exv4w1






Exhibit 4.1




EXECUTION
VERSION




THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT

AGREEMENT




          THIRD AMENDMENT, dated as of February 5, 2010 (this “Amendment”), to the Second
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; and




          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:




          “Applicable Storm” means any hurricane, tropical storm, ice or snow storm,
flood or other weather-related event or natural disaster subject to the Texas Recovery Laws.




          “Effective Applicable Storm” means as to any Applicable Storm as to which a
Storm Certificate has been received by the Administrative Agent and as to which an Other
Covenant Trigger Date has not occurred.




          “Other Covenant Trigger Date” means, for any Applicable Storm as to which a
Storm Certificate has been received by the Administrative Agent, the earliest to occur of
(x) the issuance, in one or more transactions, of Securitization Securities in



 









 






respect of
all Storm Restoration Cost Recoveries arising in connection with such Applicable Storm,
(y) the first anniversary of the delivery of such Storm Certificate, and (z) the revocation
by the Borrower of such Storm Certificate in accordance with Section 7.2(i).




          “Storm Certificate Effective Date” means for any Storm Certificate the date of
the receipt of such Storm Certificate by the Administrative Agent.




          “Storm Certificate” means, as to any Applicable Storm, a certificate executed
by a Responsible Officer of the Borrower certifying that:




     (i) such Responsible Officer reasonably believes that an Applicable Storm has
occurred and providing the date of such occurrence and reasonable detail of such
Applicable Storm;




     (ii) such Responsible Officer reasonably believes that the system restoration
costs (as defined in the Texas Recovery Law) incurred by the Borrower and its
Subsidiaries in connection with such Applicable Storm (before giving effect to any
insurance, government grants and other recoveries that the Borrower and its
Subsidiaries may receive in connection with such Applicable Storm) are reasonably
likely to exceed $100,000,000 in a calendar year;




     (iii) the Borrower intends to seek to use securitization financing provided for
in the Texas Recovery Law to recover all or a part of such system restoration costs
relating to such Applicable Storm;




     (iv) after giving effect to the delivery of such Storm Certificate, the
representations and warranties of the Borrower contained in Section 6.1 of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects on and as of the date of such certificate (except for (i) 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 and (ii)
the representations and warranties contained in Sections 6.1(j) and (k)), as though
made on and as of the date of such certificate; and




     (v) after giving effect to the delivery of such Storm Certificate, no Default
or Event of Default has occurred and is continuing.




     (b) amending and restating the following definitions:




          “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



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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 or any Effective Applicable
Storm 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”.




          “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/or distribution system supporting operations of
CenterPoint Electric and its Consolidated Subsidiaries and related recovery arising from
Hurricane Ike or any Effective Applicable Storm, as the case may be.




          “Texas Recovery Law” means Section 36.401 et seq. of the Texas Utilities Code,
as amended from time to time.



          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 therein 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 until the Term Loan Maturity Date

	 	5.00:1.00





; provided, however, during a period after the occurrence of a Storm Certificate
Effective Date until the applicable Other Covenant Trigger Date, the applicable ratio shall be
5.50:1.00.




          4. Amendment to Section 7.2 of the Credit Agreement (Negative Covenants). Section 7.2
of the Credit Agreement is hereby amended by adding at the end thereof a new subsection (i) therein
as follows:





     (i) Revocation of Storm Certificate. Promptly upon acquiring
knowledge that any statement contained in clauses (ii) or (iii) of the definition of
Storm Certificate as set forth in an effective Storm Certificate is no longer
applicable, fail to revoke such Storm Certificate by delivery of written notice of
such revocation to the Administrative Agent.



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          5. 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 February 5, 2010; 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.



          6. 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.




          7. 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.




          8. 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.




          9. 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





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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.




          10. 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 and 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 	 
	 




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	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	ABN AMRO BANK N.V., as a Bank

 	 
	 	By:  	/s/ Michele Costello
 	 
	 	 	Name:  	Michele Costello 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Colin Monaghan
 	 
	 	 	Name:  	Colin Monaghan 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	BANK OF AMERICA, N.A., as a Bank

 	 
	 	By:  	/s/ Sri Kalyana C. Popuri
 	 
	 	 	Name:  	Sri Kalyana C. Popuri 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as a Bank

 	 
	 	By:  	/s/ Thane Rattew
 	 
	 	 	Name:  	Thane Rattew 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	BARCLAYS BANK PLC, as a Bank

 	 
	 	By:  	/s/ Sam Yoo
 	 
	 	 	Name:  	Sam Yoo 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	CITIBANK N.A., as a Bank

 	 
	 	By:  	/s/ Nietzsche S. Rodricks
 	 
	 	 	Name:  	Nietzsche S. Rodricks 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	COMERICA BANK, as a Bank

 	 
	 	By:  	/s/ Joey Powell
 	 
	 	 	Name:  	Joey Powell 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

F/K/A CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a
Bank

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                 /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

 as a Bank

 	 
	 	By:  	/s/ Rainer Meier
 	 
	 	 	Name:  	Rainer Meier 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Ming K. Chu
 	 
	 	 	Name:  	Ming K. Chu 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	FIRST COMMERCIAL BANK NEW YORK AGENCY, 

as a
Bank

 	 
	 	By:  	/s/ Jenn-Hwa Wang
 	 
	 	 	Name:  	Jenn-Hwa Wang 	 
	 	 	Title:  	VP & GM 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	HSBC BANK USA, National Association, 
as a
Bank

 	 
	 	By:  	/s/ William S. Edge III
 	 
	 	 	Name:  	William S. Edge III 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	MORGAN STANLEY BANK, N.A., as a Bank

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	THE NORTHERN TRUST COMPANY, as a Bank

 	 
	 	By:  	/s/ Keith Burson
 	 
	 	 	Name:  	Keith Burson 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third 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

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	SUNTRUST BANK, as a Bank

 	 
	 	By:  	/s/ Andrew Johnson
 	 
	 	 	Name:  	Andrew Johnson 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third 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

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a Bank

 	 
	 	By:  	/s/ Emily Freedman
 	 
	 	 	Name:  	Emily Freedman 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	UBS AG, STAMFORD BRANCH, as a Bank

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	WACHOVIA BANK, N.A., as a Bank

 	 
	 	By:  	/s/ Shawn Young
 	 
	 	 	Name:  	Shawn Young 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Signature Page

Third Amendment to CenterPoint Credit Agreement

 	 
	 	 	 
	 
	 	WELLS FARGO BANK, National Association, 
as a
Bank

 	 
	 	By:  	/s/ Scott D. Bjelde
 	 
	 	 	Name:  	Scott D. Bjelde 	 
	 	 	Title:  	Senior Vice President