Exhibit 4.1
FIRST AMENDMENT TO TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”) dated as of April 26, 2021 is entered into by and among CENTERPOINT ENERGY, INC., a Texas corporation (the “Borrower”), the Banks party hereto and MIZUHO BANK, LTD., as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Banks and the Administrative Agent have entered into that certain Term Loan Agreement dated as of May 15, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);
WHEREAS, the Borrower has requested that the Banks amend the maturity date set forth in the Term Loan Agreement so as to extend the same; and
WHEREAS, the Banks have agreed to so amend the Term Loan Agreement as set forth herein, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to the Term Loan Agreement. Section 1.1 of the Term Loan Agreement is hereby amended by amending and restating in its entirety the following definition thereto to read as follows:
“Maturity Date” means June 14, 2021.
2. Conditions Precedent. This Agreement shall be effective on the first date (the “First Amendment Effective Date”) when all of the following conditions precedent shall have been satisfied (or waived in accordance with Section 10.1 of the Term Loan Agreement):
(a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, each of the Banks and the Administrative Agent;
(b) receipt by the Administrative Agent of (i) a certificate of the Borrower, dated the First Amendment Effective Date and executed by a secretary, assistant secretary or other officer thereof, which shall (x) certify that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors or other applicable authorizing body authorizing the execution, delivery and performance by the Borrower of this Agreement, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (y) identify by name and title and bear the signatures of the responsible officers of the Borrower authorized on the First Amendment Effective Date to sign the Amendment and (ii) a certificate as of a recent date from the Secretary of State of the State of Texas as to the existence of the Borrower and a statement as of a recent date of Franchise Tax Account Status obtained through the website of the Office of the Comptroller of Public Accounts of Texas indicating that the right of the Borrower to transact business in Texas is “active”; and
(c) receipt by the Administrative Agent of reimbursement for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation,
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