EXHIBIT 4(f)(9)
CENTERPOINT ENERGY RESOURCES CORP.
(Successor to NorAm Energy Corp.)
To
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Successor to Chase Bank of Texas, National Association)
Trustee
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SUPPLEMENTAL INDENTURE No. 8
Dated as of December 28, 2005
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6 1/2% Debentures due February 1, 2008
CENTERPOINT ENERGY RESOURCES CORP.
SUPPLEMENTAL INDENTURE NO. 8
6 1/2% Debentures due February 1, 2008
SUPPLEMENTAL INDENTURE No. 8, dated as of December 28, 2005, between
CENTERPOINT ENERGY RESOURCES CORP. (successor to NorAm Energy Corp.), a Delaware
corporation (the "Company"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(successor to Chase Bank of Texas, National Association), a national banking
association, as Trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of February 1, 1998 (the "Original Indenture" and, as
previously and hereby supplemented and amended, the "Indenture"), providing for
the issuance from time to time of one or more series of the Company's
Securities.
Pursuant to the terms of the Indenture, the Company provided for the
establishment of a series of Securities designated as the "6 1/2% Debentures due
February 1, 2008" (the "Debentures"), the form and substance of the Debentures
and the terms, provisions and conditions thereof in Supplemental Indenture No.
1, dated as of February 1, 1998, between the Company and the Trustee.
Section 307 of the Indenture provides that the Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent.
Subparagraph (5) of Section 901 of the Indenture provides that the Company
and the Trustee may enter into an indenture supplemental to the Indenture to add
to, change or eliminate any of the provisions of the Indenture if such action
does not adversely affect the interests of any Holders.
For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Securities of such series,
as follows:
ARTICLE ONE
Relation to the Indenture
Section 101. Relation to the Indenture. This Supplemental Indenture No. 8
constitutes an integral part of the Indenture.
ARTICLE TWO
Designation of Paying Agent
Section 201. Designation of Paying Agent. JPMorgan Chase Bank, National
Association is hereby designated as the Paying Agent on the Debentures. The
designation of CenterPoint Energy, Inc. as the Paying Agent on the Debentures is
hereby rescinded.
ARTICLE THREE
Miscellaneous Provisions
Section 301. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 8, is in all respects hereby adopted, ratified and
confirmed.
Section 302. This Supplemental Indenture No. 8 may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument. This
Supplemental Indenture No. 8 shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided.
Section 303. THIS SUPPLEMENTAL INDENTURE NO. 8 AND EACH DEBENTURE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 8 to be duly executed, as of the day and year first written above.
CENTERPOINT ENERGY RESOURCES CORP.
By: /s/ Marc Kilbride
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Name: Marc Kilbride
Title: Vice President and Treasurer
Attest: /s/ Richard B. Dauphin
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Name: Richard B. Dauphin
Title: Assistant Secretary
(SEAL)
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Mary Jane Henson
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Name: Mary Jane Henson
Title: Authorized Signature
(SEAL)