Unassociated Document


    
       

      Exhibit
4.4

       

      FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

       

      FIRST
AMENDMENT, dated as of August 20, 2008 (this “Amendment”),
to the Amended and Restated Credit Agreement, dated as of June 29, 2007 (as
heretofore amended, supplemented or otherwise modified, the “Credit
Agreement”), among CENTERPOINT ENERGY, INC., a Texas corporation (“Borrower”),
the banks and other financial institutions from time to time parties thereto
(the “Banks”),
CITIBANK, N.A., as syndication agent (in such capacity, the “Syndication
Agent”), BARCLAYS BANK PLC, BANK OF AMERICA, N.A. and CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as co-documentation agents,  (in such
capacities, the “Co-Documentation
Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative
Agent”).

       

      W
I T N E S S E T H :

       

      WHEREAS,
the Borrower, the Banks, the Syndication Agent, the Co-Documentation Agents and
the Administrative Agent are parties to the Credit Agreement;

       

      WHEREAS,
the Borrower has requested that the Banks agree to amend a certain provision
contained in the Credit Agreement, and the Banks and the Administrative Agent
are agreeable to such request upon the terms and subject to the conditions set
forth herein;

       

      NOW,
THEREFORE, in consideration of the premises herein contained and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:

       

      
        1.           Defined
Terms.  Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as therein
defined.

         

        2.           Amendments
to Section 7.2(a) of the Credit Agreement (Financial
Ratios).  Section 7.2(a) of the Credit Agreement is hereby
amended by deleting the chart set forth there in its entirety and inserting in
lieu thereof the following new chart:

         

      

       

      
        	
                Period

              	
                Ratio

              
	
                Closing
      Date through December 31, 2007

              	
                5.25:1.00

              
	
                January
      1, 2008 through the Maturity Date

              	
                5.00:1.00

              


      

      


       

      
        
          3.           Conditions
to Effectiveness.  This Amendment shall become effective as of
the date set forth above upon satisfaction of the following conditions
precedent:

           

          (a)           the
Administrative Agent shall have received counterparts of this Amendment executed
by Borrower and the Majority Banks in accordance with Section 10.1 of the Credit
Agreement; 

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          (b)           the
Administrative Agent shall have received an amendment fee in an amount equal to
0.05% 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 Wednesday, August 20, 2008;
and

           

          (c)           all
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with this Amendment shall be in form and substance
reasonably satisfactory to the Administrative Agent.

           

          4.           Reference
to and Effect on the Loan Documents; Limited Effect.  On and
after the date hereof and the satisfaction of the conditions contained in
Section 4 of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Bank or the Administrative Agent under any of
the Loan Documents, nor constitute a waiver of any provisions of any of the Loan
Documents.  Except as expressly amended herein, all of the provisions
and covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.

           

          5.           Representations
and Warranties.  The Borrower, as of the date hereof and after
giving effect to this Amendment, hereby confirms, reaffirms and restates the
representations and warranties made by it in Article VI of the Credit Agreement
and otherwise in the Loan Documents to which it is a party (except for those
representations or warranties or parts thereof that, by their terms, expressly
relate solely to a specific date, in which case such representations and
warranties shall be true and correct in all material respects as of such
specific date); provided
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this
Amendment.

           

          6.           Costs
and Expenses.  The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent.

           

          7.           Counterparts.  This
Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts (which may include counterparts delivered by facsimile
transmission) and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  Any executed counterpart
delivered by facsimile transmission shall be effective as an original for all
purposes hereof.  The execution and delivery of this Amendment by any
Bank shall be binding upon each of its successors and assigns (including
Transferees of its Commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its Commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.

           

          8.           GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

           

        

      


      
        
          
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      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first written
above.

       

      
        	 
      	
                CENTERPOINT
      ENERGY, INC.

                 

              
	
                By:

              	
                /s/
      Marc Kilbride

              
	 
      	
                Name:
      Marc Kilbride

              
	 
      	
                Title:   Vice
      President & Treasurer

                 

              
	 
      	
                JPMORGAN
      CHASE BANK, N.A., as Administrative Agent and as a Bank

                 

              
	 
      	 
      
	
                By:

              	
                /s/
      Rob Traband

              
	 
      	
                Name:
      Rob Traband

              
	 
      	
                Title:   Executive
      Director

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                Bank
      of America, N.A., as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Richard L. Stein

              
	 
      	
                Name:
      Richard L. Stein

              
	 
      	
                Title:   Senior
      Vice President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  BARCLAYS
      BANK PLC, as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Alicia Borys

              
	 
      	
                Name:
      Alicia Borys

              
	 
      	
                Title:   Manager

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                DEUTSCHE
      BANK AG NEW YORK

                BRANCH,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Ming K. Chu

              
	 
      	
                Name:
      Ming K. Chu

              
	 
      	
                Title:   Vice
      President

              
	 
      	 
      
	
                By:

              	
                /s/
      Heidi Sandquist

              
	 
      	
                Name:
      Heidi Sandquist

              
	 
      	
                Title:   Vice
      President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  WACHOVIA
      BANK, N.A as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Henry R. Biedrzycki

              
	 
      	
                Name:
      Henry R. Biedrzycki

              
	 
      	
                Title:   Director

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  ABN
      AMRO Bank, N.V., as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      James L. Moyes

              
	 
      	
                Name:
      James L. Moyes

              
	 
      	
                Title:   Managing
      Director

              
	 
      	 
      
	
                By:

              	
                /s/
      R. Scott Donaldson

              
	 
      	
                Name:
      R. Scott Donaldson

              
	 
      	
                Title:   Director

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  The
      Bank of Nova Scotia, as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Gordon Eadon

              
	 
      	
                Name:
      Gordon Eadon

              
	 
      	
                Title:   Managing
      Director

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  CREDIT
      SUISSE, CAYMAN ISLANDS

                  BRANCH, as
      a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      James Moran

              
	 
      	
                Name:
      James Moran

              
	 
      	
                Title:   Managing
      Director

              
	 
      	 
      
	
                By:

              	
                /s/
      Nupur Kumar

              
	 
      	
                Name:
      Nupur Kumar

              
	 
      	
                Title:   Associate

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                The Royal Bank of
      Scotland, plc
      ,as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Belinda Tucker

              
	 
      	
                Name:
      Belinda Tucker

              
	 
      	
                Title:   Senior
      Vice President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  UBS
      Loan Finance LLC, as
      a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Irja R. Otsa

              
	 
      	
                Name:
      Irja R. Otsa

              
	 
      	
                Title:   Associate
      Director

              
	 
      	 
      
	
                By:

              	
                /s/
      Richard L. Tavrow

              
	 
      	
                Name:
      Richard L. Tavrow

              
	 
      	
                Title:   Director

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  CITIBANK,
      N.A,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Nietzsche Rodricks

              
	 
      	
                Name:
      Nietzsche Rodricks

              
	 
      	
                Title:   Vice
      President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  LEHMAN
      BROTHERS BANK, FSB,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Janine M. Shugan

              
	 
      	
                Name:
      Janine M. Shugan

              
	 
      	
                Title:   Authorized
      Signatory

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  Bank of
      Tokyo-Mitsubishi UFJ, Ltd.,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Kevin Cullen

              
	 
      	
                Name:
      Kevin Cullen

              
	 
      	
                Title:   Authorized
      Signatory

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  HSBC
      BANK USA, NATIONAL ASSOCIATION,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Jennifer Diedzic

              
	 
      	
                Name:
      Jennifer Diedzic

              
	 
      	
                Title:   Vice
      President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  Royal
      Bank of Canada,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Linda M. Stephens

              
	 
      	
                Name:
      Linda M. Stephens

              
	 
      	
                Title:   Authorized
      Signatory

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      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

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  First
      Commercial Bank, New York Agency, as a

                  Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Yu-Mei Hsiao

              
	 
      	
                Name:
      Yu-Mei Hsiao

              
	 
      	
                Title:   Assistant
      General Manager

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  Comercia
      Bank,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Joey Powell

              
	 
      	
                Name:
      Joey Powell

              
	 
      	
                Title:   Vice
      President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  THE
      NORTHERN TRUST COMPANY,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Keith Burson

              
	 
      	
                Name:
      Keith Burson

              
	 
      	
                Title:   Vice
      President

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  SUNTRUST
      BANK,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Andrew Johnson

              
	 
      	
                Name:
      Andrew Johnson

              
	 
      	
                Title:   Director

              


      


      
        
          
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                Signature
      Page

              
	 
      	
                First
      Amendment to CenterPoint Credit Agreement

              
	 
      	 
      
	 
      	
                  MORGAN
      STANLEY BANK,
      as a Bank

              
	 
      	 
      
	
                By:

              	
                /s/
      Daniel Twenge

              
	 
      	
                Name:
      Daniel Twenge

              
	 
      	
                Title:   Authorized
      Signatory

              


      

      



      
        
          
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