EX-4.1


 Exhibit 4.1 

EXECUTION VERSION 

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2018 (this “Amendment”), is by and
among CENTERPOINT ENERGY, INC., a Texas corporation (the “Borrower”), each Bank party hereto, each Issuing Bank party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 

W I T N E S S E T H: 
 WHEREAS,
the Borrower, the Banks, the Issuing Banks and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of March 3, 2016 (as heretofore amended, restated or otherwise modified, the “Credit
Agreement”), for the purposes and consideration therein expressed; and 
 WHEREAS, the Borrower has requested that the
Administrative Agent, the Banks and Issuing Banks agree to amend the Credit Agreement as provided herein (the Credit Agreement, as amended hereby, the “Amended Credit Agreement”), and the Administrative Agent, the Banks and Issuing
Banks party hereto are agreeable to such request upon the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment which are defined in
the Credit Agreement, shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.3 of the Credit Agreement shall apply to this Amendment. 

SECTION 2. Amendments to the Credit Agreement. Effective as of the Amendment Effective Date (as defined in Section 4): 

(a)    Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions in their
entirety: 
 “Commitment” means, as to any Bank, the obligation of such Bank, if any, to make Revolving Loans and
participate in L/C Obligations in an aggregate principal and/or face amount not to exceed (i) as of the Second Amendment Effective Date, the amount set forth under the heading “Second Amendment Effective Date Commitment” opposite such
Bank’s name on Schedule 1.1(A), (ii) as of the Incremental Facility Effectiveness Date (as confirmed in the Incremental Facility Effectiveness Notice delivered to the Administrative Agent), and for the duration of the Incremental
Facility Effectiveness Period, an aggregate total amount of Commitments set forth under the heading “Aggregate Commitment” opposite such Bank’s name on Schedule 1.1(A), reflecting an additional amount set forth under the heading
“Incremental Facility Effectiveness Date Commitment” opposite such Bank’s name on 






 
Schedule 1.1(A) (the “Incremental Facility Commitment”) and/or (iii) in the Assignment and Acceptance pursuant to which such Bank became a party hereto, in each case
as the same may be changed from time to time pursuant to the terms hereof, including the terms of Section 2.1(c), Section 2.6 and Section 4.5 or pursuant to an assignment by such Bank in accordance with Section 10.6. 

“Total Commitments” means, at any time, the aggregate amount of the Commitments of all Banks then in effect. The amount of the
Total Commitments (i) as of the Second Amendment Effective Date is $1,700,000,000 and (ii) as of the Incremental Facility Effectiveness Date (as confirmed in the Incremental Facility Effectiveness Notice delivered to the Administrative
Agent) shall be increased by the Incremental Facility Commitments for an aggregate total of $3,300,000,000, in each case as the same may be changed from time to time pursuant to the terms hereof, including the terms of Section 2.1(c),
Section 2.6 and Section 4.5. 
 (b)    Section 1.1 of the Credit Agreement is hereby amended by adding the
following definitions thereto in the appropriate alphabetical order: 
 “Bridge Facility” has the meaning given such term in
the Bridge Facility Commitment Letter. 
 “Bridge Facility Commitment Letter” means that certain Project Pacer $5.0 Billion
Senior Unsecured Bridge Facility Commitment Letter dated as of April 21, 2018 by and among Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., the Borrower and the other Persons from time to time party thereto. 

“Bridge Facility Commitment Period” means the period commencing on the Second Amendment Effective Date and ending on the
earlier to occur of (i) June 30, 2019 and (ii) the termination of all commitments in respect of the Bridge Facility without any borrowing thereunder. 

“Incremental Facility Commitment” has the meaning ascribed thereto in the definition of “Commitment”. 

“Incremental Facility Effectiveness Date” means the earlier to occur of (i) the termination of all commitments in respect
of the Bridge Facility without any borrowing thereunder and (ii) payment in full of all obligations (other than contingent obligations which by the terms of the Bridge Facility survive payment in full of such obligations) under the Bridge
Facility and termination of all commitments to advance additional credit thereunder; provided that at such time neither the Termination Date nor the Merger Agreement Termination shall have occurred; provided further, that no delay or failure by the
Borrower to deliver the Incremental Facility Effectiveness Notice shall have the effect of changing the Incremental Facility Effectiveness Date. 

“Incremental Facility Effectiveness Notice” means a written notice from the Borrower to the Administrative Agent substantially
in the form attached hereto as Exhibit H. 

  
 2 







 “Incremental Facility Effectiveness Period” means the period commencing on the
Incremental Facility Effectiveness Date (as confirmed in the Incremental Facility Effectiveness Notice delivered to the Administrative Agent) and ending on the earlier to occur of (i) the Termination Date and (ii) the date that is 90 days
after the date on which the Vectren Merger Agreement is terminated pursuant to the terms thereof without consummation of the Merger (as defined therein) (the “Merger Agreement Termination”). 

“Incremental Facility Fee Letter” means that certain Senior Incremental Credit Facility Fee Letter dated as of May 7,
2018 between the Borrower and JPMorgan Chase Bank, N.A. 
 “Merger Agreement Termination” has the meaning given to such term
in the definition of “Incremental Facility Effectiveness Period”. 
 “New Bank Supplement” has the meaning given
to such term in Section 10.21. 
 “Second Amendment Effective Date” means the Amendment Effective Date, as defined in
the Second Amendment, dated as of May 25, 2018, to this Agreement, which date is May 25, 2018. 
 “Vectren Merger
Agreement” means that certain Agreement and Plan of Merger by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc., dated as of April 21, 2018. 

(c)    Section 2.1 of the Credit Agreement is hereby amended by adding a new Section 2.1(c) as follows: 

“(c) The Incremental Facility Commitment shall become effective as of the Incremental Facility Effectiveness Date (as
confirmed in the Incremental Facility Effectiveness Notice delivered to the Administrative Agent) and shall expire on the termination of the Incremental Facility Effectiveness Period.”. 

(d)    Section 3.2 of the Credit Agreement is hereby amended as follows: 

(i) by adding at the end of the first sentence of Section 3.2(a) thereof immediately before the period therein “; provided that
solely for purposes of payment of the Commitment Fee, so long as the Incremental Facility Effectiveness Date has not occurred, the Incremental Facility Commitments of all Banks in the amounts set forth on Schedule 1.1(A) under the heading
“Incremental Facility Effectiveness Date Commitment” shall be deemed included in the Available Commitment as of the date that is the 120th day after the Second Amendment Effective Date until the earlier to occur of (i) the Termination
Date and (ii) the date of the Merger Agreement Termination”; and 
 (ii) by adding a new Section 3.2(d) at the end of such
Section as follows: 
 “(d) The Borrower shall pay fees in the amounts and at the times specified in the Incremental Facility Fee
Letter.”. 

  
 3 







 (e)    Clause (a) of Section 7.2 of the Credit Agreement is hereby
amended by amending and restating such Section in its entirety as follows: 
 “(a)    Financial
Covenant. The Borrower will not permit, as of the last day of any fiscal quarter, the ratio of Consolidated Indebtedness for Borrowed Money as of such date to Consolidated Capitalization as of such date to exceed 65%; provided,
however, (x) during the Bridge Facility Commitment Period, the applicable ratio shall be 75% and (y) during each period (other than during the Bridge Facility Commitment Period) after the occurrence of a Storm Certificate Effective
Date until the applicable Other Covenant Trigger Date, the applicable ratio shall be 70%.”. 
 (f)    Clause
(c) of Section 10.6 of the Credit Agreement is hereby amended by deleting clause (ii) in the second proviso thereof in its entirety and replacing it with text reading in its entirety as follows: 

“(ii) each such sale shall be of a uniform, and not a varying, percentage of all rights and obligations under and in
respect of the Commitment (including, if and when the Borrower has delivered the Incremental Facility Effectiveness Notice to the Administrative Agent, the Incremental Facility Commitment of such Bank set forth under the heading “Incremental
Facility Effectiveness Date Commitment” opposite such Bank’s name on Schedule 1.1(A), as the same may be changed from time to time pursuant to the terms hereof, including the terms of Section 2.1(c), Section 2.6 and
Section 4.5 or pursuant to an assignment by such Bank in accordance with this Section 10.6) of such Bank,”. 

(g)    The Credit Agreement is hereby amended by: 

(i) adding a new Section 10.21 as follows: 

“SECTION 10.21. New Banks. Any additional bank, financial institution or other entity which, with the consent of
the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), elects to become a “Bank” under this Agreement in connection with the Incremental Facility Commitments shall execute a
New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit I, whereupon such bank, financial institution or other entity shall become a Bank for all purposes and to the same extent as if originally a
party hereto as of the Second Amendment Effective Date and shall be bound by and entitled to the benefits of this Agreement with the Incremental Facility Commitment and Commitment set forth on Schedule 1.1(A) to this Agreement.”; 

(ii) adding a new Schedule 1.1(A) to the Credit Agreement in the form attached hereto as Exhibit A; 

(iii) adding a new Exhibit H to the Credit Agreement in the form attached hereto as Exhibit B; and 

(iv) adding a new Exhibit I to the Credit Agreement in the form attached hereto as Exhibit C. 

  
 4 







 SECTION 3. Representations and Warranties. To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants that, as of the date hereof: 
 (a) both immediately before and immediately after
giving effect to this Amendment, all representations and warranties of the Borrower contained in Section 6.1 of the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent
that any representation or warranty is qualified by materiality in the text thereof, in which case such representation or warranty is true and correct in all respects), 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 are true and correct in all material respects as of such specific date; 

(b) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default exists; 

(c) the execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been
duly authorized by all necessary corporate action; and 
 (d) this Amendment has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 SECTION 4.
Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in
accordance with Section 10.1 of the Credit Agreement): 
 (a) the Administrative Agent shall have received counterparts of this
Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank, the Majority Banks and each Bank with an Incremental Facility Commitment; 

(b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower on or prior to the Amendment Effective
Date pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement (including, without limitation, the Incremental Facility Fee Letter) and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the
Borrower on or before the date that is one Business Day prior to the date hereof; 
 (c) the Administrative Agent shall have received an
executed legal opinion, dated as of the Amendment Effective Date, of (i) Baker Botts L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its
equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; 

  
 5 







 (d) the Administrative Agent shall have received a certificate dated as of the Amendment
Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment
and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and
are in full force and effect; and 
 (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been
satisfied. 
 SECTION 5. Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. Counterparts. This Amendment may be executed in any
number of counterparts (or counterpart signature pages), each of which counterparts shall be an original but all of which together shall constitute one instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or
other electronic transmission shall be as effective as delivery of a manually executed counterpart 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 Revolving Loans, in whole or in part, prior to the effectiveness hereof) and binding in respect of all of its Commitments and Revolving Loans, including any acquired subsequent to its execution and delivery of this Amendment and
prior to the effectiveness hereof. 
 SECTION 7. Effect of Amendment. From and after the effectiveness of this Amendment, each
reference to “hereof”, “hereunder”, “herein”, “hereby” and “this Agreement” contained in the Credit Agreement, each reference to “thereof”, “thereunder”, “therein”,
“thereby” and “the Credit Agreement” contained in the other Loan Documents, and each other similar reference contained in the Credit Agreement and the other Loan Documents, shall refer to the Amended Credit Agreement. Except as
expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent or the Banks under the Credit Agreement or under any other
Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents. 

SECTION 8. Headings. Section and subsection headings in this Amendment are for convenience of reference only, and are not part of, and
are not to be taken into consideration in interpreting, this Amendment. 
 SECTION 9. Entire Agreement. This Amendment and the other
Loan Documents represent the agreement of the Borrower, the Administrative Agent and the Banks with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the


  
 6 







 
Administrative Agent or any Bank relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

 

  
 7 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first above written. 
  

			
	CENTERPOINT ENERGY, INC., as the Borrower
		
	By:	 	/s/ Carla Kneipp
	Name:	 	Carla Kneipp
	Title:	 	Vice President and Treasurer


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	 JPMORGAN CHASE BANK, N.A., as

Administrative Agent, a Bank and an Issuing Bank

		
	By:	 	/s/ Juan J. Javellana
	Name:	 	Juan J. Javellana
	Title:	 	Executive Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	MIZUHO BANK, LTD, as a Bank
		
	By:	 	/s/ Donna DeMagistris
	Name:	 	Donna DeMagistris
	Title:	 	Authorized Signatory


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank
		
	By:	 	/s/ Patrick Engel
	Name:	 	Patrick Engel
	Title:	 	Managing Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	CITIBANK, N.A., as a Bank
		
	By:	 	/s/ Richard Rivera
	Name:	 	Richard Rivera
	Title:	 	Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	THE ROYAL BANK OF CANADA, as a Bank
		
	By:	 	/s/ Frank Lambrinos
	Name:	 	Frank Lambrinos
	Title:	 	Authorized Signatory


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	MUFG BANK, LTD., formerly known as THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank and an Issuing Bank
		
	By:	 	/s/ Jeffrey Flagg
	Name:	 	Jeffrey Flagg
	Title:	 	Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	BARCLAYS BANK PLC, as a Bank
		
	By:	 	/s/ Sydney G. Dennis
	Name:	 	Sydney G. Dennis
	Title:	 	Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Bank
		
	By:	 	/s/ William O’Daly
	Name:	 	William O’Daly
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Komal Shah
	Name:	 	Komal Shah
	Title:	 	Authorized Signatory


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
		
	By:	 	/s/ Ming K. Chu
	Name:	 	Ming K. Chu
	Title:	 	Director
		
	By:	 	/s/ Virginia Cosenza
	Name:	 	Virginia Cosenza
	Title:	 	Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	GOLDMAN SACHS BANK USA, as a Bank
		
	By:	 	/s/ Ryan Durkin
	Name:	 	Ryan Durkin
	Title:	 	Authorized Signatory


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	MORGAN STANLEY BANK, N.A., as a Bank
		
	By:	 	/s/ Michael King
	Name:	 	Michael King
	Title:	 	Authorized Signatory


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Bank
		
	By:	 	/s/ Madeline L. Pleskovic
	Name:	 	Madeline L. Pleskovic
	Title:	 	Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	REGIONS BANK, as a Bank
		
	By:	 	/s/ Dion Barrett
	Name:	 	Dion Barrett
	Title:	 	Managing Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	TD BANK, N.A., as a Bank
		
	By:	 	/s/ Vijay Prasad
	Name:	 	Vijay Prasad
	Title:	 	Senior Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Bank
		
	By:	 	/s/ James O’Shaughnessy
	Name:	 	James O’Shaughnessy
	Title:	 	Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	BANK OF AMERICA, N.A., as an Issuing Bank and a Bank
		
	By:	 	/s/ Maggie Halleland
	Name:	 	Maggie Halleland
	Title:	 	Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	THE NORTHERN TRUST COMPANY, as a Bank
		
	By:	 	/s/ Keith L. Burson
	Name:	 	Keith L. Burson
	Title:	 	Senior Vice President


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	BNP PARIBAS, as a Bank
		
	By:	 	/s/ Denis O’Meara
	Name:	 	Denis O’Meara
	Title:	 	Managing Director
		
	By:	 	/s/ Theodore Sheen
	Name:	 	Theodore Sheen
	Title:	 	Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	COMERICA BANK, as a Bank
		
	By:	 	/s/ Tyler Womack
	Name:	 	Tyler Womack
	Title:	 	Portfolio Manager


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 
			
	THE BANK OF NEW YORK MELLON, as a Bank
		
	By:	 	/s/ Richard K. Fronapfel, Jr.
	Name:	 	Richard K. Fronapfel, Jr.
	Title:	 	Director


 [Signature Page to Second Amendment to Amended and Restated CNP Credit Agreement] 






 EXHIBIT A 

To Second Amendment 

SCHEDULE 1.1(A) 
 SCHEDULE
OF COMMITMENTS AND ADDRESSES 
  

													
	 Names and Address of Banks
	  	Second
Amendment
Effective Date
Commitment	 	  	Incremental
Facility
Effectiveness
Date
Commitment	 	  	Aggregate
Commitment	 
	 JPMorgan Chase Bank, N.A.

JPMorgan Loan Services

1111 Fannin Street, 10th Floor

Houston, TX 77002

Attn: Omar Jones

Tel: 713-750-7912

Telecopy: 713-750-2666

omar.e.jones@jpmorgan.com
	  	$	115,550,000.00	 	  	$	98,000,000.00	 	  	$	213,550,000.00	 
				
	 Mizuho Bank, Ltd.

1251 Avenue of the Americas

New York, NY 10020

Attn: Flora Lio

Tel: 201-626-3516

Telecopy: 212-282-4486

lau_uscorp1@mizuhocbus.com
	  	$	115,550,000.00	 	  	$	98,000,000.00	 	  	$	213,550,000.00	 
				
	 Wells Fargo Bank, National Association

301 College St., 11th Floor

MAC: D1053-115

Charlotte, NC 28202

Attn: Patrick Engel

Tel: 704-374-2385

Telecopy: 702-410-0331

patrick.d.engel@wellsfargo.com
	  	$	115,550,000.00	 	  	$	98,000,000.00	 	  	$	213,550,000.00	 

 Schedule 1.1(A) to Amended and Restated CNP Credit Agreement 







													
	 Names and Address of Banks
	  	Second
Amendment
Effective Date
Commitment	 	  	Incremental
Facility
Effectiveness
Date
Commitment	 	  	Aggregate
Commitment	 
	 Bank of America, N.A.

100 North Tryon Street; NC1-007-17-18
 Charlotte, NC 28255

Attn: Michael Mason

Tel: 980-683-1839

Telecopy: 980-233-7196

Michael.Mason@baml.com
	  	$	115,550,000.00	 	  	 	—  	 	  	$	115,550,000.00	 
				
	 Citibank, N.A.

388 Greenwich Street, 31st Floor

New York, NY 10013

Attn: Ashwani Khubani

Tel: 212.816.3690

Telecopy: 646.291.1602

ashwani.khubani@citi.com
	  	$	115,550,000.00	 	  	$	98,000,000.00	 	  	$	213,550,000.00	 
				
	 Royal Bank of Canada

Three World Financial Center

New York, NY 10281

Tel: 212-858-7374

Telecopy: 212-428-6201

frank.lambrinos@rbccm.com
	  	$	115,550,000.00	 	  	$	98,000,000.00	 	  	$	213,550,000.00	 
				
	 MUFG Bank, Ltd.

New York Branch

1251 Avenue of the Americas, 10th Floor

New York, NY 10020-1104

Attn: Nadia Sleiman

Tel: 212-782-6974

Telecopy: 212-782-6440

nsleiman@us.mufg.jp
	  	$	115,550,000.00	 	  	$	98,000,000.00	 	  	$	213,550,000.00	 

 Schedule 1.1(A) to Amended and Restated CNP Credit Agreement 







													
	 Names and Address of Banks
	  	Second
Amendment
Effective Date
Commitment	 	  	Incremental
Facility
Effectiveness
Date
Commitment	 	  	Aggregate
Commitment	 
	 Barclays Bank PLC

c/o Barclays Capital

745 7th Avenue, 26th Floor

New York, NY 10019

Attn: May Huang

Tel: 212-526-0787

Telecopy: 212-526-5115

May.Huang@barcap.com
	  	$	97,910,000.00	 	  	$	85,000,000.00	 	  	$	182,910,000.00	 
				
	 Credit Suisse AG, Cayman Islands Branch

Eleven Madison Avenue

New York NY 10010

Attn: Shweta Kharva

Tel: 9199944787

Telecopy:
1-866-469-3871

shweta.kharva@creditsuisse.com

18664693871@docs.ldsprod.com
	  	$	97,910,000.00	 	  	$	85,000,000.00	 	  	$	182,910,000.00	 
				
	 Deutsche Bank AG New York Branch

c/o Deutsche Bank Securities Inc.

Attn: Sal Vitale / Lidia Suter

60 Wall Street

New York, NY 10005

Tel: 212-250-0228 / 212-250-8232
 sal.vitale@db.com /
lidia.suter@db.com
	  	$	97,910,000.00	 	  	$	85,000,000.00	 	  	$	182,910,000.00	 
				
	 Regions Bank

5005 Woodway Drive, Ste. 110

Houston, TX 77056

Attn: Joey Powell

Tel: 713 426-7236

Telecopy: 713-426-7180

joey.powell@regions.com
	  	$	97,910,000.00	 	  	$	85,000,000.00	 	  	$	182,910,000.00	 

 Schedule 1.1(A) to Amended and Restated CNP Credit Agreement 







													
	 Names and Address of Banks
	  	Second
Amendment
Effective Date
Commitment	 	  	Incremental
Facility
Effectiveness
Date
Commitment	 	  	Aggregate
Commitment	 
	 U.S. Bank National Association

461 Fifth Avenue, 7th Floor

New York, NY 10017

Attn: James O’Shaughnessy

Tel: 917-326-3924

Telecopy: 646-935-4533

james.oshaughnessy@usbank.com
	  	$	97,910,000.00	 	  	$	85,000,000.00	 	  	$	182,910,000.00	 
				
	 Goldman Sachs Bank USA

c/o Goldman, Sachs & Co.

30 Hudson St., 38th Floor

Jersey City, NJ 07302

Attn: Lauren Day

Tel: 212-934-3921

Telecopy: 917-977-3966

gsd.link@gs.com
	  	$	74,900,000.00	 	  	$	108,000,000.00	 	  	$	182,900,000.00	 
				
	 Morgan Stanley Bank, N.A.

1300 Thames Street Wharf, 4th Floor

Baltimore, MD 21231

Attn: Steve Delany

Tel: 443-627-4326

Telecopy: 212-404-9645

doc4secportfolio@morganstanley.com
	  	$	74,900,000.00	 	  	$	108,000,000.00	 	  	$	182,900,000.00	 
				
	 PNC Bank, National Association

Attn: Madeline Moran

Corporate & Institutional Banking

The Tower at PNC Plaza, 10th Floor

300 Fifth Avenue

Pittsburgh, PA 15222

Tel: 412-762-3045

Telecopy: 412-762-2684

Mailstop:
PT-PTWR-10-3

MADELINE.MORAN@PNC.COM
	  	$	74,900,000.00	 	  	$	108,000,000.00	 	  	$	182,900,000.00	 

 Schedule 1.1(A) to Amended and Restated CNP Credit Agreement 







													
	 Names and Address of Banks
	  	Second
Amendment
Effective Date
Commitment	 	  	Incremental
Facility
Effectiveness
Date
Commitment	 	  	Aggregate
Commitment	 
	 TD Bank, N.A.

444 Madison Ave., 2nd Floor

New York, NY 10022

Attn: Vijay Prasad & Thomas Casey

Tel: 646-652-1427 / 212-827-2786
 Telecopy: 212-308-0486
 Vijay.Prasad2@td.com / Thomas.Casey@tdsecurities.com
	  	$	74,900,000.00	 	  	$	108,000,000.00	 	  	$	182,900,000.00	 
				
	 Comerica Bank

910 Louisiana St. Ste 410

Houston, TX 77002

Attn: Joey Powell

Tel: 713-220-5527

Telecopy: 713-220-5631

jbpowell@comerica.com
	  	$	34,000,000.00	 	  	$	30,250,000.00	 	  	$	64,250,000.00	 
				
	 The Bank of New York Mellon

BNY Mellon Center, 36th Floor

500 Grant Street

Pittsburgh, PA 15258-0001

Attn: Hussam Alsahlani

Tel: 412-234-5624

Telecopy: 412-236-1914

hussam.alsahlani@bnymellon.com
	  	$	34,000,000.00	 	  	$	30,250,000.00	 	  	$	64,250,000.00	 
				
	 The Northern Trust Company

50 S LaSalle, M28

Chicago, IL 60603

Attn: Keith Burson

Tel: 312-444-3099

Telecopy: 312-557-1425

KB101@ntrs.com
	  	$	34,000,000.00	 	  	$	30,250,000.00	 	  	$	64,250,000.00	 

 Schedule 1.1(A) to Amended and Restated CNP Credit Agreement 







													
	 Names and Address of Banks
	  	Second
Amendment
Effective Date
Commitment	 	  	Incremental
Facility
Effectiveness
Date
Commitment	 	  	Aggregate
Commitment	 
	 BNP Paribas

787 7th Avenue

New York, NY 10019

Attn: Marc-Olivier Sauve

Tel: 514-285-6100 x6012

Telecopy: 201-616-7911

dl.nyk_ls_regional@us.bnpparibas.com
	  	 	—  	 	  	$	64,250,000.00	 	  	$	64,250,000.00	 
	 Total
	  	$	1,700,000,000	 	  	$	1,600,000,000	 	  	$	3,300,000,000	 

 Schedule 1.1(A) to Amended and Restated CNP Credit Agreement 






 EXHIBIT B 

To Second Amendment 

EXHIBIT H 
 To Credit
Agreement 
 FORM OF 

INCREMENTAL FACILITY EFFECTIVENESS NOTICE 
  

	To:	JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent under that certain Amended and Restated Credit Agreement, dated as of March 3, 2016 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”; capitalized terms defined therein being used herein as so defined), among CenterPoint Energy, Inc. (the “Borrower”), the banks and other financial institutions from time to time
parties thereto and the Administrative Agent, among others. 

 Ladies and Gentlemen: 

The undersigned hereby gives you notice that the Incremental Facility Effectiveness Date occurred on
[                    ], 2018 and that, as of the Incremental Facility Effectiveness Date, the Commitment of each Bank shall be as set forth on
under the heading “Aggregate Commitment” opposite such Bank’s name on Schedule 1.1(A) of the Amended Credit Agreement and (b) as of the date hereof, the Merger Agreement Termination shall not have occurred. 

 

					
	 Very truly yours,

	 CENTERPOINT ENERGY, INC.

		
	By:	 	 
		 	 Name:
	 	
		 	 Title:
	 	


 Dated:
                    , 20     

Exhibit H to Amended and Restated CNP Credit Agreement 






 EXHIBIT C 

To Second Amendment 

EXHIBIT I 
 To
Credit Agreement 
 FORM OF 

NEW BANK SUPPLEMENT 

SUPPLEMENT, dated as of
                                , to the Amended and Restated Credit Agreement,
dated as of March 3, 2016 (as heretofore amended, restated or otherwise modified, the “Credit Agreement”) , among CenterPoint Energy, Inc. (the “Borrower”), the banks and other financial institutions from time to time
parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), among others. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit
Agreement. 
 W I T N E S S E T H: 

WHEREAS, the Credit Agreement provides in Section 10.21 thereof that any bank, financial institution or other entity may become a party
to the Credit Agreement with the consent of the Borrower and the Administrative Agent in connection with the Incremental Facility Commitments by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit
Agreement in substantially the form of this Supplement; and 
 WHEREAS, the undersigned now desires to become a party to the Credit
Agreement; 
 NOW, THEREFORE, the undersigned hereby agrees as follows: 

1.    The undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it
shall, on the date this Supplement is accepted by the Borrower and the Administrative Agent, become a Bank for all purposes of the Credit Agreement as of the Second Amendment Effective Date, to the same extent as if originally a party thereto, with
an Incremental Facility Commitment set forth on Schedule 1.1(A) of the Credit Agreement. 
 2.    The
undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Bank under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Bank, (iii) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank and (iv) if it is a Non-U.S. Bank, attached to this Supplement is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the undersigned, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or
any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank. 
 Exhibit H to
Amended and Restated CNP Credit Agreement 






 3.    The undersigned’s address for notices for the
purposes of the Credit Agreement is as follows: 
  
  

	
	
	   

	
	   

	
	   


 Exhibit H to Amended and Restated CNP Credit Agreement 






 IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a
duly authorized officer on the date first above written. 
  

					
	[NAME OF BANK]
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 Accepted this          day of May, 2018: 

CENTERPOINT ENERGY, INC. 

					
		
	By:	 	 
		 	 Name:
	 	
		 	 Title:
	 	

  

					
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 

 Exhibit H to Amended and Restated CNP Credit Agreement