EX-10.16



 Exhibit 10.16 
 Execution Version 
 FIRST AMENDMENT AND WAIVER TO 

REVOLVING CREDIT AGREEMENT 
 THIS FIRST AMENDMENT AND WAIVER TO REVOLVING CREDIT AGREEMENT (this “First Amendment”) is entered into as of January 23, 2014, by and among ENABLE MIDSTREAM PARTNERS, LP, a Delaware
limited partnership, formerly known as CenterPoint Energy Field Services LP (the “Borrower”), the Lenders party hereto and CITIBANK, N.A., as Agent. 
 Preliminary Statements 
 WHEREAS, the Borrower, the Agent and the Lenders
are parties to that certain Revolving Credit Agreement, dated as of May 1, 2013 (the “Existing Revolving Credit Agreement” and, as amended, restated, supplemented, increased and extended or otherwise modified from time to time
(including by this First Amendment), the “Revolving Credit Agreement”; capitalized terms used herein that are not defined herein and are defined in the Revolving Credit Agreement are used herein as defined in the Revolving Credit
Agreement); and 
 WHEREAS, the Borrower has requested that the Lenders and the Agent amend the Existing Revolving Credit
Agreement and waive certain requirements thereof, and the Agent and the Lenders party hereto, which Lenders constitute the Required Lenders, have agreed to do so subject to the terms and conditions of this First Amendment; and 

WHEREAS, the Borrower, the Agent and the Lenders party hereto wish to execute and deliver this First Amendment to evidence such
agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Agent and the Lenders party hereto hereby agree as follows: 
 Section 1. Amendments to the Existing Revolving Credit Agreement. 

(a) The introductory paragraph of the Existing Revolving Credit Agreement is hereby amended by inserting the phrase “together with
its successors, including, without limitation, Enable Midstream Partners LP, a Delaware limited partnership,” immediately before the phrase “the Borrower” therein. 

(b) Section 1.1 of the Existing Revolving Credit Agreement is hereby amended by amending and restating the definition of
“General Partner” in its entirety as follows: 
 “General Partner” means CNP OGE GP LLC, a
Delaware limited liability company, and its successors, including, without limitation, Enable GP, LLC, a Delaware limited liability company. 
 (c) Section 6.1(a) of the Existing Revolving Credit Agreement is hereby amended by inserting the phrase “(it being understood that, notwithstanding anything to the contrary contained
herein, the requirements of this Section 6.1(a) may be satisfied by delivering 

  
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the Borrower’s Annual Report on Form 10-K with respect to such fiscal year as, and to the extent, filed with the Securities and Exchange Commission)” immediately before the period at
the end of such Section 6.1(a). 
 (d) Section 6.1(b) of the Existing Revolving Credit Agreement is
hereby amended and restated in its entirety as follows: 
 Within forty-five (45) days after the end of the first three
quarterly periods of each of its fiscal years, financial statements prepared in accordance with GAAP (other than with regard to the absence of footnotes and subject to changes resulting from audit and normal year-end audit adjustments to same) on a
consolidated basis for itself and its Subsidiaries, including (x) consolidated unaudited balance sheets as at the end of each such period, setting forth in comparative form figures as at the end of the preceding fiscal year, and
(y) consolidated unaudited statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, in each case in this clause (y), setting forth in comparative form figures for the
corresponding period of the preceding fiscal year, and accompanied by a certificate of a Financial Officer to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Borrower and its
Subsidiaries on a consolidated basis as of their respective dates and have been prepared in accordance with GAAP (other than with regard to the absence of footnotes and subject to changes resulting from audit and normal year-end audit adjustments to
same) (it being understood that, notwithstanding anything to the contrary contained herein, the requirements of this Section 6.1(b) may be satisfied by delivering the Borrower’s Quarterly Report on Form 10-Q with respect to such
fiscal periods as, and to the extent, filed with the Securities and Exchange Commission). 
 It is hereby acknowledged and
agreed by all parties hereto that the amendment set forth in this Section 1(e) (except for the addition of the parenthetical beginning “it being understood”) is a clarifying amendment and that Section 6.1(b) of the
Revolving Credit Agreement, as amended hereby (except for the addition of the parenthetical beginning “it being understood”), embodies the previous understanding of the parties with respect to the financial statements required to be
delivered under Section 6.1(b) of the Existing Revolving Credit Agreement. 
 Section 2. Waiver.
Section 6.1(b) of the Existing Revolving Credit Agreement requires the Borrower to deliver, within forty-five (45) days after the end of the first three quarterly periods of each of its fiscal years, among other things, financial
statements prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries in the manner set forth therein. On August 14, 2013 (the “Delivery Date”), pursuant to Section 6.1(b) of the
Existing Revolving Credit Agreement, the Borrower delivered to the Lenders a certificate of a Financial Officer (the “2013 Second Quarter Certification”) with respect to the financial statements of the Borrower and its Subsidiaries
for the fiscal quarter ending June 30, 2013 (the “2013 Second Quarter Financial Statements”). The 2013 Second Quarter Financial Statements (i) were presented on a historical cost basis (which is not a recognized basis of
presentation under GAAP), (ii) did not set forth comparative form figures for the corresponding period of the 

  
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preceding fiscal year and (iii) did not cover the period from the beginning of the 2013 fiscal year to the end of the fiscal quarter ending June 30, 2013. Accordingly, the Agent and the
Lenders party hereto (which constitute the Required Lenders) hereby (a) waive any Default or Event of Default arising as a result of (i) the 2013 Second Quarter Financial Statements failing to be prepared in accordance with GAAP, failing
to set forth comparative form figures to the extent required by Section 6.1(b) of the Existing Revolving Credit Agreement and failing to cover the period from the beginning of the 2013 fiscal year to the end of the fiscal quarter ending
June 30, 2013 and (ii) the 2013 Second Quarter Certification failing to state that the 2013 Second Quarter Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a
consolidated basis as of the dates of such financial statements and failing to state that such financial statements have been prepared in accordance with GAAP (other than with regard to the absence of footnotes and, subject to changes resulting from
audit and normal year-end audit adjustments to same) and (b) acknowledge and agree that, except as described in this Section 2, the 2013 Second Quarter Financial Statements satisfy the requirements of Section 6.1(b) of the
Existing Revolving Credit Agreement. 
 On the First Amendment Closing Date, the waivers set forth in this Section 2 shall
be effective retroactively as of the Delivery Date. 
 The foregoing waivers are limited to the extent described in this First
Amendment and shall not be construed to be a consent to or waiver of any other failure to comply with the terms of the Revolving Credit Agreement or any other covenant or other departure from the requirements of, or modification of, any other terms
of the Revolving Credit Agreement or any other Loan Document. 
 Section 3. Representations True; No Default. The
Borrower represents and warrants that: 
 (a) this First Amendment has been duly authorized, executed and delivered on its
behalf, and the Existing Revolving Credit Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general
principles of equity; 
 (b) the representations and warranties of the Borrower contained in Article V of the Revolving
Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the
Revolving Credit Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material
respects as of such earlier date and (iii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and 

  
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 (c) immediately after giving effect to this First Amendment, no Default or Event of Default
under the Revolving Credit Agreement has occurred and is continuing. 
 Section 4. Effectiveness. This First
Amendment shall become effective as of the date (the “First Amendment Closing Date”) when, and only when, the Agent notifies the Borrower that the Agent (or its counsel) has received counterparts of this First Amendment, duly
executed and delivered by the Borrower, the Agent and the Required Lenders (it being understood that, on the First Amendment Closing Date, the waivers set forth in Section 2 of this First Amendment shall be effective retroactively in accordance
with such Section 2). 
 Section 5. Miscellaneous Provisions. 

(a) From and after the execution and delivery of this First Amendment, the Existing Revolving Credit Agreement shall be deemed to be
amended and modified as herein provided, and except as so amended and modified the Existing Revolving Credit Agreement shall continue in full force and effect and is hereby ratified and confirmed. Other than as expressly set forth herein, nothing
herein shall act as a waiver of any of the Agent’s or the Lenders’ rights under the Loan Documents. 
 (b) The
Existing Revolving Credit Agreement and this First Amendment shall be read and construed as one and the same instrument. 
 (c)
Any reference in any of the Loan Documents to the Existing Revolving Credit Agreement or Revolving Credit Agreement shall be a reference to the Revolving Credit Agreement as amended by this First Amendment. 

(d) This First Amendment is a Loan Document for purposes of the provisions of the other Loan Documents. In furtherance of the foregoing,
to the extent contemplated in the Revolving Credit Agreement, any breach of the representations, warranties, and covenants under this First Amendment shall be a Default or an Event of Default under the Loan Documents. 

(e) This First Amendment shall be construed in accordance with and governed by the laws of the State of New York. 

(f) This First Amendment may be signed in any number of counterparts and by different parties in separate counterparts and may be in
original or facsimile form, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this First Amendment by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof. 
 (g) The headings herein shall be accorded no
significance in interpreting this First Amendment. 
 Section 6. Binding Effect. This First Amendment shall be
binding upon and inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein. 

  
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 [Signature Pages Follow.] 

  
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 IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of
the date first set forth above, to be effective as of the First Amendment Closing Date. 
  

			
	BORROWER:
	
	ENABLE MIDSTREAM PARTNERS, LP, as the Borrower
		
	By:	 	Enable GP, LLC, its General Partner
		
	By:	 	 /s/ E. Keith Mitchell

	Name:	 	E. Keith Mitchell
	Title:	 	Chief Operating Officer



  
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to First Amendment and Waiver to Revolving Credit Agreement 








 
			
	AGENT:
	
	CITIBANK, N.A., as Agent
		
	By:	 	 /s/ Maureen P. Maroney

	Name:	 	Maureen P. Maroney
	Title:	 	Authorized Signatory



  
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to First Amendment and Waiver to Revolving Credit Agreement 








 
			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ William Merritt

	Name:	 	William Merritt
	Title:	 	VP



  
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	Barclays Bank PLC
		
	By:	 	 /s/ May Huang

	Name:	 	May Huang
	Title:	 	Assistant Vice President



  
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	BOKF, NA dba BANK OF OKLAHOMA
		
	By:	 	 /s/ Laura Christofferson

	Name:	 	Laura Christofferson
	Title:	 	Senior Vice President



  
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	LENDERS:
	
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Maureen P. Maroney

	Name:	 	Maureen P. Maroney
	Title:	 	Authorized Signatory



  
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	Compass Bank
		
	By:	 	 /s/ Payton K. Swope

	Name:	 	Payton K. Swope
	Title:	 	Executive Vice President



  
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Christopher Day

	Name:	 	Christopher Day
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Samuel Miller

	Name:	 	Samuel Miller
	Title:	 	Authorized Signatory



  
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	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President



  
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	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Ashwin Ramakrishna

	Name:	 	Ashwin Ramakrishna
	Title:	 	Authorized Signatory



  
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	JPMORGAN CHASE BANK, N.A.,
		
	By:	 	 /s/ Bridget Killackey

	Name:	 	Bridget Killackey
	Title:	 	Vice President



  
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	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Keven D Smith

	Name:	 	Keven D Smith
	Title:	 	Senior Vice President



  
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	MIZUHO BANK, LTD.
		
	By:	 	 /s/ Leon Mo

	Name:	 	Leon Mo
	Title:	 	Authorized Signatory



  
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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ John Durland

	Name:	 	John Durland
	Title:	 	Authorized Signatory



  
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	PNC BANK, NATIONAL BANK
		
	By:	 	 /s/ John Berry

	John Berry
	Vice President



  
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	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Frank Lambrinos

	Name:	 	Frank Lambrinos
	Title:	 	Authorized Signatory



  
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	SunTrust Bank
		
	By:	 	 /s/ Andrew Johnson

	Name:	 	Andrew Johnson
	Title:	 	Director



  
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	The Bank of New York Mellon
		
	By:	 	 /s/ Hussam S. Alsahlani

	Name:	 	Hussam S. Alsahlani
	Title:	 	Vice President



  
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	 /s/ Mark Oberreuter

	Name:	 	Mark Oberreuter
	Title:	 	Vice President



  
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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ Emily Freedman

	Name:	 	Emily Freedman
	Title:	 	Vice President



  
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	UBS Loan Finance LLC
		
	By:	 	 /s/ Lana Gifas

	Name:	 	Lana Gifas
	Title:	 	Director
		
	By:	 	 /s/ Jennifer Anderson

	Name:	 	Jennifer Anderson
	Title:	 	Associate Director



  
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	U.S. BANK NATIONAL ASSOCIATION, as a lender
		
	By:	 	 /s/ James O’Shaughnessy

	Name:	 	James O’Shaughnessy
	Title:	 	Vice President



  
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	Wells Fargo Bank, N.A.
		
	By:	 	 /s/ Gabriela Ramirez

	Name:	 	Gabriela Ramirez
	Title:	 	Assistant Vice President



  
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to First Amendment and Waiver to Revolving Credit Agreement