exv4w2






Exhibit 4.2

EXECUTION VERSION




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




          FIRST AMENDMENT, dated as of November 18, 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 HOUSTON ELECTRIC,
LLC, a Texas limited liability company (“Borrower”), the banks and other financial
institutions from time to time parties thereto (the “Banks”), BARCLAYS BANK PLC and
WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agent (in such capacity, the
“Co-Syndication Agents”), UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as
co-documentation agents (in such capacities, the “Co-Documentation Agents”), 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 Co-Syndication Agents, 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. Amendment to Section 1.1 of the Credit Agreement (Certain Defined Terms). Section
1.1 of the Credit Agreement is hereby amended by amending and restating the definition of
“Securitization Securities” to read as follows:




     ““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 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 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”.”.



 









 





          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; and




     (b) 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.



 









 





          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 HOUSTON ELECTRIC, LLC

 	 
	 	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/ Robert W. Traband
 	 
	 	 	Name:  	Robert W. Traband 	 
	 	 	Title:  	Executive Director 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	ABN AMRO BANK N.V., as a Bank

 	 
	 	By:  	/s/ R. Scott Donaldson
 	 
	 	 	Name:  	R. Scott Donaldson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Todd Vaubel
 	 
	 	 	Name:  	Todd Vaubel 	 
	 	 	Title:  	Vice President 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




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

 	 
	 	By:  	/s/ Richard Stein
 	 
	 	 	Name:  	Richard Stein 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	The Bank of Nova Scotia, as a Bank

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



 









 






	 	 	 	 	 



Signature Page to

First Amendment to CEHE 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 to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	Barclays Bank PLC, as a Bank

 	 
	 	By:  	/s/ Nicholas A. Bell
 	 
	 	 	Name:  	Nicholas A. Bell 	 
	 	 	Title:  	Director 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	CITIBANK, N.A., as a Bank

 	 
	 	By:  	/s/ Nietzsche Rodricks
 	 
	 	 	Name:  	Nietzsche Rodricks 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	Comerica Bank, as a Bank

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




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as a Bank

 	 
	 	By:  	/s/ Rianka Mohan
 	 
	 	 	Name:  	Rianka Mohan 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	               /s/ Morenikeji Ajayi
 	 
	 	 	Name:  	Morenikeji Ajayi 	 
	 	 	Title:  	Associate 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank

 	 
	 	By:  	/s/ Marcus Tarkington
 	 
	 	 	Name:  	Marcus Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                 /s/ Rainer Meier
 	 
	 	 	Name:  	Rainer Meier 	 
	 	 	Title:  	Vice President 	 
	 




 











 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	HSBC Bank USA, National Association, as a Bank

 	 
	 	By:  	/s/ Jennifer Diedzic
 	 
	 	 	Name:  	Jennifer Diedzic 	 
	 	 	Title:  	Vice President 	 
	 



 









 






Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	MORGAN STANLEY BANK, as a Bank

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	The Northern Trust Company, as a Bank

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




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	Royal Bank of Canada, as a Bank

 	 
	 	By:  	/s/ Jay T. Sartain
 	 
	 	 	Name:  	Jay T. Sartain 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	The Royal Bank of Scotland plc, as a Bank

 	 
	 	By:  	/s/ Belinda Tucker
 	 
	 	 	Name:  	Belinda Tucker 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	Sun Trust Bank, as a Bank

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




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	UBS Loan Finance LLC, as a Bank

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




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	Wachovia Bank, N.A., as a Bank

 	 
	 	By:  	/s/ Henry R. Biedrzycki
 	 
	 	 	Name:  	Henry R. Biedrzycki 	 
	 	 	Title:  	Director 	 
	 




 









 





Signature Page to

First Amendment to CEHE Credit Agreement




	 	 	 	 	 
	 	Wells Fargo Bank, National Association, as a Bank

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