, N.A. JPMorgan Loan Services 1111 Fannin Street, 10th Floor Houston, TX 77002 Attn: Omar Jones Tel: 713-750-7912 Telecopy: 713-750-2666 omar.e.jones@jpmorgan.com |
$ | 61,050,000.00 | ||
| Mizuho Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020 Attn: Flora Lio Tel: 201-626-3516 Telecopy: 212-282-4486 lau_uscorp1@mizuhocbus.com |
$ | 61,050,000.00 | ||
| Wells Fargo Bank, National Association 301 College St., 11th Floor MAC: D1053-115 Charlotte, NC 28202 Attn: Patrick Engel Tel: 704-374-2385 Telecopy: 702-410-0331 patrick.d.engel@wellsfargo.com |
$ | 61,050,000.00 | ||
| Bank of America, N.A. 100 North Tryon Street; NC1-007-17-18 Charlotte, NC 28255 Attn: Michael Mason Tel: 980-683-1839 Telecopy: 980-233-7196 Michael.Mason@baml.com |
$ | 61,050,000.00 | ||
Schedule 1.1(A) to CERC Credit Agreement
| Names and Address of Banks |
Commitment | |||
| Citibank, N.A. 388 Greenwich Street, 31st Floor New York, NY 10013 Attn: Ashwani Khubani Tel: 212.816.3690 Telecopy: 646.291.1602 ashwani.khubani@citi.com |
$ | 61,050,000.00 | ||
| Royal Bank of Canada Three World Financial Center New York, NY 10281 Tel: 212-858-7374 Telecopy: 212-428-6201 frank.lambrinos@rbccm.com |
$ | 61,050,000.00 | ||
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch 1251 Avenue of the Americas, 10th Floor New York, NY 10020-1104 Attn: Nadia Sleiman Tel: 212-782-6974 Telecopy: 212-782-6440 nsleiman@us.mufg.jp |
$ | 61,050,000.00 | ||
| Barclays Bank PLC c/o Barclays Capital 745 7th Avenue, 26th Floor New York, NY 10019 Attn: May Huang Tel: 212-526-0787 Telecopy: 212-526-5115 May.Huang@barcap.com |
$ | 51,810,000.00 | ||
| Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York NY 10010 Attn: Shweta Kharva Tel: 9199944787 Telecopy: 1-866-469-3871 shweta.kharva@creditsuisse.com 18664693871@docs.ldsprod.com |
$ | 51,810,000.00 | ||
Schedule 1.1(A) to CERC Credit Agreement
| Names and Address of Banks |
Commitment | |||
| Deutsche Bank AG New York Branch c/o Deutsche Bank Securities Inc. Attn: Sal Vitale / Lidia Suter 60 Wall Street New York, NY 10005 Tel: 212-250-0228 / 212-250-8232 sal.vitale@db.com / lidia.suter@db.com |
$ | 51,810,000.00 | ||
| Regions Bank 5005 Woodway Drive, Ste. 110 Houston, TX 77056 Attn: Joey Powell Tel: 713 426-7236 Telecopy: 713-426-7180 joey.powell@regions.com |
$ | 51,810,000.00 | ||
| U.S. Bank National Association 461 Fifth Avenue, 7th Floor New York, NY 10017 Attn: James O’Shaughnessy Tel: 917-326-3924 Telecopy: 646-935-4533 james.oshaughnessy@usbank.com |
$ | 51,810,000.00 | ||
| Goldman Sachs Bank USA c/o Goldman, Sachs & Co. 30 Hudson St., 38th Floor Jersey City, NJ 07302 Attn: Lauren Day Tel: 212-934-3921 Telecopy: 917-977-3966 gsd.link@gs.com |
$ | 39,900,000.00 | ||
| Morgan Stanley Bank, N.A. 1300 Thames Street Wharf, 4th Floor Baltimore, MD 21231 Attn: Steve Delany Tel: 443-627-4326 Telecopy: 212-404-9645 doc4secportfolio@morganstanley.com |
$ | 39,900,000.00 | ||
Schedule 1.1(A) to CERC Credit Agreement
| Names and Address of Banks |
Commitment | |||
| PNC Bank, National Association Attn: Madeline Moran Corporate & Institutional Banking The Tower at PNC Plaza, 10th Floor 300 Fifth Avenue Pittsburgh, PA 15222 Tel: 412-762-3045 Telecopy: 412-762-2684 Mailstop: PT-PTWR-10-3 MADELINE.MORAN@PNC.COM |
$ | 39,900,000.00 | ||
| TD Bank, N.A. 444 Madison Ave., 2nd Floor New York, NY 10022 Attn: Vijay Prasad & Thomas Casey Tel: 646-652-1427 / 212-827-2786 Telecopy: 212-308-0486 Vijay.Prasad2@td.com / Thomas.Casey@tdsecurities.com |
$ | 39,900,000.00 | ||
| Comerica Bank 910 Louisiana St. Ste 410 Houston, TX 77002 Attn: Joey Powell Tel: 713-220-5527 Telecopy: 713-220-5631 jbpowell@comerica.com |
$ | 18,000,000.00 | ||
| The Bank of New York Mellon BNY Mellon Center, 36th Floor 500 Grant Street Pittsburgh, PA 15258-0001 Attn: Hussam Alsahlani Tel: 412-234-5624 Telecopy: 412-236-1914 hussam.alsahlani@bnymellon.com |
$ | 18,000,000.00 | ||
| The Northern Trust Company 50 S LaSalle, M28 Chicago, IL 60603 Attn: Keith Burson Tel: 312-444-3099 Telecopy: 312-557-1425 KB101@ntrs.com |
$ | 18,000,000.00 | ||
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| Total |
$ | 900,000,000 | ||
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Schedule 1.1(A) to CERC Credit Agreement