EX-10.17



 Exhibit 10.17 
 Execution Version 
 FIRST AMENDMENT AND WAIVER TO 

TERM LOAN AGREEMENT 
 THIS FIRST AMENDMENT AND WAIVER TO TERM LOAN 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 Term Loan Agreement, dated as of May 1, 2013 (the “Existing Term Loan Agreement” and, as amended, restated, supplemented, increased and extended or otherwise modified from time to time (including by
this First Amendment), the “Term Loan Agreement”; capitalized terms used herein that are not defined herein and are defined in the Term Loan Agreement are used herein as defined in the Term Loan Agreement); and 

WHEREAS, the Borrower has requested that the Lenders and the Agent amend the Existing Term Loan 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 Term Loan Agreement. 
 (a) The
introductory paragraph of the Existing Term Loan 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 Term Loan 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 2.7(a) of the Existing Term Loan
Agreement is hereby amended by: 
 (1) re-lettering the existing clause (e) as clause (f); 

  
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 (2) re-lettering the existing clause (f) as clause (g); 

(3) inserting the following new clause (e) in the appropriate alphabetical order: 

“(e) any Indebtedness under any commercial paper program entered into for the general corporate (or equivalent) purposes of the
Borrower and its Subsidiaries,” and 
 (4) deleting the reference to “the foregoing clauses (a) through
(e)” in the new clause (g) and replacing it with a reference to “the foregoing clauses (a) through (f)”. 
 (d) Section 6.1(a) of the Existing Term Loan 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 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). 
 (e) Section 6.1(b) of the Existing
Term Loan 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 Term Loan Agreement, as amended 

  
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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 Term Loan Agreement. 
 Section 2. Waiver.
Section 6.1(b) of the Existing Term Loan 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 Term Loan 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 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 Term Loan 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 Term Loan 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 Term Loan Agreement or any other covenant or other departure from the
requirements of, or modification of, any other terms of the Term Loan 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 Term Loan 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; 

  
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 (b) the representations and warranties of the Borrower contained in Article V of
the Term Loan 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 Term Loan 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 

(c) immediately after giving effect to this First Amendment, no Default or Event of Default under the Term Loan 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 Term Loan Agreement shall be deemed to be amended and modified as herein provided, and except as so amended and modified
the Existing Term Loan 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 Term Loan 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 Term Loan Agreement or Term Loan
Agreement shall be a reference to the Term Loan 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 Term Loan 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. 

  
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 (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. 
 [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 Term Loan 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 Term Loan Agreement 








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

	Name:	 	William Merritt
	Title:	 	VP



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	Name:	 	Laura Christofferson
	Title:	 	Senior Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	Name:	 	Maureen P. Maroney
	Title:	 	Authorized Signatory



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	Compass Bank
		
	By:	 	 /s/ Payton K. Swope

	Name:	 	Payton K. Swope
	Title:	 	Executive Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	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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to First Amendment and Waiver to Term Loan Agreement 








 
			
	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Ashwin Ramakrishna

	Name:	 	Ashwin Ramakrishna
	Title:	 	Authorized Signatory



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	Industrial and Commercial Bank of China Limited, New York Branch
		
	By:	 	 /s/ Mr. Qing Hong

	Name:	 	Mr. Qing Hong
	Title:	 	Deputy General Manager



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	Name:	 	Bridget Killackey
	Title:	 	Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Keven D Smith

	Name:	 	Keven D Smith
	Title:	 	Senior Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	MIZUHO BANK (USA)
		
	By:	 	 /s/ Leon Mo

	Name:	 	Leon Mo
	Title:	 	Senior Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	John Berry
	Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Frank Lambrinos

	Name:	 	Frank Lambrinos
	Title:	 	Authorized Signatory



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	SunTrust Bank
		
	By:	 	 /s/ Andrew Johnson

	Name:	 	Andrew Johnson
	Title:	 	Director



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	Name:	 	Hussam S. Alsahlani
	Title:	 	Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	Name:	 	Mark Oberreuter
	Title:	 	Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	THE ROYAL BANK OF SCOTLAND FINANCE (IRELAND)
		
	By:	 	 /s/ Len O’Connell

	Name:	 	Len O’Connell
	Title:	 	Director
		
	By:	 	 /s/ Paul Mitchell

	Name:	 	Paul Mitchell
	Title:	 	Director



  
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to First Amendment and Waiver to Term Loan Agreement 








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

	Name:	 	James O’Shaughnessy
	Title:	 	Vice President



  
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to First Amendment and Waiver to Term Loan Agreement 








 
			
	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 Term Loan Agreement 








 
			
	WOODFOREST NATIONAL BANK
		
	By:	 	 /s/ Stephen J. Andersen

	Name:	 	Stephen J. Andersen
	Title:	 	Senior Vice President



  
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to First Amendment and Waiver to Term Loan Agreement