(Mark One)
|
||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December 31, 2006 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from to |
Texas
(State or other jurisdiction of incorporation or organization) |
74-0694415
(I.R.S. Employer Identification No.) |
|
1111 Louisiana
Houston, Texas 77002 (Address and zip code of principal executive offices) |
(713) 207-1111
(Registrants telephone number, including area code) |
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 par value
and associated
rights to purchase preferred stock |
New York Stock Exchange
Chicago Stock Exchange |
i
ii
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85
117
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134
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136
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147
148
Item 1.
Business
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston),
which engages in the electric transmission and distribution
business in a
5,000-square
mile area of the Texas Gulf Coast that includes Houston; and
CenterPoint Energy Resources Corp. (CERC Corp., and, together
with its subsidiaries, CERC), which owns and operates natural
gas distribution systems in six states. Wholly owned
subsidiaries of CERC Corp. own interstate natural gas pipelines
and gas gathering systems and provide various ancillary
services. Another wholly owned subsidiary of CERC Corp. offers
variable and fixed-price physical natural gas supplies primarily
to commercial and industrial customers and electric and gas
utilities.
our Code of Ethics for our Chief Executive Officer and Senior
Financial Officers;
our Ethics and Compliance Code;
our Corporate Governance Guidelines; and
the charters of our audit, compensation, finance and governance
committees.
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the lien of a Mortgage and Deed of Trust (the Mortgage) dated
November 1, 1944, as supplemented; and
the lien of a General Mortgage (the General Mortgage) dated
October 10, 2002, as supplemented, which is junior to the
lien of the Mortgage.
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two interstate natural gas pipelines; and
gas transmission lines primarily located in Arkansas, Illinois,
Louisiana, Missouri, Oklahoma and Texas.
CenterPoint Energy Gas Transmission Company (CEGT) is an
interstate pipeline that provides natural gas transportation,
natural gas storage and pipeline services to customers
principally in Arkansas, Louisiana, Oklahoma and Texas; and
CenterPoint Energy-Mississippi River Transmission Corporation
(MRT) is an interstate pipeline that provides natural gas
transportation, natural gas storage and pipeline services to
customers principally in Arkansas and Missouri.
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restricting the way we can handle or dispose of wastes;
limiting or prohibiting construction activities in sensitive
areas such as wetlands, coastal regions, or areas inhabited by
endangered species;
requiring remedial action to mitigate pollution conditions
caused by our operations, or attributable to former
operations; and
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enjoining the operations of facilities deemed in non-compliance
with permits issued pursuant to such environmental laws and
regulations.
construct or acquire new equipment;
acquire permits for facility operations;
modify or replace existing and proposed equipment; and
clean up or decommission waste disposal areas, fuel storage and
management facilities and other locations and facilities.
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Number Represented
by Unions or
Other Collective
Number
Bargaining Groups
2,754
1,170
4,147
1,466
103
555
185
879
8,623
2,636
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(as of February 28, 2007)
57
President and Chief Executive
Officer and Director
57
Executive Vice President, General
Counsel and Corporate Secretary
57
Executive Vice President and Chief
Financial Officer
59
Senior Vice President and Chief
Accounting Officer
59
Senior Vice President and Group
President and Chief Operating Officer, CenterPoint Energy
Pipelines and Field Services
57
Senior Vice President and Group
President Regulated Operations
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Item 1A.
Risk
Factors
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the timing and amount of our recovery of the
true-up
components, including, in particular, the results of appeals to
the courts of determinations on rulings obtained to date;
general economic and capital market conditions;
credit availability from financial institutions and other
lenders;
investor confidence in us and the markets in which we operate;
maintenance of acceptable credit ratings;
market expectations regarding our future earnings and cash flows;
market perceptions of our ability to access capital markets on
reasonable terms;
our exposure to RRI in connection with its indemnification
obligations arising in connection with its separation from
us; and
provisions of relevant tax and securities laws.
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restricting the way we can handle or dispose of wastes;
limiting or prohibiting construction activities in sensitive
areas such as wetlands, coastal regions, or areas inhabited by
endangered species;
requiring remedial action to mitigate pollution conditions
caused by our operations, or attributable to former
operations; and
enjoining the operations of facilities deemed in non-compliance
with permits issued pursuant to such environmental laws and
regulations.
construct or acquire new equipment;
acquire permits for facility operations;
modify or replace existing and proposed equipment; and
clean up or decommission waste disposal areas, fuel storage and
management facilities and other locations and facilities.
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those transferred to RRI or its subsidiaries in connection with
the organization and capitalization of RRI prior to its initial
public offering in 2001; and
those transferred to Texas Genco in connection with its
organization and capitalization.
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Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
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Item 3.
Legal
Proceedings
Item 4.
Submission
of Matters to a Vote of Security Holders
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Dividend
Market Price
Declared
High
Low
Per Share(1)
$
0.20
$
10.65
$
12.61
$
0.07
$
11.68
$
13.21
$
0.07
$
13.04
$
15.13
$
0.06
$
14.82
$
12.65
$
0.15
$
13.28
$
11.92
$
0.15
$
11.73
$
12.50
$
0.15
$
12.55
$
14.55
$
0.15
$
14.22
$
16.80
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(1)
During 2005, we paid irregular quarterly dividends based on
earnings in each specific quarter in order to comply with
requirements under the Public Utility Holding Company Act of
1935, as amended (1935 Act). The 1935 Act, with its requirements
associated with dividends, was repealed effective as of
February 8, 2006.
Item 6.
Selected
Financial Data
Year Ended December 31,
2002
2003(1)
2004(2)
2005(3)
2006
(In millions, except per share amounts)
$
6,438
$
7,790
$
7,999
$
9,722
$
9,319
482
409
205
225
432
(4,402
)
75
(133
)
(3
)
(977
)
30
$
(3,920
)
$
484
$
(905
)
$
252
$
432
$
1.62
$
1.35
$
0.67
$
0.72
$
1.39
(14.78
)
0.24
(0.43
)
(0.01
)
(3.18
)
0.10
$
(13.16
)
$
1.59
$
(2.94
)
$
0.81
$
1.39
$
1.61
$
1.24
$
0.61
$
0.67
$
1.33
(14.69
)
0.22
(0.37
)
(0.01
)
(2.72
)
0.09
$
(13.08
)
$
1.46
$
(2.48
)
$
0.75
$
1.33
$
1.07
$
0.40
$
0.40
$
0.40
$
0.60
66
%
30
%
60
%
56
%
43
%
11.8
%
25.7
%
14.4
%
18.7
%
30.3
%
2.03
1.81
1.43
1.51
1.77
$
4.74
$
5.77
$
3.59
$
4.18
$
4.96
8.01
9.69
11.30
12.85
16.58
169
%
168
%
315
%
307
%
334
%
$
4,594
$
4,244
$
1,565
$
$
20,635
21,461
18,096
17,116
17,633
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Year Ended December 31,
2002
2003(1)
2004(2)
2005(3)
2006
(In millions, except per share amounts)
347
63
187
736
717
676
2,480
2,408
9,260
10,222
8,353
6,427
6,592
706
12
%
14
%
11
%
13
%
15
%
6
%
82
%
86
%
89
%
87
%
85
%
12
%
15
%
12
%
17
%
19
%
7
%
81
%
85
%
88
%
83
%
81
%
$
566
$
497
$
530
$
719
$
1,121
(1)
Net income for 2003 includes the cumulative effect of an
accounting change resulting from the adoption of
SFAS No. 143, Accounting for Asset Retirement
Obligations ($80 million after-tax gain, or $0.26 and
$0.24 earnings per basic and diluted share, respectively), which
is included in discontinued operations related to Texas Genco.
(2)
Net income for 2004 includes an after-tax extraordinary loss of
$977 million ($3.18 and $2.72 loss per basic and diluted
share, respectively) based on our analysis of the Texas Utility
Commissions order in the 2004
True-Up
Proceeding. Additionally, we recorded a net after-tax loss of
approximately $133 million ($0.43 and $0.37 loss per basic
and diluted share, respectively) in 2004 related to our interest
in Texas Genco.
(3)
Net income for 2005 includes an after-tax extraordinary gain of
$30 million ($0.10 and $0.09 per basic and diluted
share, respectively) recorded in the first quarter reflecting an
adjustment to the extraordinary loss recorded in the last half
of 2004 to write down generation-related regulatory assets as a
result of the final orders issued by the Texas Utility
Commission.
(4)
In October 2006, CERC amended its receivables facility and
extended the termination date to October 30, 2007. Under
the terms of the amended receivables facility, the provisions
for sale accounting under SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, were no longer met.
Accordingly, advances received by CERC upon the sale of
receivables are accounted for as short-term borrowings as of
December 31, 2006.
(5)
The subsidiary trusts that issued trust preferred securities
have been deconsolidated as a result of the adoption of
FIN 46 Consolidation of Variable Interest Entities,
an Interpretation of Accounting Research
Bulletin No. 51 (FIN 46) and the
subordinated debentures issued to those trusts were reported as
long-term debt effective December 31, 2003. As of
December 31, 2006, these were reported as current portion
of long-term debt due to their redemption in February 2007.
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Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston),
which engages in the electric transmission and distribution
business in a
5,000-square
mile area of the Texas Gulf Coast that includes Houston; and
CenterPoint Energy Resources Corp. (CERC Corp., and, together
with its subsidiaries, CERC), which owns and operates natural
gas distribution systems in six states. Wholly owned
subsidiaries of CERC Corp. own interstate natural gas pipelines
and gas gathering systems and provide various ancillary
services. Another wholly owned subsidiary of CERC Corp. offers
variable and fixed-price physical natural gas supplies primarily
to commercial and industrial customers and electric and gas
utilities.
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the timing and amount of our recovery of the
true-up
components, including, in particular, the results of appeals to
the courts of determinations on rulings obtained to date;
state and federal legislative and regulatory actions or
developments, including deregulation, re-regulation, changes in
or application of laws or regulations applicable to other
aspects of our business;
timely and appropriate rate actions and increases, allowing
recovery of costs and a reasonable return on investment;
industrial, commercial and residential growth in our service
territory and changes in market demand and demographic patterns;
the timing and extent of changes in commodity prices,
particularly natural gas;
changes in interest rates or rates of inflation;
weather variations and other natural phenomena;
the timing and extent of changes in the supply of natural gas;
the timing and extent of changes in natural gas basis
differentials;
commercial bank and financial market conditions, our access to
capital, the cost of such capital, and the results of our
financing and refinancing efforts, including availability of
funds in the debt capital markets;
actions by rating agencies;
effectiveness of our risk management activities;
inability of various counterparties to meet their obligations to
us;
non-payment for our services due to financial distress of our
customers, including Reliant Energy, Inc. (RRI);
the ability of RRI and its subsidiaries to satisfy their
obligations to us, including indemnity obligations, or in
connection with the contractual arrangements pursuant to which
we are their guarantor;
the outcome of litigation brought by or against us;
our ability to control costs;
the investment performance of our employee benefit plans;
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our potential business strategies, including acquisitions or
dispositions of assets or businesses, which we cannot be assured
to be completed or to have the anticipated benefits to
us; and
other factors we discuss under Risk Factors in
Item 1A of this report and in other reports we file from
time to time with the SEC.
Year Ended December 31,
2004
2005
2006
$
7,999
$
9,722
$
9,319
7,135
8,783
8,274
864
939
1,045
31
(44
)
94
(20
)
49
(80
)
(739
)
(670
)
(470
)
(38
)
(40
)
(130
)
226
121
20
23
35
344
378
494
139
153
62
205
225
432
(133
)
(3
)
72
222
432
(977
)
30
$
(905
)
$
252
$
432
$
0.67
$
0.72
$
1.39
(0.43
)
(0.01
)
(3.18
)
0.10
$
(2.94
)
$
0.81
$
1.39
$
0.61
$
0.67
$
1.33
(0.37
)
(0.01
)
(2.72
)
0.09
$
(2.48
)
$
0.75
$
1.33
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Year Ended December 31,
2004
2005
2006
$
494
$
487
$
576
178
175
124
44
60
77
129
165
181
51
70
89
(32
)
(18
)
(2
)
$
864
$
939
$
1,045
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Year Ended December 31,
2004
2005
2006
$
1,446
$
1,538
$
1,516
75
106
265
1,521
1,644
1,781
539
618
611
248
258
243
203
214
212
37
67
139
1,027
1,157
1,205
$
494
$
487
$
576
456
448
450
38
39
126
$
494
$
487
$
576
23,748
24,924
23,955
73,632
74,189
75,877
1,639,488
1,683,100
1,732,656
1,862,853
1,912,346
1,968,114
(1)
Represents the amount necessary to pay interest on the
transition bonds.
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Year Ended December 31,
2004
2005
2006
$
3,579
$
3,846
$
3,593
2,596
2,841
2,598
544
551
594
141
152
152
120
127
125
3,401
3,671
3,469
$
178
$
175
$
124
175
160
152
237
215
224
412
375
376
2,798,352
2,839,947
2,883,927
245,926
244,782
243,265
3,044,278
3,084,729
3,127,192
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Year Ended December 31,
2004
2005
2006
$
2,848
$
4,129
$
3,651
2,778
4,033
3,540
22
30
30
2
2
1
2
4
3
2,804
4,069
3,574
$
44
$
60
$
77
228
304
335
35
27
36
141
156
149
76
51
35
480
538
555
97
138
140
5,976
6,328
6,452
172
142
138
6,245
6,608
6,730
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Year Ended December 31,
2004
2005
2006
$
368
$
386
$
388
58
47
31
131
121
120
36
36
37
14
17
19
239
221
207
$
129
$
165
$
181
859
914
939
4
2
1
863
916
940
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Year Ended December 31,
2004
2005
2006
$
92
$
120
$
150
(9
)
(10
)
(10
)
40
49
59
8
9
10
2
2
2
41
50
61
$
51
$
70
$
89
321
353
375
Year Ended December 31,
2004
2005
2006
$
8
$
19
$
15
40
37
17
$
(32
)
$
(18
)
$
(2
)
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Year Ended December 31,
2004
2005
2006
$
736
$
63
$
991
1,466
17
(1,056
)
(2,124
)
(171
)
118
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approximately $1.1 billion of capital expenditures;
cash settlement obligations in connection with possible
conversions by holders of our 3.75% convertible senior
notes, having an aggregate principal amount of $575 million;
dividend payments on CenterPoint Energy common stock and debt
service payments;
settlement of our 2.875% convertible senior notes for
$255 million and settlement of our 8.257% Junior
Subordinated Deferrable Interest Debentures for
$104 million, as discussed in Notes 8(b) and 15 to our
consolidated financial statements; and
$153 million of maturing long-term debt, including
$147 million of transition bonds.
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2006
2007
2008
2009
2010
2011
$
389
$
408
$
406
$
402
$
437
$
435
187
208
217
202
207
212
18
18
12
12
12
12
437
272
269
45
54
62
65
116
86
85
85
85
25
33
26
21
12
13
$
1,121
$
1,055
$
1,016
$
767
$
807
$
819
2012 and
Total
2007
2008-2009
2010-2011
thereafter
2,407
147
334
397
1,529
6,593
476
513
781
4,823
867
123
224
187
333
4,702
419
798
745
2,740
1
1
80
22
29
14
15
181
181
221
141
44
36
3,044
922
504
412
1,206
18,096
2,431
2,446
2,572
10,647
(1)
We calculated estimated interest payments for long-term debt as
follows: for fixed-rate debt and term debt, we calculated
interest based on the applicable rates and payment dates; for
variable-rate debt
and/or
non-term debt, we used interest rates in place as of
December 31, 2006. We typically expect to settle such
interest payments with cash flows from operations and short-term
borrowings.
(2)
For a discussion of operating leases, please read
Note 10(b) to our consolidated financial statements.
(3)
Contributions to our qualified pension plan are not required in
2007. However, we expect to contribute approximately
$7 million and $29 million, respectively, to our
non-qualified pension and postretirement benefits plans in 2007.
(4)
Represents capital commitments for material in connection with
the construction of a new pipeline by our Interstate Pipelines
business segment. This project has been included in the table of
capital expenditures presented above.
(5)
For a discussion of other commodity commitments, please read
Note 10(a) to our consolidated financial statements.
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Facility Size at
February 16,
Amount Utilized at
Type of Facility
2007
February 16, 2007
CenterPoint Energy
Revolver
$
1,200
$
28
(1)
March 31, 2011
CenterPoint Houston
Revolver
300
4
(1)
March 31, 2011
CERC Corp.
Revolver
550
6
(1)
March 31, 2011
CERC
Receivables
375
71
October 30, 2007
(1)
Represents outstanding letters of credit.
Moodys
S&P
Fitch
Rating
Outlook(1)
Rating
Outlook(2)
Rating
Outlook(3)
Ba1
Stable
BBB-
Stable
BBB-
Stable
Baa2
Stable
BBB
Stable
A-
Stable
Baa3
Stable
BBB
Stable
BBB
Stable
(1)
A stable outlook from Moodys indicates that
Moodys does not expect to put the rating on review for an
upgrade or downgrade within 18 months from when the outlook
was assigned or last affirmed.
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(2)
An S&P rating outlook assesses the potential direction of a
long-term credit rating over the intermediate to longer term.
(3)
A stable outlook from Fitch encompasses a
one-to-two-year
horizon as to the likely ratings direction.
55
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cash collateral requirements that could exist in connection with
certain contracts, including gas purchases, gas price hedging
and gas storage activities of our Natural Gas Distribution and
Competitive Natural Gas Sales and Services business segments,
particularly given gas price levels and volatility;
acceleration of payment dates on certain gas supply contracts
under certain circumstances, as a result of increased gas prices
and concentration of natural gas suppliers;
increased costs related to the acquisition of natural gas;
increases in interest expense in connection with debt
refinancings and borrowings under credit facilities;
various regulatory actions;
the ability of RRI and its subsidiaries to satisfy their
obligations as the principal customers of CenterPoint Houston
and in respect of RRIs indemnity obligations to us and our
subsidiaries or in connection with the contractual obligations
to a third party pursuant to which CERC is a guarantor;
slower customer payments and increased write-offs of receivables
due to higher gas prices;
cash payments in connection with the exercise of contingent
conversion rights of holders of convertible debt;
the outcome of litigation brought by and against us;
contributions to benefit plans;
restoration costs and revenue losses resulting from natural
disasters such as hurricanes; and
various other risks identified in Risk Factors in
Item 1A of this report.
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Inflation adjustment
The estimated cash flows
are adjusted for inflation estimates for labor, equipment,
materials, and other disposal costs;
Discount rate
The estimated cash flows
include contingency factors that were used as a proxy for the
market risk premium; and
Third party markup adjustments
Internal labor
costs included in the cash flow calculation were adjusted for
costs that a third party would incur in performing the tasks
necessary to retire the asset.
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Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
Commodity price risk results from exposures to changes in spot
prices, forward prices and price volatilities of commodities,
such as natural gas and other energy commodities risk.
Interest rate risk primarily results from exposures to changes
in the level of borrowings and changes in interest rates.
Equity price risk results from exposures to changes in prices of
individual equity securities.
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Item 8.
Financial
Statements and Supplementary Data
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OVER FINANCIAL REPORTING
Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions
of the assets of the company;
Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
directors of the company; and
Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
companys assets that could have a material effect on the
financial statements.
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Year Ended December 31,
2004
2005
2006
(In millions,
except per share amounts)
$
7,999
$
9,722
$
9,319
5,013
6,509
5,909
1,277
1,358
1,399
490
541
599
355
375
367
7,135
8,783
8,274
864
939
1,045
31
(44
)
94
(20
)
49
(80
)
(739
)
(670
)
(470
)
(38
)
(40
)
(130
)
226
121
20
23
35
(520
)
(561
)
(551
)
344
378
494
(139
)
(153
)
(62
)
205
225
432
294
11
(61
)
(366
)
(14
)
(133
)
(3
)
72
222
432
(977
)
30
$
(905
)
$
252
$
432
$
0.67
$
0.72
$
1.39
(0.43
)
(0.01
)
(3.18
)
0.10
$
(2.94
)
$
0.81
$
1.39
$
0.61
$
0.67
$
1.33
(0.37
)
(0.01
)
(2.72
)
0.09
$
(2.48
)
$
0.75
$
1.33
66
Table of Contents
Year Ended December 31,
2004
2005
2006
(In millions)
$
(905
)
$
252
$
432
367
(9
)
12
59
17
22
(7
)
11
14
(68
)
(4
)
3
347
22
48
$
(558
)
$
274
$
480
67
Table of Contents
68
Table of Contents
Year Ended December 31,
2004
2005
2006
(In millions)
$
(905
)
$
252
$
432
133
3
977
(30
)
205
225
432
490
541
599
92
77
56
265
232
(234
)
(107
)
(7
)
(8
)
(7
)
(32
)
44
(94
)
20
(49
)
80
66
(202
)
(456
)
262
(10
)
(115
)
(82
)
35
(53
)
53
218
321
(269
)
25
(129
)
111
(40
)
(12
)
(18
)
12
51
(156
)
81
(471
)
230
(520
)
(192
)
79
177
(476
)
(75
)
(34
)
(14
)
(76
)
(22
)
69
18
80
30
43
4
67
6
20
18
(1
)
381
101
991
355
(38
)
736
63
991
(604
)
(693
)
(1,007
)
2,947
700
(326
)
(383
)
(390
)
383
(191
)
24
(12
)
(32
)
30
(2
)
(17
)
1,466
17
(1,056
)
(63
)
75
187
(1,206
)
(236
)
(3
)
229
3,161
324
(943
)
(3,045
)
(229
)
(15
)
(21
)
(5
)
(123
)
(124
)
(187
)
(15
)
12
17
27
2
4
(2,124
)
(171
)
118
78
(91
)
53
87
165
74
$
165
$
74
$
127
$
759
$
667
$
532
(124
)
351
195
35
113
69
Table of Contents
2004
2005
2006
Shares
Amount
Shares
Amount
Shares
Amount
(In millions of dollars and shares)
$
$
$
306
3
308
3
310
3
2
2
4
308
3
310
3
314
3
2,868
2,891
2,931
23
40
46
2,891
2,931
2,977
(1
)
(3
)
1
3
(700
)
(1,728
)
(1,600
)
(905
)
252
432
(123
)
(124
)
(187
)
(1,728
)
(1,600
)
(1,355
)
(79
)
(6
)
(15
)
(3
)
(51
)
(23
)
13
(3
)
(60
)
(38
)
(69
)
$
1,106
$
1,296
$
1,556
70
Table of Contents
(a)
Background
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston),
which engages in the electric transmission and distribution
business in a
5,000-square
mile area of the Texas Gulf Coast that includes Houston; and
CenterPoint Energy Resources Corp. (CERC Corp., and, together
with its subsidiaries, CERC), which owns and operates natural
gas distribution systems in six states. Wholly owned
subsidiaries of CERC own interstate natural gas pipelines and
gas gathering systems and provide various ancillary services.
Another wholly owned subsidiary of CERC Corp. offers variable
and fixed-price physical natural gas supplies primarily to
commercial and industrial customers and electric and gas
utilities.
(b)
Basis
of Presentation
(a)
Reclassifications
and Use of Estimates
(b)
Principles
of Consolidation
71
Table of Contents
(c)
Revenues
(d)
Long-lived
Assets and Intangibles
Weighted Average
Useful Lives
December 31,
(Years)
2005
2006
(In millions)
39
$
6,463
$
6,823
30
2,740
2,875
25
27
53
53
1,520
1,943
52
367
429
30
441
444
11,558
12,567
(2,386
)
(2,566
)
(391
)
(462
)
(5
)
(9
)
(144
)
(176
)
(23
)
(31
)
(117
)
(119
)
(3,066
)
(3,363
)
$
8,492
$
9,204
$
746
579
339
25
20
$
1,709
72
Table of Contents
(e)
Regulatory
Assets and Liabilities
December 31,
2005
2006
(In millions)
$
332
$
304
2,420
2,285
91
85
483
46
38
2,889
3,195
(662
)
(697
)
$
2,227
$
2,498
(1)
Excludes $248 million and $234 million of allowed
equity return on the
true-up
balance as of December 31, 2005 and 2006, respectively.
(2)
Upon adoption of SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans An Amendment of FASB Statements No. 87,
88, 106 and 132(R) (SFAS No. 158), the Company
recorded a regulatory asset for its unrecognized costs
associated with operations that have historically recovered and
currently recover pension and postretirement expenses in rates.
See Note 2(n).
73
Table of Contents
(f)
Depreciation
and Amortization Expense
2004
2005
2006
$
415
$
432
$
440
75
109
159
$
490
$
541
$
599
(g)
Capitalization
of Interest and Allowance for Funds Used During
Construction
(h)
Income
Taxes
74
Table of Contents
(i)
Accounts
Receivable and Allowance for Doubtful Accounts
(j)
Inventory
December 31,
2005
2006
(In millions)
$
88
$
94
294
305
$
382
$
399
(k)
Derivative
Instruments
75
Table of Contents
(l)
Investment
in Other Debt and Equity Securities
(m)
Environmental
Costs
(n)
Statements
of Consolidated Cash Flows
(o)
New
Accounting Pronouncements
76
Table of Contents
Before
Change due
After
Adoption of
to
Adoption of
SFAS No. 158
SFAS No. 158
SFAS No. 158
$
17
$
466
$
483
616
(507
)
109
15
15
(2
)
(64
)
(66
)
288
87
375
(3
)
(79
)
(82
)
77
Table of Contents
(p)
Stock-Based
Incentive Compensation Plans and Employee Benefit
Plans
78
Table of Contents
Year Ended
December 31,
2004
$
(905
)
5
(9
)
$
(909
)
$
(2.94
)
$
(2.95
)
$
(2.48
)
$
(2.49
)
Initially measured using fair
value and expected achievement levels on the date of grant.
Compensation cost is then periodically adjusted to reflect
changes in market prices and achievement through the settlement
date.
Initially measured using the
awards target unit value of $100 that reflects expected
achievement levels on the date of grant. Compensation cost is
then periodically adjusted to reflect changes in achievement
through the settlement date.
Measured using fair value on the
grant date.
Estimated using the Black-Scholes
option valuation method.
5
3.02
%
27.23
%
$
0.40
Measured using fair value and expected achievement levels on the
grant date.
Measured using fair value on the grant date and expected
achievement.
79
Table of Contents
Outstanding Options
Year Ended December 31, 2006
Remaining Average
Shares
Weighted-Average
Contractual
Aggregate Intrinsic
(Thousands)
Exercise Price
Life (Years)
Value (Millions)
13,667
16.05
(2,306
)
12.38
(1,788
)
14.90
9,573
17.15
3.7
$
35
9,007
17.54
3.5
32
Non-Vested Options
Year Ended December 31, 2006
Weighted-Average
Shares
Grant Date
(Thousands)
Fair Value
1,859
$
1.79
(1,244
)
1.76
(49
)
1.81
566
1.86
Outstanding and Non-Vested Shares
Year Ended December 31, 2006
Remaining Average
Weighted-Average
Shares
Contractual Life
Aggregate Intrinsic
Grant Date
(Thousands)
(Years)
Value (Millions)
Fair Value
1,560
$
9.30
910
13.05
(78
)
12.73
(689
)
5.72
1,703
1.5
$
19
12.60
80
Table of Contents
Outstanding and Non-Vested Units
Year Ended December 31, 2006
Weighted-Average
Remaining Average
Units
Grant Date
Contractual Life
Aggregate Intrinsic
(Thousands)
Fair Value
(Years)
Value (Millions)
34
$
100.00
(2
)
100.00
(1
)
100.00
31
100.00
$
2
Outstanding and Non-Vested Shares
Year Ended December 31, 2006
Weighted-Average
Remaining Average
Shares
Grant Date
Contractual Life
Aggregate Intrinsic
(Thousands)
Fair Value
(Years)
Value (Millions)
969
$
8.88
292
12.96
(24
)
12.09
(484
)
6.11
753
12.14
1.2
$
12
Year Ended December 31,
2004
2005
2006
$
1.86
$
$
100.00
12.13
13.05
10.95
12.25
12.96
Year Ended December 31,
2004
2005
2006
(In millions)
$
3
$
8
$
10
7
5
10
7
81
Table of Contents
82
Table of Contents
Year Ended December 31,
2004
2005
2006
Pension
Postretirement
Pension
Postretirement
Pension
Postretirement
Benefits
Benefits
Benefits
Benefits
Benefits
Benefits
(In millions)
$
41
$
4
$
35
$
2
$
37
$
2
106
31
99
27
101
26
(103
)
(13
)
(137
)
(12
)
(143
)
(12
)
(9
)
6
(7
)
2
(7
)
2
47
46
50
7
7
7
17
4
2
8
1
1
$
86
$
54
$
36
$
27
$
46
$
26
$
11
$
20
$
$
$
$
December 31,
2004
2005
2006
Pension
Postretirement
Pension
Postretirement
Pension
Postretirement
Benefits
Benefits
Benefits
Benefits
Benefits
Benefits
6.25
%
6.25
%
5.75
%
5.75
%
5.70
%
5.70
%
9.00
8.50
8.50
8.00
8.50
8.00
4.10
4.60
4.60
83
Table of Contents
December 31,
2005
2006
Pension
Postretirement
Pension
Postretirement
Benefits
Benefits
Benefits
Benefits
(In millions)
$
1,791
$
535
$
1,830
$
467
35
2
37
2
99
27
101
26
5
6
(116
)
(38
)
(161
)
(42
)
21
(65
)
(39
)
(3
)
8
4
1
8
1
1,830
467
1,776
469
1,657
156
1,729
154
85
24
7
27
5
6
(116
)
(38
)
(161
)
(42
)
103
7
231
13
1,729
154
1,806
158
(101
)
(313
)
30
(311
)
747
36
(47
)
12
58
$
599
$
(207
)
$
30
$
(311
)
84
Table of Contents
December 31,
2005
2006
Pension
Postretirement
Pension
Postretirement
Benefits
Benefits
Benefits
Benefits
(In millions)
$
655
$
$
109
$
(7
)
(8
)
(79
)
(207
)
(72
)
(303
)
23
$
599
$
(207
)
$
30
$
(311
)
5.70
%
5.70
%
5.85
%
5.85
%
8.50
8.00
8.50
7.60
4.60
4.60
9.00
7.00
13.00
5.50
5.50
2011
2014
December 31,
2005
2006
Pension
Postretirement
Pension
Postretirement
Benefits
Benefits
Benefits
Benefits
(In millions)
$
26
$
$
128
$
8
(3
)
(7
)
16
4
$
23
$
$
121
$
28
Pension
Postretirement
Benefits
Benefits
$
9
$
(1
)
2
$
8
$
2
Table of Contents
December 31,
2005
2006
(In millions)
$
79
$
78
81
79
1%
1%
Increase
Decrease
(In millions)
$
21
$
18
1
1
December 31,
2005
2006
Pension
Postretirement
Pension
Postretirement
Benefits
Benefits
Benefits
Benefits
48
%
27
%
50
%
28
%
10
11
11
9
10
11
30
64
27
61
1
1
1
100
%
100
%
100
%
100
%
Pension
Postretirement
Benefits
Benefits
45-55
%
22-32
%
7-13
%
7-13
%
4-14
%
24-34
%
60-70
%
0-5
%
0-2
%
0-2
%
86
Table of Contents
Postretirement Benefit Plan
Medicare
Pension
Benefit
Subsidy
Benefits
Payments
Receipts
$
119
$
33
$
(4
)
124
35
(4
)
129
36
(4
)
131
38
(5
)
132
40
(5
)
691
216
(29
)
87
Table of Contents
88
Table of Contents
Year Ended December 31,
2004
2005
$
(99
)
$
10
426
327
10
13
1
(46
)
294
11
(61
)
233
11
(214
)
(4
)
(152
)
(10
)
(366
)
(14
)
$
(133
)
$
(3
)
(1)
In 2004, Texas Genco recorded an after-tax loss of
$426 million related to the sale of its coal, lignite and
gas-fired generation plants which occurred in the first step of
the transaction pursuant to which Texas Genco was sold. This
loss was reversed by CenterPoint Energy to reflect its estimated
loss on the sale of Texas Genco.
(2)
General corporate overhead previously allocated to Texas Genco
from CenterPoint Energy, which will not be eliminated by the
sale of Texas Genco, was excluded from income from discontinued
operations and is reflected as general corporate overhead of
CenterPoint Energy in income from continuing operations in
accordance with SFAS No. 144.
(3)
Interest expense was reclassified to discontinued operations of
Texas Genco related to the applicable amounts of CenterPoint
Energys term loan and revolving credit facility debt that
would have been assumed to be paid off with any proceeds from
the sale of Texas Genco during those respective periods in
accordance with SFAS No. 144.
(a)
Recovery
of
True-Up
Balance
89
Table of Contents
90
Table of Contents
(b)
Final
Fuel Reconciliation
91
Table of Contents
(c)
Remand
of 2001 Unbundled Cost of Service (UCOS) Order
(d)
Refund
of Environmental Retrofit Costs
(e)
Rate
Cases
92
Table of Contents
93
Table of Contents
94
Table of Contents
(f)
City
of Tyler, Texas Dispute
(a)
Non-Trading
Activities
95
Table of Contents
December 31, 2005
December 31, 2006
Investment
Investment
Grade(1)
Total
Grade(1)
Total
$
24
$
25
$
22
$
27
208
208
51
51
2
45
41
$
232
$
235
$
118
$
119
(1)
Investment grade is primarily determined using
publicly available credit ratings along with the consideration
of credit support (such as parent company guaranties) and
collateral, which encompass cash and standby letters of credit.
For unrated counterparties, the Company performs financial
statement analysis, considering contractual rights and
restrictions and collateral, to create a synthetic credit rating.
96
Table of Contents
(a)
Original
Investment in Time Warner Securities
(b)
ZENS
97
Table of Contents
Debt
Derivative
TW
Component
Component
Investment
of ZENS
of ZENS
$
390
$
105
$
321
2
20
31
421
107
341
2
(49
)
(44
)
377
109
292
2
80
94
$
471
$
111
$
372
(a)
Capital
Stock
(b)
Shareholder
Rights Plan
98
Table of Contents
December 31,
December 31,
2005
2006
Long-Term
Current(1)
Long-Term
Current(1)
(In millions)
$
$
$
$
187
$
$
109
$
$
111
600
600
830
830
151
151
1,046
1,046
3
103
103
102
102
1,262
1,262
229
229
2,407
73
2,260
147
63
6
56
7
1,772
148
2,097
2
3
1
(2
)
(2
)
8,568
339
7,802
1,198
$
8,568
$
339
$
7,802
$
1,385
(1)
Includes amounts due or exchangeable within one year of the date
noted.
(2)
Upon adoption of SFAS No. 133 effective
January 1, 2001, the Companys ZENS obligation was
bifurcated into a debt component and an embedded derivative
component. For additional information regarding ZENS, see Note
6(b). As ZENS are exchangeable for cash at any time at the
option of the holders, these notes are classified as a current
portion of long-term debt.
(3)
All of the Companys 2.875% convertible senior notes
were either redeemed or surrendered for conversion in January
2007, as described in Note 8(b), Long-term
Debt Convertible Debt.
(4)
These series of debt are secured by first mortgage bonds of
CenterPoint Houston.
(5)
$527 million of these series of debt is secured by general
mortgage bonds of CenterPoint Houston.
(6)
Classified as long-term debt because the termination dates of
the facilities under which the funds were borrowed are more than
one year from the date noted.
(7)
The junior subordinated debentures were issued to subsidiary
trusts in connection with the issuance by those trusts of
preferred securities. The trust preferred securities were
deconsolidated effective December 31, 2003
99
Table of Contents
pursuant to the adoption of FIN 46. All of the junior
subordinated debentures issued to the Companys subsidiary
trust were redeemed in February 2007, as described in
Note 15.
(8)
These series of debt are secured by general mortgage bonds of
CenterPoint Houston.
(9)
Debt acquired in business acquisitions is adjusted to fair
market value as of the acquisition date. Included in long-term
debt is additional unamortized premium related to fair value
adjustments of long-term debt of $5 million and
$4 million at December 31, 2005 and 2006,
respectively, which is being amortized over the respective
remaining term of the related long-term debt.
(a)
Short-term
Borrowings.
(b)
Long-term
Debt
100
Table of Contents
101
Table of Contents
Aggregate Liquidation
Distribution
Mandatory
Amounts as of
Rate/
Redemption
December 31,
Interest
Date/
2005
2006
Rate
Maturity Date
Junior Subordinated Debentures
(In millions)
$
100
$
100
8.257
%
February 2037
8.257% Junior Subordinated
Deferrable Interest Debentures
Series B
102
Table of Contents
Year Ended December 31,
2004
2005
2006
(In millions)
$
(130
)
$
(74
)
$
373
11
2
37
(119
)
(72
)
410
264
208
(362
)
(6
)
17
14
258
225
(348
)
$
139
$
153
$
62
103
Table of Contents
Year Ended December 31,
2004
2005
2006
(In millions)
$
344
$
378
$
494
35
%
35
%
35
%
120
132
173
3
13
33
(8
)
(8
)
(8
)
(4
)
(3
)
(3
)
19
7
32
(118
)
2
(13
)
(15
)
19
21
(111
)
$
139
$
153
$
62
40.4
%
40.6
%
12.6
%
104
Table of Contents
December 31,
2005
2006
(In millions)
$
20
$
17
16
36
17
26
27
59
60
186
102
56
187
329
(21
)
(22
)
166
307
202
324
348
217
73
109
7
421
333
1,432
1,370
1,076
1,173
52
80
87
2,640
2,630
3,061
2,963
$
2,859
$
2,639
105
Table of Contents
(10)
Commitments
and Contingencies
(a)
Natural
Gas Supply Commitments
(b)
Lease
Commitments
$
22
18
11
8
6
15
$
80
106
Table of Contents
(c)
Capital
Commitments
107
Table of Contents
(d)
Legal,
Environmental and Other Regulatory Matters
108
Table of Contents
109
Table of Contents
110
Table of Contents
111
Table of Contents
112
Table of Contents
113
Table of Contents
December 31, 2005
December 31, 2006
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
(In millions)
$
8,794
$
9,277
$
8,889
$
9,573
114
Table of Contents
(12)
Earnings
Per Share
For the Year Ended December 31,
2004
2005
2006
(In millions, except per share and share amounts)
$
205
$
225
$
432
(133
)
(3
)
(977
)
30
$
(905
)
$
252
$
432
307,185,000
309,349,000
311,826,000
$
0.67
$
0.72
$
1.39
(0.43
)
(0.01
)
(3.18
)
0.10
$
(2.94
)
$
0.81
$
1.39
$
(905
)
$
252
$
432
14
9
$
(891
)
$
261
$
432
307,185,000
309,349,000
311,826,000
1,203,000
1,241,000
974,000
1,447,000
1,851,000
1,553,000
1,625,000
49,655,000
33,587,000
8,800,000
16,000
359,506,000
346,028,000
324,778,000
$
0.61
$
0.67
$
1.33
(0.37
)
(0.01
)
(2.72
)
0.09
$
(2.48
)
$
0.75
$
1.33
115
Table of Contents
(1)
Options to purchase 11,892,508, 8,677,660 and
5,863,907 shares were outstanding for the years ended
December 31, 2004, 2005 and 2006, respectively, but were
not included in the computation of diluted earnings (loss) per
share because the options exercise price was greater than
the average market price of the common shares for the respective
years.
(13)
Unaudited
Quarterly Information
Year Ended December 31, 2005
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
(In millions, except per share amounts)
$
2,595
$
1,842
$
2,073
$
3,212
276
186
225
252
67
27
50
81
(3
)
30
$
67
$
54
$
50
$
81
$
0.22
$
0.09
$
0.16
$
0.26
(0.01
)
0.10
$
0.22
$
0.18
$
0.16
$
0.26
$
0.20
$
0.09
$
0.15
$
0.25
(0.01
)
0.08
$
0.20
$
0.16
$
0.15
$
0.25
116
Table of Contents
Year Ended December 31, 2006
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
(In millions, except per share amounts)
$
3,077
$
1,843
$
1,935
$
2,464
306
220
284
235
88
194
83
67
$
0.28
$
0.62
$
0.27
$
0.21
$
0.28
$
0.61
$
0.26
$
0.20
(1)
Quarterly earnings per common share are based on the weighted
average number of shares outstanding during the quarter, and the
sum of the quarters may not equal annual earnings per common
share. The Companys 3.75% contingently convertible notes
are included in the calculation of diluted earnings per share
for first and second quarters of 2005, as they are dilutive. In
the third quarter of 2005, the Company modified approximately
$572 million of the 3.75% contingently convertible senior
notes to provide for settlement of the principal portion in cash
rather than stock. Accordingly, the Company excludes the portion
of the conversion value of these notes and the 2.875%
contingently convertible notes attributable to their principal
amount from its computation of diluted earnings per share from
continuing operations. The Company includes the conversion
spread in the calculation of diluted earnings per share when the
average market price of the Companys common stock in the
respective reporting period exceeds the conversion price. All of
the Companys 2.875% convertible senior notes were
either redeemed or surrendered for conversion in January 2007,
as described in Note 8(b), Long-term Debt
Convertible Debt.
Table of Contents
Revenues
from
Depreciation
Operating
Extraordinary
Expenditures
External
Intersegment
and
Income
Item,
Total
for Long-Lived
Customers
Revenues
Amortization
(Loss)
net of tax
Assets
Assets
ended December 31,
2004:
$
1,521
(1)
$
$
284
$
494
$
977
$
8,783
$
235
3,577
2
141
178
4,083
196
2,593
(2)
255
2
44
964
1
239
129
36
129
2,164
39
67
25
8
51
451
34
2
6
19
(32
)
2,794
(3)
25
1,565
74
(417
)
(2,708
)
$
7,999
$
$
490
$
864
$
977
$
18,096
$
604
$
1,644
(1)
$
$
322
$
487
$
(30
)
$
8,227
$
281
3,837
9
152
175
4,612
249
3,884
(2)
245
2
60
1,849
12
255
131
36
165
2,400
118
91
29
9
70
529
38
11
8
20
(18
)
2,202
(3)
21
9
(422
)
(2,703
)
$
9,722
$
$
541
$
939
$
(30
)
$
17,116
$
728
$
1,781
(1)
$
$
379
$
576
$
$
8,463
$
389
3,582
11
152
124
4,463
187
3,572
(2)
79
1
77
1,501
18
255
133
37
181
2,738
437
119
31
10
89
608
65
10
5
20
(2
)
2,047
(3)
25
(259
)
(2,187
)
$
9,319
$
$
599
$
1,045
$
$
17,633
$
1,121
(1)
Sales to subsidiaries of RRI in 2004, 2005 and 2006 represented
approximately $882 million, $812 million and
$737 million, respectively, of CenterPoint Houstons
transmission and distribution revenues.
118
Table of Contents
(2)
Sales to Texas Genco in 2004 represented approximately
$20 million of the Competitive Natural Gas Sales and
Services business segments revenues from external
customers. Texas Genco has been presented as discontinued
operations in these consolidated financial statements.
(3)
Included in total assets of Other Operations as of
December 31, 2004, 2005 and 2006 is a pension asset of
$610 million, $654 million and $109 million,
respectively. Also included in total assets of Other Operations
as of December 31, 2006, is a pension related regulatory
asset of $420 million that resulted from the Companys
adoption of SFAS No. 158.
Year Ended December 31,
2004
2005
2006
(In millions)
$
1,521
$
1,644
$
1,781
4,239
4,871
4,546
1,526
2,410
2,331
613
684
550
100
113
111
$
7,999
$
9,722
$
9,319
119
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
120
Table of Contents
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
121
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
63
66
67
68
69
70
71
123
124
129
122
Table of Contents
123
Table of Contents
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
For the Year Ended December 31,
2004
2005
2006
(In millions)
$
707
$
425
$
560
21
15
18
6
(366
)
(14
)
(20
)
49
(80
)
(21
)
(29
)
(19
)
(2
)
(80
)
(61
)
(69
)
(303
)
(204
)
(196
)
134
41
214
(977
)
30
$
(905
)
$
252
$
432
124
Table of Contents
SCHEDULE I CONDENSED FINANCIAL INFORMATION
OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
BALANCE SHEETS
125
Table of Contents
SCHEDULE I CONDENSED FINANCIAL INFORMATION
OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
For the Year Ended December 31,
2004
2005
2006
(In millions)
$
(905
)
$
252
$
432
366
14
977
(30
)
438
236
432
(707
)
(425
)
(560
)
155
106
(169
)
(107
)
70
37
36
20
(49
)
80
(6
)
1
33
(1
)
(1
)
(13
)
(5
)
(1
)
(1
)
(290
)
(73
)
117
177
508
227
(476
)
(75
)
54
77
18
(571
)
341
93
2,231
700
19
(144
)
76
(335
)
69
192
154
21
(6
)
2,512
375
90
(1,205
)
(236
)
(3
)
(889
)
(1
)
(5
)
(3
)
(123
)
(124
)
(187
)
17
27
121
(122
)
153
134
(245
)
(171
)
(1,963
)
(715
)
(184
)
(22
)
1
(1
)
22
1
$
$
1
$
126
Table of Contents
127
Table of Contents
128
Table of Contents
For the Three Years Ended December 31, 2006
Column A
Column B
Column C
Column D
Column E
Additions
Balance at
Charged to
Deductions
Balance at
Beginning
Charged
Other
From
End of
of Period
to Income
Accounts(1)
Reserves(2)
Period
(In millions)
$
43
$
35
$
$
45
$
33
21
1
22
$
30
$
40
$
$
27
$
43
20
1
21
$
31
$
27
$
$
28
$
30
73
(67
)
14
20
(1)
Charges to other accounts represent changes in presentation to
reflect state tax attributes net of federal tax benefit as well
as to reflect amounts that were netted against related attribute
balances in prior years.
(2)
Deductions from reserves represent losses or expenses for which
the respective reserves were created. In the case of the
uncollectible accounts reserve, such deductions are net of
recoveries of amounts previously written off.
129
Table of Contents
By:
President, Chief Executive Officer
and Director (Principal Executive Officer and Director)
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
Senior Vice President and Chief
Accounting Officer (Principal Accounting Officer)
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
130
Table of Contents
Director
Director
Director
131
Table of Contents
For Fiscal Year Ended December 31, 2006
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Transaction Agreement dated
July 21, 2004 among CenterPoint Energy, Utility Holding,
LLC, NN Houston Sub, Inc., Texas Genco Holdings, Inc.
(Texas Genco), HPC Merger Sub, Inc. and GC Power
Acquisition LLC
CenterPoint Energys
Form 8-K
dated July 21, 2004
1-31447
10.1
Amended and Restated Articles of
Incorporation of CenterPoint Energy
CenterPoint Energys
Registration Statement on
Form S-4
3-69502
3.1
Articles of Amendment to Amended
and Restated Articles of Incorporation of CenterPoint Energy
CenterPoint Energys
Form 10-K
for the year ended December 31, 2001
1-31447
3.1.1
Amended and Restated Bylaws of
CenterPoint Energy
CenterPoint Energys
Form 10-K
for the year ended December 31, 2001
1-31447
3.2
Statement of Resolution
Establishing Series of Shares designated Series A Preferred
Stock of CenterPoint Energy
CenterPoint Energys
Form 10-K
for the year ended December 31, 2001
1-31447
3.3
Form of CenterPoint Energy Stock
Certificate
CenterPoint Energys
Registration Statement on
Form S-4
3-69502
4.1
Rights Agreement dated
January 1, 2002, between CenterPoint Energy and JPMorgan
Chase Bank, as Rights Agent
CenterPoint Energys
Form 10-K
for the year ended December 31, 2001
1-31447
4.2
Contribution and Registration
Agreement dated December 18, 2001 among Reliant Energy,
CenterPoint Energy and the Northern Trust Company, trustee under
the Reliant Energy, Incorporated Master Retirement Trust
CenterPoint Energys
Form 10-K
for the year ended December 31, 2001
1-31447
4.3
132
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Mortgage and Deed of Trust, dated
November 1, 1944 between Houston Lighting and Power Company
(HL&P) and Chase Bank of Texas, National
Association (formerly, South Texas Commercial National Bank of
Houston), as Trustee, as amended and supplemented by 20
Supplemental Indentures thereto
HL&Ps
Form S-7
filed on August 25, 1977
2-59748
2(b)
Twenty-First through Fiftieth
Supplemental Indentures to Exhibit 4(d)(1)
HL&Ps
Form 10-K
for the year ended December 31, 1989
1-3187
4(a)(2)
Fifty-First Supplemental Indenture
to Exhibit 4(d)(1) dated as of March 25, 1991
HL&Ps
Form 10-Q
for the quarter ended June 30, 1991
1-3187
4(a)
Fifty-Second through Fifty-Fifth
Supplemental Indentures to Exhibit 4(d)(1) each dated as of
March 1, 1992
HL&Ps
Form 10-Q
for the quarter ended March 31, 1992
1-3187
4
Fifty-Sixth and Fifty-Seventh
Supplemental Indentures to Exhibit 4(d)(1) each dated as of
October 1, 1992
HL&Ps
Form 10-Q
for the quarter ended September 30, 1992
1-3187
4
Fifty-Eighth and Fifty-Ninth
Supplemental Indentures to Exhibit 4(d)(1) each dated as of
March 1, 1993
HL&Ps
Form 10-Q
for the quarter ended March 31, 1993
1-3187
4
Sixtieth Supplemental Indenture to
Exhibit 4(d)(1) dated as of July 1, 1993
HL&Ps
Form 10-Q
for the quarter ended June 30, 1993
1-3187
4
Sixty-First through Sixty-Third
Supplemental Indentures to Exhibit 4(d)(1) each dated as of
December 1, 1993
HL&Ps
Form 10-K
for the year ended December 31, 1993
1-3187
4(a)(8)
Sixty-Fourth and Sixty-Fifth
Supplemental Indentures to Exhibit 4(d)(1) each dated as of
July 1, 1995
HL&Ps
Form 10-K
for the year ended December 31, 1995
1-3187
4(a)(9)
General Mortgage Indenture, dated
as of October 10, 2002, between CenterPoint Energy Houston
Electric, LLC and JPMorgan Chase Bank, as Trustee
CenterPoint Houstons
Form 10-Q
for the quarter ended September 30, 2002
1-3187
4(j)(1)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Second Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-
Q for the quarter ended September 30, 2002
1-3187
4(j)(3)
Third Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-Q
for the quarter ended September 30, 2002
1-3187
4(j)(4)
Fourth Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-
Q for the quarter ended September 30, 2002
1-3187
4(j)(5)
Fifth Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-Q
for the quarter ended September 30, 2002
1-3187
4(j)(6)
Sixth Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-Q
for the quarter ended September 30, 2002
1-3187
4(j)(7)
Seventh Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-Q
for the quarter ended September 30, 2002
1-3187
4(j)(8)
Eighth Supplemental Indenture to
Exhibit 4(e)(1), dated as of October 10, 2002
CenterPoint Houstons
Form 10-Q
for the quarter ended September 30, 2002
1-3187
4(j)(9)
Officers Certificates dated
October 10, 2002 setting forth the form, terms and
provisions of the First through Eighth Series of General
Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2003
1-31447
4(e)(10)
Ninth Supplemental Indenture to
Exhibit 4(e)(1), dated as of November 12, 2002
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
4(e)(10)
Officers Certificate dated
November 12, 2003 setting forth the form, terms and
provisions of the Ninth Series of General Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2003
1-31447
4(e)(12)
Tenth Supplemental Indenture to
Exhibit 4(e)(1), dated as of March 18, 2003
CenterPoint Energys
Form 8-K
dated March 13, 2003
1-31447
4.1
Officers Certificate dated
March 18, 2003 setting forth the form, terms and provisions
of the Tenth Series and Eleventh Series of General Mortgage Bonds
CenterPoint Energys
Form 8-K
dated March 13, 2003
1-31447
4.2
Eleventh Supplemental Indenture to
Exhibit 4(e)(1), dated as of May 23, 2003
CenterPoint Energys
Form 8-K
dated May 16, 2003
1-31447
4.2
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Officers Certificate dated
May 23, 2003 setting forth the form, terms and provisions
of the Twelfth Series of General Mortgage Bonds
CenterPoint Energys
Form 8-K
dated May 16, 2003
1-31447
4.1
Twelfth Supplemental Indenture to
Exhibit 4(e)(1), dated as of September 9, 2003
CenterPoint Energys
Form 8-K
dated September 9, 2003
1-31447
4.2
Officers Certificate dated
September 9, 2003 setting forth the form, terms and
provisions of the Thirteenth Series of General Mortgage Bonds
CenterPoint Energys
Form 8-K
dated September 9, 2003
1-31447
4.3
Thirteenth Supplemental Indenture
to Exhibit 4(e)(1), dated as of February 6, 2004
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(16)
Officers Certificate dated
February 6, 2004 setting forth the form, terms and
provisions of the Fourteenth Series of General Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(17)
Fourteenth Supplemental Indenture
to Exhibit 4(e)(1), dated as of February 11, 2004
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(18)
Officers Certificate dated
February 11, 2004 setting forth the form, terms and
provisions of the Fifteenth Series of General Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(19)
Fifteenth Supplemental Indenture
to Exhibit 4(e)(1), dated as of March 31, 2004
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(20)
Officers Certificate dated
March 31, 2004 setting forth the form, terms and provisions
of the Sixteenth Series of General Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(21)
Sixteenth Supplemental Indenture
to Exhibit 4(e)(1), dated as of March 31, 2004
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(22)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Officers Certificate dated
March 31, 2004 setting forth the form, terms and provisions
of the Seventeenth Series of General Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(23)
Seventeenth Supplemental Indenture
to Exhibit 4(e)(1), dated as of March 31, 2004
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(24)
Officers Certificate dated
March 31, 2004 setting forth the form, terms and provisions
of the Eighteenth Series of General Mortgage Bonds
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(e)(25)
Indenture, dated as of
February 1, 1998, between Reliant Energy Resources Corp.
(RERC Corp.) and Chase Bank of Texas, National
Association, as Trustee
CERC Corp.s
Form 8-K
dated February 5, 1998
1-13265
4.1
Supplemental Indenture No. 1
to Exhibit 4(f)(1), dated as of February 1, 1998,
providing for the issuance of RERC Corp.s
6
1
/
2
% Debentures
due February 1, 2008
CERC Corp.s
Form 8-K
dated November 9, 1998
1-13265
4.2
Supplemental Indenture No. 2
to Exhibit 4(f)(1), dated as of November 1, 1998,
providing for the issuance of RERC Corp.s
6
3
/
8
%
Term Enhanced ReMarketable Securities
CERC Corp.s
Form 8-K
dated November 9, 1998
1-13265
4.1
Supplemental Indenture No. 3
to Exhibit 4(f)(1), dated as of July 1, 2000,
providing for the issuance of RERC Corp.s
8.125% Notes due 2005
CERC Corp.s Registration
Statement on
Form S-4
333-49162
4.2
Supplemental Indenture No. 4
to Exhibit 4(f)(1), dated as of February 15, 2001,
providing for the issuance of RERC Corp.s 7.75% Notes
due 2011
CERC Corp.s
Form 8-K
dated February 21, 2001
1-13265
4.1
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Supplemental Indenture No. 5
to Exhibit 4(f)(1), dated as of March 25, 2003,
providing for the issuance of CenterPoint Energy Resources
Corp.s (CERC Corp.s) 7.875% Senior
Notes due 2013
CenterPoint Energys
Form 8-K
dated March 18, 2003
1-31447
4.1
Supplemental Indenture No. 6
to Exhibit 4(f)(1), dated as of April 14, 2003,
providing for the issuance of CERC Corp.s
7.875% Senior Notes due 2013
CenterPoint Energys
Form 8-K
dated April 7, 2003
1-31447
4.2
Supplemental Indenture No. 7
to Exhibit 4(f)(1), dated as of November 3, 2003,
providing for the issuance of CERC Corp.s
5.95% Senior Notes due 2014
CenterPoint Energys
Form 8-K
dated October 29, 2003
1-31447
4.2
Supplemental Indenture No. 8
to Exhibit 4(f)(1), dated as of December 28, 2005,
providing for a modification of CERC Corp.s
6
1
/
2
% Debentures
due 2008
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(f)(9)
Supplemental Indenture No. 9
to Exhibit 4(f)(1), dated as of May 18, 2006,
providing for the issuance of CERC Corp.s
6.15% Senior Notes due 2016
CenterPoint Energys
Form 10-Q
for the quarter ended June 30, 2006
1-31447
4.7
Supplemental Indenture No. 10
to Exhibit 4(f)(1), dated as of February 6, 2007,
providing for the issuance of CERC Corp.s
6.25% Senior Notes due 2037
Indenture, dated as of
May 19, 2003, between CenterPoint Energy and JPMorgan Chase
Bank, as Trustee
CenterPoint Energys
Form 8-K
dated May 19, 2003
1-31447
4.1
Supplemental Indenture No. 1
to Exhibit 4(g)(1), dated as of May 19, 2003,
providing for the issuance of CenterPoint Energys 3.75%
Convertible Senior Notes due 2023
CenterPoint Energys
Form 8-K
dated May 19, 2003
1-31447
4.2
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Supplemental Indenture No. 2
to Exhibit 4(g)(1), dated as of May 27, 2003,
providing for the issuance of CenterPoint Energys
5.875% Senior Notes due 2008 and 6.85% Senior Notes
due 2015
CenterPoint Energys
Form 8-K
dated May 19, 2003
1-31447
4.3
Supplemental Indenture No. 3
to Exhibit 4(g)(1), dated as of September 9, 2003,
providing for the issuance of CenterPoint Energys
7.25% Senior Notes due 2010
CenterPoint Energys
Form 8-K
dated September 9, 2003
1-31447
4.2
Supplemental Indenture No. 4
to Exhibit 4(g)(1), dated as of December 17, 2003,
providing for the issuance of CenterPoint Energys 2.875%
Convertible Senior Notes due 2024
CenterPoint Energys
Form 8-K
dated December 10, 2003
1-31447
4.2
Supplemental Indenture No. 5
to Exhibit 4(g)(1), dated as of December 13, 2004, as
supplemented by Exhibit 4(g)(5), relating to the issuance
of CenterPoint Energys 2.875% Convertible Senior
Notes dues 2024
CenterPoint Energys
Form 8-K
dated December 9, 2004
1-31447
4.1
Supplemental Indenture No. 6
to Exhibit 4(g)(1), dated as of August 23, 2005,
providing for the issuance of CenterPoint Energys 3.75%
Convertible Senior Notes, Series B Due 2023
CenterPoint Energys
Form 10-K
for the year ended December 31, 2005
1-31447
4(g)(7)
Supplemental Indenture No. 7
to Exhibit 4(g)(1), dated as of February 6, 2007,
providing for the issuance of CenterPoint Energys 5.95%
Senior Notes due 2017
Subordinated Indenture dated as of
September 1, 1999
Reliant Energys Form 8-K
dated September 1, 1999
1-3187
4.1
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Supplemental Indenture No. 1
dated as of September 1, 1999, between Reliant Energy and
Chase Bank of Texas (supplementing Exhibit 4(h)(1) and providing
for the issuance Reliant Energys 2% Zero-Premium
Exchangeable Subordinated Notes Due 2029)
Reliant Energys
Form 8-K
dated September 15, 1999
1-3187
4.2
Supplemental Indenture No. 2
dated as of August 31, 2002, between CenterPoint Energy,
Reliant Energy and JPMorgan Chase Bank (supplementing
Exhibit 4(h)(1))
CenterPoint Energys
Form 8-K12B
dated August 31, 2002
1-31447
4(e)
Supplemental Indenture No. 3
dated as of December 28, 2005, between CenterPoint Energy,
Reliant Energy and JPMorgan Chase Bank (supplementing
Exhibit 4(h)(1))
CenterPoint Energys
Form 10-K for the year ended December 31, 2005
1-31447
4(h)(4)
$1,200,000,000 Amended and
Restated Credit Agreement dated as of March 31, 2006,
CenterPoint Energy, as Borrower, and the banks named therein
CenterPoint Energys
Form 8-K
dated March 31, 2006
1-31447
4.1
$300,000,000 Amended and Restated
Credit Agreement dated as of March 31, 2006, among
CenterPoint Houston, as Borrower, and the Initial Lenders named
therein, as Initial Lenders
CenterPoint Energys
Form 8-K
dated March 31, 2006
1-31447
4.2
$550,000,000 Amended and Restated
Credit Agreement dated as of March 31, 2006 among CERC
Corp., as Borrower, and the banks named therein
CenterPoint Energys
Form 8-K
dated March 31, 2006
1-31447
4.1
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Executive Benefit Plan of Houston
Industries Incorporated (HI) and First and Second
Amendments thereto effective as of June 1, 1982,
July 1, 1984, and May 7, 1986, respectively
HIs
Form 10-Q
for the quarter ended March 31, 1987
1-7629
10(a)(1),
10(a)(2),
and
10(a)(3)
Third Amendment dated
September 17, 1999 to Exhibit 10(a)(1)
Reliant Energys
Form 10-K
for the year ended December 31, 2000
1-3187
10(a)(2)
CenterPoint Energy Executive
Benefits Plan, as amended and restated effective June 18,
2003
CenterPoint Energys
Form 10-Q
for the quarter ended September 30, 2003
1-31447
10.4
Executive Incentive Compensation
Plan of HI effective as of January 1, 1982
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(b)
First Amendment to
Exhibit 10(b)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(a)
Second Amendment to
Exhibit 10(b)(1) effective as of November 4, 1992
HIs
Form 10-K
for the year ended December 31, 1992
1-7629
10(b)
Third Amendment to
Exhibit 10(b)(1) effective as of September 7, 1994
HIs Form 10-K for the year
ended December 31, 1994
1-7629
10(b)(4)
Fourth Amendment to
Exhibit 10(b)(1) effective as of August 6, 1997
HIs Form 10-K for the year
ended December 31, 1997
1-3187
10(b)(5)
Executive Incentive Compensation
Plan of HI effective as of January 1, 1985
HIs
Form 10-Q
for the quarter ended March 31, 1987
1-7629
10(b)(1)
First Amendment to
Exhibit 10(c)(1) effective as of January 1, 1985
HIs
Form 10-K
for the year ended December 31, 1988
1-7629
10(b)(3)
Second Amendment to
Exhibit 10(c)(1) effective as of January 1, 1985
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(c)(3)
Third Amendment to
Exhibit 10(c)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(b)
Fourth Amendment to
Exhibit 10(c)(1) effective as of November 4, 1992
HIs
Form 10-K
for the year ended December 31, 1992
1-7629
10(c)(5)
Fifth Amendment to
Exhibit 10(c)(1) effective as of September 7, 1994
HIs
Form 10-K
for the year ended December 31, 1994
1-7629
10(c)(6)
Sixth Amendment to
Exhibit 10(c)(1) effective as of August 6, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(c)(7)
Executive Incentive Compensation
Plan of HL&P effective as of January 1, 1985
HIs
Form 10-Q
for the quarter ended March 31, 1987
1-7629
10(b)(2)
Executive Incentive Compensation
Plan of HI as amended and restated on January 1, 1989
HIs
Form 10-Q
for the quarter ended June 30, 1989
1-7629
10(b)
140
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
First Amendment to
Exhibit 10(e)(1) effective as of January 1, 1989
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(e)(2)
Second Amendment to
Exhibit 10(e)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(c)
Third Amendment to
Exhibit 10(e)(1) effective as of November 4, 1992
HIs
Form 10-K
for the year ended December 31, 1992
1-7629
10(c)(4)
Fourth Amendment to
Exhibit 10(e)(1) effective as of September 7, 1994
HIs
Form 10-K
for the year ended December 31, 1994
1-7629
10(e)(5)
Executive Incentive Compensation
Plan of HI as amended and restated on January 1, 1991
HIs
Form 10-K
for the year ended December 31, 1990
1-7629
10(b)
First Amendment to
Exhibit 10(f)(1) effective as of January 1, 1991
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(f)(2)
Second Amendment to
Exhibit 10(f)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(d)
Third Amendment to
Exhibit 10(f)(1) effective as of November 4, 1992
HIs
Form 10-K
for the year ended December 31, 1992
1-7629
10(f)(4)
Fourth Amendment to
Exhibit 10(f)(1) effective as of January 1, 1993
HIs
Form 10-K
for the year ended December 31, 1992
1-7629
10(f)(5)
Fifth Amendment to
Exhibit 10(f)(1) effective in part, January 1, 1995,
and in part, September 7, 1994
HIs
Form 10-K
for the year ended December 31, 1994
1-7629
10(f)(6)
Sixth Amendment to
Exhibit 10(f)(1) effective as of August 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10(a)
Seventh Amendment to
Exhibit 10(f)(1) effective as of January 1, 1996
HIs
Form 10-Q
for the quarter ended June 30, 1996
1-7629
10(a)
Eighth Amendment to
Exhibit 10(f)(1) effective as of January 1, 1997
HIs
Form 10-Q
for the quarter ended June 30, 1997
1-7629
10(a)
Ninth Amendment to
Exhibit 10(f)(1) effective in part, January 1, 1997,
and in part, January 1, 1998
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(f)(10)
Benefit Restoration Plan of HI
effective as of June 1, 1985
HIs
Form 10-Q
for the quarter ended March 31, 1987
1-7629
10(c)
Benefit Restoration Plan of HI as
amended and restated effective as of January 1, 1988
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(g)(2)
Benefit Restoration Plan of HI, as
amended and restated effective as of July 1, 1991
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(g)(3)
First Amendment to
Exhibit 10(i)(1) effective in part, August 6, 1997, in
part, September 3, 1997, and in part, October 1, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(i)(2)
Deferred Compensation Plan of HI
effective as of September 1, 1985
HIs
Form 10-Q
for the quarter ended March 31, 1987
1-7629
10(d)
First Amendment to
Exhibit 10(j)(1) effective as of September 1, 1985
HIs
Form 10-K
for the year ended December 31, 1990
1-7629
10(d)(2)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Second Amendment to
Exhibit 10(j)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(e)
Third Amendment to
Exhibit 10(j)(1) effective as of June 2, 1993
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(h)(4)
Fourth Amendment to
Exhibit 10(j)(1) effective as of September 7, 1994
HIs
Form 10-K
for the year ended December 31, 1994
1-7629
10(h)(5)
Fifth Amendment to
Exhibit 10(j)(1) effective as of August 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10(d)
Sixth Amendment to
Exhibit 10(j)(1) effective as of December 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10(b)
Seventh Amendment to
Exhibit 10(j)(1) effective as of January 1, 1997
HIs
Form 10-Q
for the quarter ended June 30, 1997
1-7629
10(b)
Eighth Amendment to
Exhibit 10(j)(1) effective as of October 1, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(j)(9)
Ninth Amendment to
Exhibit 10(j)(1) effective as of September 3, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(j)(10)
Tenth Amendment to
Exhibit 10(j)(1) effective as of January 1, 2001
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(j)(11)
Eleventh Amendment to
Exhibit 10(j)(1) effective as of August 31, 2002
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(j)(12)
CenterPoint Energy 1985 Deferred
Compensation Plan, as amended and restated effective
January 1, 2003
CenterPoint Energys
Form 10-Q
for the quarter ended September 30, 2003
1-31447
10.1
Deferred Compensation Plan of HI
effective as of January 1, 1989
HIs
Form 10-Q
for the quarter ended June 30, 1989
1-7629
10(a)
First Amendment to
Exhibit 10(k)(1) effective as of January 1, 1989
HIs
Form 10-K
for the year ended December 31, 1989
1-7629
10(e)(3)
Second Amendment to
Exhibit 10(k)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(f)
Third Amendment to
Exhibit 10(k)(1) effective as of June 2, 1993
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(i)(4)
Fourth Amendment to
Exhibit 10(k)(1) effective as of September 7, 1994
HIs
Form 10-K
for the year ended December 31, 1994
1-7629
10(i)(5)
Fifth Amendment to
Exhibit 10(k)(1) effective as of August 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10(c)
Sixth Amendment to
Exhibit 10(k)(1) effective December 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10(c)
Seventh Amendment to
Exhibit 10(k)(1) effective as of January 1, 1997
HIs
Form 10-Q
for the quarter ended June 30, 1997
1-7629
10(c)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Eighth Amendment to
Exhibit 10(k)(1) effective in part October 1,
1997 and in part January 1, 1998
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(k)(9)
Ninth Amendment to
Exhibit 10(k)(1) effective as of September 3, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(k)(10)
Tenth Amendment to
Exhibit 10(k)(1) effective as of January 1, 2001
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(k)(11)
Eleventh Amendment to
Exhibit 10(k)(1) effective as of August 31, 2002
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(k)(12)
Deferred Compensation Plan of HI
effective as of January 1, 1991
HIs
Form 10-K
for the year ended December 31, 1990
1-7629
10(d)(3)
First Amendment to
Exhibit 10(l)(1) effective as of January 1, 1991
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(j)(2)
Second Amendment to
Exhibit 10(l)(1) effective as of March 30, 1992
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(g)
Third Amendment to
Exhibit 10(l)(1) effective as of June 2, 1993
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(j)(4)
Fourth Amendment to
Exhibit 10(l)(1) effective as of December 1, 1993
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(j)(5)
Fifth Amendment to
Exhibit 10(l)(1) effective as of September 7, 1994
HIs
Form 10-K
for the year ended December 31, 1994
1-7629
10(j)(6)
Sixth Amendment to
Exhibit 10(l)(1) effective as of August 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10(b)
Seventh Amendment to
Exhibit 10(l)(1) effective as of December 1, 1995
HIs
Form 10-Q
for the quarter ended June 30, 1996
1-7629
10(d)
Eighth Amendment to
Exhibit 10(l)(1) effective as of January 1, 1997
HIs
Form 10-Q
for the quarter ended June 30, 1997
1-7629
10(d)
Ninth Amendment to
Exhibit 10(l)(1) effective in part August 6,
1997, in part October 1, 1997, and in
part January 1, 1998
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(l)(10)
Tenth Amendment to
Exhibit 10(l)(1) effective as of September 3, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(i)(11)
Eleventh Amendment to
Exhibit 10(l)(1) effective as of January 1, 2001
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(l)(12)
Twelfth Amendment to
Exhibit 10(l)(1) effective as of August 31, 2002
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(l)(13)
Long-Term Incentive Compensation
Plan of HI effective as of January 1, 1989
HIs
Form 10-Q
for the quarter ended June 30, 1989
1-7629
10(c)
First Amendment to
Exhibit 10(m)(1) effective as of January 1, 1990
HIs
Form 10-K
for the year ended December 31, 1989
1-7629
10(f)(2)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Second Amendment to
Exhibit 10(m)(1) effective as of December 22, 1992
HIs
Form 10-K
for the year ended December 31, 1992
1-7629
10(k)(3)
Third Amendment to
Exhibit 10(m)(1) effective as of August 6, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(m)(4)
Fourth Amendment to
Exhibit 10(m)(1) effective as of January 1, 2001
Reliant Energys
Form 10-Q
for the quarter ended June 30, 2002
1-3187
10.4
Form of stock option agreement for
non-qualified stock options granted under Exhibit 10(m)(1)
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(h)
Forms of restricted stock agreement
for restricted stock granted under Exhibit 10(m)(1)
HIs
Form 10-Q
for the quarter ended March 31, 1992
1-7629
10(i)
1994 Long-Term Incentive
Compensation Plan of HI effective as of January 1, 1994
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(n)(1)
Form of stock option agreement for
non-qualified stock options granted under Exhibit 10(o)(1)
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(n)(2)
First Amendment to
Exhibit 10(o)(1) effective as of May 9, 1997
HIs
Form 10-Q
for the quarter ended June 30, 1997
1-7629
10(e)
Second Amendment to
Exhibit 10(o)(1) effective as of August 6, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(p)(4)
Third Amendment to
Exhibit 10(o)(1) effective as of January 1, 1998
HIs
Form 10-K
for the year ended December 31, 1998
1-3187
10(p)(5)
Reliant Energy 1994 Long- Term
Incentive Compensation Plan, as amended and restated effective
January 1, 2001
Reliant Energys
Form 10-Q
for the quarter ended June 30, 2002
1-3187
10.6
First Amendment to
Exhibit 10(o)(6), effective December 1, 2003
CenterPoint Energys
Form 10-K
for the year ended December 31, 2003
1-31447
10(p)(7)
Form of Non-Qualified Stock Option
Award Notice under Exhibit 10(o)(6)
CenterPoint Energys
Form 8-K
dated January 25, 2005
1-31447
10.6
Savings Restoration Plan of HI
effective as of January 1, 1991
HIs
Form 10-K
for the year ended December 31, 1990
1-7629
10(f)
First Amendment to
Exhibit 10(p)(1) effective as of January 1, 1992
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(l)(2)
Second Amendment to
Exhibit 10(p)(1) effective in part, August 6, 1997,
and in part, October 1, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(q)(3)
Director Benefits Plan effective as
of January 1, 1992
HIs
Form 10-K
for the year ended December 31, 1991
1-7629
10(m)
First Amendment to
Exhibit 10(q)(1) effective as of August 6, 1997
HIs
Form 10-K
for the year ended December 31, 1998
1-7629
10(m)(1)
CenterPoint Energy Outside Director
Benefits Plan, as amended and restated effective June 18,
2003
CenterPoint Energys
Form 10-Q
for the quarter ended September 30, 2003
1-31447
10.6
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
First Amendment to
Exhibit 10(q)(3) effective as of January 1, 2004
CenterPoint Energys
Form 10-Q
for the quarter ended June 30, 2004
1-31447
10.6
Executive Life Insurance Plan of HI
effective as of January 1, 1994
HIs
Form 10-K
for the year ended December 31, 1993
1-7629
10(q)
First Amendment to
Exhibit 10(r)(1) effective as of January 1, 1994
HIs
Form 10-Q
for the quarter ended June 30, 1995
1-7629
10
Second Amendment to
Exhibit 10(r)(1) effective as of August 6, 1997
HIs
Form 10-K
for the year ended December 31, 1997
1-3187
10(s)(3)
CenterPoint Energy Executive Life
Insurance Plan, as amended and restated effective June 18,
2003
CenterPoint Energys
Form 10-Q
for the quarter ended September 30, 2003
1-31447
10.5
Employment and Supplemental
Benefits Agreement between HL&P and Hugh Rice Kelly
HIs
Form 10-Q
for the quarter ended March 31, 1987
1-7629
10(f)
Stockholders Agreement dated
as of July 6, 1995 between Houston Industries Incorporated
and Time Warner Inc.
Schedule
13-D
dated
July 6, 1995
5-19351
2
Amendment to Exhibit 10(t)(1)
dated November 18, 1996
HIs
Form 10-K
for the year ended December 31, 1996
1-7629
10(x)(4)
Houston Industries Incorporated
Executive Deferred Compensation Trust effective as of
December 19, 1995
HIs
Form 10-K
for the year ended December 31, 1995
1-7629
10(7)
First Amendment to
Exhibit 10(u)(1) effective as of August 6, 1997
HIs
Form 10-Q
for the quarter ended June 30, 1998
1-3187
10
Letter Agreement dated
December 9, 2004 between CenterPoint Energy and Milton
Carroll
CenterPoint Energys
Form 8-K
dated December 9, 2004
1-31447
10.1
Reliant Energy, Incorporated and
Subsidiaries Common Stock Participation Plan for Designated New
Employees and Non-Officer Employees effective as of
March 4, 1998
Reliant Energys
Form 10-K
for the year ended December 31, 2000
1-3187
10(y)
Reliant Energy, Incorporated and
Subsidiaries Common Stock Participation Plan for Designated New
Employees and Non-Officer Employees, as amended and restated
effective January 1, 2001
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(y)(2)
Reliant Energy, Incorporated Annual
Incentive Compensation Plan, as amended and restated effective
January 1, 1999
Reliant Energys Definitive
Proxy Statement for 2000 Annual Meeting of Shareholders
1-3187
Exhibit A
Long-Term Incentive Plan of Reliant
Energy, Incorporated effective as of January 1, 2001
Reliant Energys Registration
Statement on
Form S-8
dated May 4, 2001
333-60260
4.6
First Amendment to
Exhibit 10(y)(1) effective as of January 1, 2001
Reliant Energys Registration
Statement on
Form S-8
dated May 4, 2001
333-60260
4.7
Second Amendment to
Exhibit 10(y)(1) effective November 5, 2003
CenterPoint Energys
Form 10-K
for the year ended December 31, 2003
1-31447
10(aa)(3)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Long-Term Incentive Plan of
CenterPoint Energy, Inc. (amended and restated effective as of
May 1, 2004)
CenterPoint Energys
Form 10-Q
for the quarter ended June 30, 2004
1-31447
10.5
Form of Non-Qualified Stock Option
Award Agreement under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated January 25, 2005
1-31447
10.1
Form of Restricted Stock Award
Agreement under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated January 25, 2005
1-31447
10.2
Form of Performance Share Award
under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated January 25, 2005
1-31447
10.3
Form of Performance Unit Award
under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated January 25, 2005
1-31447
10.4
Form of Restricted Stock Award
Agreement (With Performance Vesting Requirement) under
Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated February 21, 2005
1-31447
10.2
Summary of Performance Objectives
for Awards under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated January 25, 2005
1-31447
10.5
Form of Performance Share Award
Agreement for 20XX 20XX Performance Cycle under
Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated February 21, 2007
1-31447
10.1
Form of Stock Award Agreement
(With Performance Goal) under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated February 21, 2007
1-31447
10.2
Form of Stock Award Agreement
(Without Performance Goal) under Exhibit 10(y)(4)
CenterPoint Energys
Form 8-K
dated February 21, 2007
1-31447
10.3
Master Separation Agreement entered
into as of December 31, 2000 between Reliant Energy,
Incorporated and Reliant Resources, Inc.
Reliant Energys
Form 10-Q
for the quarter ended March 31, 2001
1-3187
10.1
First Amendment to
Exhibit 10(z)(1) effective as of February 1, 2003
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(bb)(5)
Employee Matters Agreement, entered
into as of December 31, 2000, between Reliant Energy,
Incorporated and Reliant Resources, Inc.
Reliant Energys
Form 10-Q
for the quarter ended March 31, 2001
1-3187
10.5
Retail Agreement, entered into as
of December 31, 2000, between Reliant Energy, Incorporated
and Reliant Resources, Inc.
Reliant Energys
Form 10-Q
for the quarter ended March 31, 2001
1-3187
10.6
Tax Allocation Agreement, entered
into as of December 31, 2000, between Reliant Energy,
Incorporated and Reliant Resources, Inc.
Reliant Energys
Form 10-Q
for the quarter ended March 31, 2001
1-3187
10.8
Separation Agreement entered into
as of August 31, 2002 between CenterPoint Energy and Texas
Genco
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(cc)(1)
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Transition Services Agreement,
dated as of August 31, 2002, between CenterPoint Energy and
Texas Genco
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(cc)(2)
Tax Allocation Agreement, dated as
of August 31, 2002, between CenterPoint Energy and Texas
Genco
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(cc)(3)
Retention Agreement effective
October 15, 2001 between Reliant Energy and David G. Tees
Reliant Energys
Form 10-K
for the year ended December 31, 2001
1-3187
10(jj)
Retention Agreement effective
October 15, 2001 between Reliant Energy and Michael A. Reed
Reliant Energys
Form 10-K
for the year ended December 31, 2001
1-3187
10(kk)
Non-Qualified Executive Disability
Income Plan of Arkla, Inc. effective as of August 1, 1983
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(ff)(1)
Executive Disability Income
Agreement effective July 1, 1984 between Arkla, Inc. and T.
Milton Honea
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(ff)(2)
Non-Qualified Unfunded Executive
Supplemental Income Retirement Plan of Arkla, Inc. effective as
of August 1, 1983
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(gg)
Deferred Compensation Plan for
Directors of Arkla, Inc. effective as of November 10, 1988
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(hh)(1)
First Amendment to
Exhibit 10(ff)(1) effective as of August 6, 1997
CenterPoint Energys
Form 10-K
for the year ended December 31, 2002
1-31447
10(hh)(2)
Pledge Agreement dated as of
May 28, 2003 by Utility Holding, LLC in favor of JP Morgan
Chase Bank, as administrative agent
CenterPoint Energys
Form 10-Q
for the quarter ended June 30, 2003
1-31447
10.1
CenterPoint Energy Deferred
Compensation Plan, as amended and restated effective
January 1, 2003
CenterPoint Energys
Form 10-Q
for the quarter ended June 30, 2003
1-31447
10.2
CenterPoint Energy Short Term
Incentive Plan, as amended and restated effective
January 1, 2003
CenterPoint Energys
Form 10-Q
for the quarter ended September 30, 2003
1-31447
10.3
CenterPoint Energy Stock Plan for
Outside Directors, as amended and restated effective May 7,
2003
CenterPoint Energys
Form 10-K
for the year ended December 31, 2003
1-31447
10(ll)
City of Houston Franchise Ordinance
CenterPoint Energys
Form 10-Q
for the quarter ended June 30, 2005
1-31447
10.1
Letter Agreement dated
March 16, 2006 between CenterPoint Energy and John T. Cater
CenterPoint Energys
Form 10-Q
for the quarter ended March 30, 2006
1-31447
10
Summary of non-employee director
compensation
Summary of named executive officer
compensation
Form of Change in Control Agreement
CenterPoint Energys
Form 8-K
dated February 21, 2007
1-31447
10.4
Computation of Ratios of Earnings
to Fixed Charges
Table of Contents
SEC File or
Exhibit
Registration
Exhibit
Number
Description
Report or Registration Statement
Number
Reference
Subsidiaries of CenterPoint Energy
Consent of Deloitte &
Touche LLP
Rule 13a-14(a)/15d-14(a)
Certification of David M. McClanahan
Rule 13a-14(a)/15d-14(a)
Certification of Gary L. Whitlock
Section 1350 Certification of
David M. McClanahan
Section 1350 Certification of
Gary L. Whitlock
EXHIBIT 4(f)(11)
CENTERPOINT ENERGY RESOURCES CORP.
(formerly known as NorAm Energy Corp.)
To
THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION
(successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)),
Trustee
SUPPLEMENTAL INDENTURE NO. 10
Dated as of February 6, 2007
$150,000,000
6.25% Senior Notes due 2037
CENTERPOINT ENERGY RESOURCES CORP.
(formerly known as NorAm Energy Corp.)
SUPPLEMENTAL INDENTURE NO. 10
$150,000,000
6.25% Senior Notes due 2037
SUPPLEMENTAL INDENTURE No. 10, dated as of February 6, 2007, between CENTERPOINT ENERGY RESOURCES CORP., a Delaware corporation formerly known as NorAm Energy Corp. (the "Company"), and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National 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.
The Company has changed its name from "NorAm Energy Corp." to "CenterPoint Energy Resources Corp." and all references in the Indenture to the "Company" or "NorAm Energy Corp." shall be deemed to refer to CenterPoint Energy Resources Corp.
Pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of Securities to be designated as the "6.25% Senior Notes due 2037" (the "Notes"), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Supplemental Indenture No. 10.
Section 301 of the Original Indenture provides that various matters with respect to any series of Securities issued under the Indenture may be established in an indenture supplemental to the Indenture.
Subparagraph (7) of Section 901 of the Original Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Original Indenture.
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 Indenture; Additional Definitions
Section 101. Relation to Indenture. This Supplemental Indenture No. 10 constitutes an integral part of the Original Indenture.
Section 102. Additional Definitions. For all purposes of this Supplemental Indenture No. 10:
Capitalized terms used herein shall have the meaning specified herein or in the Original Indenture, as the case may be;
"Acquired Entity" has the meaning set forth in Section 303(k) hereof;
"Capital Lease" means a lease that, in accordance with accounting principles generally accepted in the United States of America, would be recorded as a capital lease on the balance sheet of the lessee;
"Comparable Treasury Yield" has the meaning set forth in Section 402(a) hereof;
"Consolidated Net Tangible Assets" means the total amount of assets of the Company and its Subsidiaries less, without duplication: (a) total current liabilities (excluding indebtedness due within 12 months); (b) all reserves for depreciation and other asset valuation reserves, but excluding reserves for deferred federal income taxes; (c) all intangible assets such as goodwill, trademarks, trade names, patents and unamortized debt discount and expense carried as an asset; and (d) all appropriate adjustments on account of minority interests of other Persons holding common stock of any Subsidiary, all as reflected in the Company's most recent audited consolidated balance sheet preceding the date of such determination;
"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, as follows: (a) for payment, registration and transfer of the
Securities: 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention:
Bondholder Communications; telephone (214) 672-5125 or (800) 275-2048;
telecopy: (214) 672-5873; and (b) for all other communications relating to
the Securities: 601 Travis Street, 18th Floor, Houston, Texas 77002,
Attention: Global Corporate Trust; telephone: (713) 483-6603; telecopy:
(713) 483-6590;
"Equity Interests" means any capital stock, partnership, joint venture, member or limited liability or unlimited liability company interest, beneficial interest in a trust or similar entity or other equity interest or investment of whatever nature;
"Funded Debt" has the meaning set forth in Section 304 hereof.
"H.15 Statistical Release" has the meaning set forth in Section 402(b) hereof;
The term "indebtedness," as applied to the Company or any Subsidiary, means bonds, debentures, notes and other instruments or arrangements representing obligations created or assumed by any such corporation, including any and all: (i) obligations for money borrowed (other than unamortized debt discount or premium); (ii) obligations evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets of any kind; (iii) obligations as lessee under a Capital Lease; and (iv) any amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation listed in clause (i), (ii) or (iii) above. All indebtedness secured by a lien upon property owned by the Company or any Subsidiary and upon which indebtedness any such corporation customarily pays interest, although any such corporation has not assumed or become liable for the payment of such indebtedness, shall for all purposes hereof be deemed to be indebtedness of any such corporation. All indebtedness for borrowed money incurred by other Persons which is directly guaranteed as to payment of principal by the Company or any Subsidiary shall for all purposes hereof be deemed to be indebtedness of the Company or any such Subsidiary, as applicable, but no other contingent obligation of the Company or any such Subsidiary in respect of indebtedness incurred by other Persons shall for any purpose be deemed to be indebtedness of the Company or any such Subsidiary;
"Independent Investment Banker" has the meaning set forth in Section 401(c) hereof;
"Interest Payment Date" has the meaning set forth in Section 204(a) hereof;
"Issue Date" has the meaning set forth in Section 204(a) hereof;
"lien" or "liens" have the meanings set forth in Section 303 hereof;
"Long-Term Indebtedness" means, collectively, the Company's outstanding: (a) 7.875% Senior Notes due 2013, (b) 5.95% Senior Notes due 2014, and (c) any long-term indebtedness (but excluding for this purpose any long-term indebtedness incurred pursuant to any revolving credit facility, letter of credit facility or other similar bank credit facility) of the Company issued subsequent to the issuance of the Notes and prior to the Termination Date containing covenants substantially similar to the covenants set forth in Sections 303 and 304 hereof, or an event of default substantially similar to the event of default set forth in Section 501(a) hereof, but not containing a provision substantially similar to the provision set forth in Section 305 hereof;
"Make-Whole Premium" has the meaning set forth in Section 401(b) hereof;
"Maturity Date" has the meaning set forth in Section 203 hereof;
"Non-Recourse Debt" means (i) any indebtedness for borrowed money incurred by any Project Finance Subsidiary to finance the acquisition, improvement, installation, design, engineering, construction, development, completion, maintenance or operation of, or otherwise to pay costs and expenses relating to or providing financing for, any project, which indebtedness for borrowed money does not provide for recourse against the Company or any Subsidiary of the Company (other than a Project Finance Subsidiary and
such recourse as exists under a Performance Guaranty) or any property or asset of the Company or any Subsidiary of the Company (other than Equity Interests in, or the property or assets of, a Project Finance Subsidiary and such recourse as exists under a Performance Guaranty) and (ii) any refinancing of such indebtedness for borrowed money that does not increase the outstanding principal amount thereof (other than to pay costs incurred in connection therewith and the capitalization of any interest or fees) at the time of the refinancing or increase the property subject to any lien securing such indebtedness for borrowed money or otherwise add additional security or support for such indebtedness for borrowed money.
"Notes" has the meaning set forth in the third paragraph of the Recitals hereof;
"Original Indenture" has the meaning set forth in the first paragraph of the Recitals hereof;
"Performance Guaranty" means any guaranty issued in connection with any Non-Recourse Debt that (i) if secured, is secured only by assets of or Equity Interests in a Project Finance Subsidiary, and (ii) guarantees to the provider of such Non-Recourse Debt or any other person (a) performance of the improvement, installation, design, engineering, construction, acquisition, development, completion, maintenance or operation of, or otherwise affects any such act in respect of, all or any portion of the project that is financed by such Non-Recourse Debt, (b) completion of the minimum agreed equity or other contributions or support to the relevant Project Finance Subsidiary, or (c) performance by a Project Finance Subsidiary of obligations to persons other than the provider of such Non-Recourse Debt.
"Principal Property" means any natural gas distribution property, natural gas pipeline or gas processing plant located in the United States, except any such property that in the opinion of the Board of Directors is not of material importance to the total business conducted by the Company and its consolidated Subsidiaries. "Principal Property" shall not include any oil or gas property or the production or proceeds of production from an oil or gas producing property or the production or any proceeds of production of gas processing plants or oil or gas or petroleum products in any pipeline or storage field;
"Project Finance Subsidiary" means any Subsidiary designated by the Company whose principal purpose is to incur Non-Recourse Debt and/or construct, lease, own or operate the assets financed thereby, or to become a direct or indirect partner, member or other equity participant or owner in a Person created for such purpose, and substantially all the assets of which Subsidiary or Person are limited to (x) those assets being financed (or to be financed), or the operation of which is being financed (or to be financed), in whole or in part by Non-Recourse Debt, or (y) Equity Interests in, or indebtedness or other obligations of, one or more other such Subsidiaries or Persons, or (z) indebtedness or other obligations of the Company or any Subsidiary or other Persons. At the time of designation of any Project Finance Subsidiary, the sum of the net book value of the assets of such Subsidiary and the net book value of the assets of all other Project Finance Subsidiaries then existing shall not in the aggregate exceed 10 percent of Consolidated
Net Tangible Assets.
"Redemption Price" has the meaning set forth in Section 401(a) hereof;
"Regular Record Date" has the meaning set forth in Section 204(b) hereof;
"Remaining Term" has the meaning set forth in Section 402(a) hereof;
"Sale and Leaseback Transaction" means any arrangement entered into by the Company or any Subsidiary with any Person providing for the leasing to the Company or any Subsidiary of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Subsidiary or between Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Subsidiary to such Person;
"Significant Subsidiary" means any Subsidiary of the Company, other than a Project Finance Subsidiary, that is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as such regulation is in effect on the date of issuance of the Notes.
"Subsidiary" of any entity means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership, joint venture or other entity or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such entity, by such entity and one or more of its other subsidiaries or by one or more of such entity's other subsidiaries.
"Termination Date" has the meaning set forth in Section 305.
"Value" with respect to a Sale and Leaseback Transaction has the meaning set forth in Section 303 hereof;
All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 10; and
The terms "herein," "hereof," "hereunder" and other words of similar import refer to this Supplemental Indenture No. 10.
ARTICLE TWO
The Series of Securities
Section 201. Title of the Securities. The Notes shall be designated as the "6.25% Senior Notes due 2037."
Section 202. Limitation on Aggregate Principal Amount. The Trustee shall authenticate and deliver the Notes for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a Company Order for the authentication and delivery thereof and satisfaction of Sections 301 and 303 of the Original Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the name or names of the initial Holder or Holders. The aggregate principal amount of Notes that may initially be outstanding shall not exceed $150,000,000; provided, however, that the authorized aggregate principal amount of the Notes may be increased above such amount by a Board Resolution to such effect.
Section 203. Stated Maturity. The Stated Maturity of the Notes shall be February 1, 2037 (the "Maturity Date").
Section 204. Interest and Interest Rates.
(a) The Notes shall bear interest at the rate of 6.25% per annum, from and including February 6, 2007 (the "Issue Date") to, but excluding, the Maturity Date. Such interest shall be payable semiannually in arrears, on February 1 and August 1, of each year (each such date, an "Interest Payment Date"), commencing August 1, 2007.
(b) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the immediately preceding January 15 and July 15, respectively, whether or not such day is a Business Day (each such date, a "Regular Record Date"). Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall either (i) be paid to the Person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or (ii) be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.
(c) The amount of interest payable for any period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on a Note is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of
any such delay) with the same force and effect as if made on the date the payment was originally payable.
(d) Any principal and premium, if any, and any installment of interest, which is overdue shall bear interest at the rate of 6.25% per annum (to the extent permitted by law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.
Section 205. Place of Payment. The Trustee shall initially serve as the Paying Agent for the Notes. The Place of Payment where the Notes may be presented or surrendered for payment shall be the Corporate Trust Office of the Trustee.
Section 206. Place of Registration or Exchange; Notices and Demands With Respect to the Notes. The place where the Holders of the Notes may present the Notes for registration of transfer or exchange and may make notices and demands to or upon the Company in respect of the Notes shall be the Corporate Trust Office of the Trustee.
Section 207. Percentage of Principal Amount. The Notes shall be initially issued at 99.531% of their principal amount plus accrued interest, if any, from February 6, 2007.
Section 208. Global Securities. The Notes shall be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which shall act as Depositary with respect to the Notes. Such Global Securities shall bear the legends set forth in the form of Security attached as Exhibit A hereto.
Section 209. Form of Securities. The Notes shall be substantially in the form attached as Exhibit A hereto.
Section 210. Securities Registrar. The Trustee shall initially serve as the Security Registrar for the Notes.
Section 211. Defeasance and Discharge; Covenant Defeasance.
(a) Article Fourteen of the Original Indenture, including without limitation, Sections 1402 and 1403 (as modified by Section 211(b) hereof) thereof, shall apply to the Notes.
(b) Solely with respect to the Notes issued hereby, the first sentence of
Section 1403 of the Original Indenture is hereby deleted in its entirety, and
the following is substituted in lieu thereof:
"Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the
case may be, (1) the Company shall be released from its obligations
under Article Eight and under any covenants provided pursuant to
Section 301(20), 901(2) or 901(7) for the benefit of the Holders of
such Securities, including, without limitation, the covenants provided
for in Article Three of Supplemental Indenture No. 10 to the
Indenture, and (2) the occurrence of any event
specified in Sections 501(4) (with respect to Article Eight and to any such covenants provided pursuant to Section 301(20), 901(2) or 901(7)) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter called "Covenant Defeasance")."
Section 212. Sinking Fund Obligations. The Company shall have no obligation to redeem or purchase any Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof.
ARTICLE THREE
Additional Covenants
Section 301. Maintenance of Properties. The Company shall cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary.
Section 302. Payment of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
Section 303. Restrictions on Liens. The Company shall not pledge, mortgage or hypothecate, or permit to exist, and shall not cause, suffer or permit any Subsidiary to pledge, mortgage or hypothecate, or permit to exist, except in favor of the Company or any Subsidiary, any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, charge, security interest, encumbrance or lien of any kind whatsoever (including any Capital Lease) (collectively, a "lien" or "liens") upon, any Principal Property or any Equity Interest in any Significant Subsidiary owning any Principal Property, at any time owned by it or a Subsidiary, to secure any indebtedness, without making effective provisions whereby the Notes shall be equally and ratably secured with or prior to any and all such indebtedness and any other indebtedness similarly entitled to be equally and ratably secured; provided, however, that this provision shall not apply to or prevent the creation or existence of:
(a) undetermined or inchoate liens and charges incidental to construction, maintenance, development or operation;
(b) the lien of taxes and assessments for the then current year;
(c) the lien of taxes and assessments not at the time delinquent;
(d) the lien of specified taxes and assessments which are delinquent but the validity of which is being contested at the time by the Company or such Subsidiary in good faith and by appropriate proceedings;
(e) any obligations or duties, affecting the property of the Company or such Subsidiary, to any municipality or public authority with respect to any franchise, grant, license, permit or similar arrangement;
(f) the liens of any judgments or attachment in an aggregate amount not in excess of $10,000,000, or the lien of any judgment or attachment the execution or enforcement of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond;
(g) any lien on any property held or used by the Company or a Subsidiary in connection with the exploration for, development of or production of oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels, such properties to include, but not be limited to, the Company's or a Subsidiary's interest in any mineral fee interests, oil, gas or other mineral leases, royalty, overriding royalty or net profits interests, production payments and other similar interests, wellhead production equipment, tanks, field gathering lines, leasehold or field separation and processing facilities, compression facilities and other similar personal property and fixtures;
(h) any lien on oil, gas, natural gas (including liquefied gas and storage gas), and other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels produced or recovered from any property, an interest in which is owned or leased by the Company or a Subsidiary;
(i) liens upon any property heretofore or hereafter acquired, constructed or improved, created at the later of the time of acquisition or commercial operation thereof, or within one year thereafter (and accessions and proceeds thereof), to secure all or a portion of the purchase price thereof or the cost of such construction or improvement, or existing thereon at the date of acquisition, whether or not assumed by the Company or a Subsidiary, provided that every such lien shall apply only to the property so acquired or constructed and fixed improvements thereon (and accessions and proceeds thereof);
(j) any extension, renewal or refunding, in whole or in part, of any lien permitted by subparagraph (i) above, if limited to the same property or any portion thereof subject to, and securing not more than the amount secured by, the lien extended, renewed or refunded;
(k) liens upon any property of any entity heretofore or hereafter acquired by any entity that is or becomes a Subsidiary after the date hereof ("Acquired Entity") provided that every such lien (1) shall either (A) exist prior to the time the Acquired Entity becomes a Subsidiary or (B) be created at the time the Acquired Entity becomes a Subsidiary or within one year thereafter to secure all or a portion of the acquisition price thereof and (2) shall only apply to those properties owned by the Acquired Entity at the time it becomes a Subsidiary or thereafter acquired by it from sources other than the Company or any other Subsidiary;
(l) the pledge of current assets, in the ordinary course of business, to secure current liabilities;
(m) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time in connection with the financing of the acquisition or construction of property to be used in the business of the Company or a Subsidiary or as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or a Subsidiary to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workmen's compensation, unemployment insurance, old age pensions or other social security, or to share in the privileges or benefits required for companies participating in such arrangements; the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; mechanics' or materialmen's liens, any liens or charges arising by reason of pledges or deposits to secure payment of workmen's compensation or other insurance, good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure duties or public or statutory obligations, deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or similar charges;
(n) any lien of or upon any office equipment, data processing equipment (including, without limitation, computer and computer peripheral equipment), or transportation equipment (including, without limitation, motor vehicles, tractors, trailers, marine vessels, barges, towboats, rolling stock and aircraft);
(o) any lien created or assumed by the Company or a Subsidiary in connection with the issuance of debt securities the interest on which is excludable from gross income of the holder of such security pursuant to the Internal Revenue Code, as amended, for the purposes of financing, in whole or in part, the acquisition or construction of property to be used by the Company or a Subsidiary; or
(p) the pledge or assignment of accounts receivable, or the pledge or assignment of conditional sales contracts or chattel mortgages and evidences of indebtedness secured thereby, received in connection with the sale by the Company or such Subsidiary or others of goods or merchandise to customers of the Company or such Subsidiary.
In case the Company or any Subsidiary shall propose to pledge, mortgage, or hypothecate any Principal Property at any time owned by it to secure any indebtedness, other than as permitted by paragraphs (a) to (p), inclusive, of this Section 303, the Company shall prior thereto
give written notice thereof to the Trustee, and the Company shall or shall cause such Subsidiary to, prior to or simultaneously with such pledge, mortgage or hypothecation, by supplemental indenture executed and delivered to the Trustee (or to the extent legally necessary to another trustee or additional or separate trustee), in form satisfactory to the Trustee, effectively secure all the Notes equally and ratably with, or prior to, such indebtedness.
Notwithstanding the foregoing provisions of this Section 303, the Company or a Subsidiary may issue, assume or guarantee indebtedness secured by a mortgage which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other indebtedness of the Company or a Subsidiary secured by a mortgage which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not including indebtedness permitted to be secured under subdivisions (a) through (p) above) and the Value of all Sale and Leaseback Transactions in existence at such time (other than any Sale and Leaseback Transaction which, if such Sale and Leaseback Transaction had been a lien, would have been permitted by paragraph (i), (j) or (k) of this Section 303) does not at the time of incurrence of such indebtedness exceed 5% of Consolidated Net Tangible Assets. "Value" means, with respect to a Sale and Leaseback Transaction, as of any particular time, the amount equal to the greater of (1) the net proceeds from the sale or transfer of the property leased pursuant to such Sale and Leaseback Transaction or (2) the fair value, in the opinion of the Board of Directors, of such property at the time of entering into such Sale and Leaseback Transaction, in either case divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease.
For purposes of this Section 303, "Subsidiary" does not include a Project Finance Subsidiary.
Section 304. Restrictions on Sale and Leaseback Transactions. The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such Principal Property and either (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of (1) paragraph (i) or (j) of Section 303 or (2) paragraph (k) of Section 303, to incur indebtedness secured by a lien on the Principal Property to be leased without equally and ratably securing the Notes, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount not less than the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt incurred or assumed by the Company which ranks senior to or pari passu with the Notes or of Funded Debt incurred or assumed by any Subsidiary (other than, in either case, Funded Debt owned by the Company or any Subsidiary), or (ii) to the purchase at not more than fair value (as so determined) of Principal Property (other than the Principal Property involved in such sale). For this purpose, "Funded Debt" means any indebtedness which by its terms matures at or is extendable or renewable at the sole option of the obligor thereon without requiring the consent of the obligee to a date more than 12 months after the date of the creation of such indebtedness.
For purposes of this Section 304, "Subsidiary" does not include a Project Finance Subsidiary.
Section 305. Expiration of Restrictions on Liens and Restrictions on Sale and Leaseback Transactions. Notwithstanding anything to the contrary herein, on the date (the "Termination Date") (and continuing thereafter) on which there remains outstanding, in the aggregate, no more than $200,000,000 in principal amount of Long-Term Indebtedness, the covenants of the Company set forth in Sections 303 and 304 hereof shall terminate and the Company shall no longer be subject to the covenants set forth in such Sections.
ARTICLE FOUR
Optional Redemption of the Notes
Section 401. Redemption Price.
(a) The Company shall have the right to redeem the Notes, in whole or in part, at its option at any time from time to time at a price equal to (i) 100% of the principal amount thereof plus (ii) accrued and unpaid interest thereon, if any, to (but excluding) the Redemption Date plus (iii) the Make-Whole Premium, if any (collectively, the "Redemption Price").
(b) The amount of the Make-Whole Premium with respect to any Note (or portion thereof) to be redeemed will be equal to the excess, if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of: (A) each interest payment that, but for such redemption, would have been payable on the Note (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued and unpaid interest for the period prior to the Redemption Date); and (B) the principal amount that, but for such redemption, would have been payable on the Note (or portion thereof) being redeemed at the Maturity Date; over (ii) the principal amount of the Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Comparable Treasury Yield (as defined below) plus 25 basis points.
(c) The Make-Whole Premium shall be calculated by an independent investment banking institution of national standing appointed by the Company; provided, that if the Company fails to make such appointment at least 45 days prior to the Redemption Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation shall be made by Banc of America Securities LLC, Deutsche Bank Securities Inc. or J.P. Morgan Securities Inc., or, if such firms are unwilling or unable to make such calculation, by a different independent investment banking institution of national standing appointed by the Company (in any such case, an "Independent Investment Banker").
Section 402. Make-Whole Premium Calculation.
(a) For purposes of determining the Make-Whole Premium, "Comparable Treasury Yield" means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury securities that have a constant maturity that corresponds to the remaining term to maturity of the Notes to be redeemed, calculated to the nearest 1/12th of a year (the
"Remaining Term"). The Comparable Treasury Yield shall be determined as of the third Business Day immediately preceding the applicable Redemption Date.
(b) The weekly average yields of United States Treasury securities shall be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15 (519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly average yield for United States Treasury securities having a constant maturity that is the same as the Remaining Term, then the Comparable Treasury Yield shall be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield shall be calculated by interpolation, on a straight-line basis, between the weekly average yields on the United States Treasury securities that have a constant maturity closest to and greater than the Remaining Term and the United States Treasury securities that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury securities are not available in the H.15 Statistical Release or otherwise, then the Comparable Treasury Yield shall be calculated by interpolation of comparable rates selected by the Independent Investment Banker.
Section 403. Partial Redemption. If the Company redeems the Notes in part pursuant to this Article Four, the Trustee shall select the Notes to be redeemed on a pro rata basis or by lot or by such other method that the Trustee in its sole discretion deems fair and appropriate. The Company shall redeem Notes pursuant to this Article Four in multiples of $1,000 in original principal amount. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued upon cancellation of the original Note.
Section 404. Notice of Optional Redemption. If the Company elects to exercise its right to redeem all or some of the Notes pursuant to this Article Four, the Company or the Trustee shall mail a notice of such redemption to each Holder of a Note that is to be redeemed not less than 30 days and not more than 60 days before the Redemption Date. If any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount to be redeemed.
ARTICLE FIVE
REMEDIES
Section 501. Additional Event of Default; Acceleration of Maturity.
(a) Solely with respect to the Notes issued hereby, Section 501(7) of the Original Indenture is hereby deleted in its entirety, and the following is substituted in lieu thereof as an "Event of Default" in addition to the other events set forth in Section 501 of the Original Indenture:
"(7) the default by the Company or any Subsidiary, other than a Project Finance Subsidiary, in the payment, when due, after the expiration of any applicable grace period, of principal of indebtedness for money borrowed,
other than Non-Recourse Debt, in the aggregate principal amount then outstanding of $50 million or more, or acceleration of any indebtedness for money borrowed in such aggregate principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded or such default is not cured within 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in principal amount of Notes written notice specifying such default and requiring the Company to cause such acceleration to be rescinded or such default to be cured and stating that such notice is a "Notice of Default" under the Indenture;".
(b) Solely with respect to the Notes issued hereby, the first paragraph of
Section 502 of the Original Indenture is hereby deleted in its entirety, and the
following is substituted in lieu thereof:
"If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to the Notes at the time
Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Notes Outstanding may declare the principal amount of all the Notes to
be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in
Section 501(5) or 501(6) with respect to the Notes at the time
Outstanding occurs and is continuing, the principal amount of all the
Notes shall automatically, and without any declaration or other action
on the part of the Trustee or any Holder, become immediately due and
payable."
Section 502. Expiration of Additional Event of Default. Notwithstanding anything to the contrary herein, on the Termination Date (and continuing thereafter), the event of default of the Company set forth in Section 501(a) hereof shall terminate and the Company shall no longer be subject to such event of default.
ARTICLE SIX
Miscellaneous Provisions
Section 601. The Indenture, as supplemented and amended by this Supplemental Indenture No. 10, is in all respects hereby adopted, ratified and confirmed.
Section 602. This Supplemental Indenture No. 10 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.
Section 603. THIS SUPPLEMENTAL INDENTURE NO. 10 AND EACH NOTE 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.
Section 604. If any provision in this Supplemental Indenture No. 10 limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control.
Section 605. In case any provision in this Supplemental Indenture No. 10 or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 606. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the proper authorization or due execution hereof or of the Notes by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 10 to be duly executed, as of the day and year first written above.
CENTERPOINT ENERGY RESOURCES CORP.
By: /s/ Gary L. Whitlock ------------------------------------ Name: Gary L. Whitlock Title: Executive Vice President and Chief Financial Officer Attest: /s/ Richard B. Dauphin ------------------------------------- Name: Richard B. Dauphin Title: Assistant Corporate Secretary |
(SEAL)
THE BANK OF NEW YORK TRUST COMPANY,
NATIONAL ASSOCIATION, As Trustee
By: /s/ Mauri J. Cowen ------------------------------------ Name: Mauri J. Cowen Title: Vice President and Trust Officer |
(SEAL)
Exhibit A
[FORM OF FACE OF SECURITY]
[IF THIS SECURITY IS TO BE A GLOBAL SECURITY -] THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.
[For as long as this Global Security is deposited with or on behalf of The Depository Trust Company it shall bear the following legend.] Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to CenterPoint Energy Resources Corp. or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
CENTERPOINT ENERGY RESOURCES CORP.
6.25% Senior Notes due 2037
No. __________ $ __________
CUSIP No. ________
CENTERPOINT ENERGY RESOURCES CORP., a corporation duly organized and existing under the laws of the State of Delaware formerly known as NorAm Energy Corp. (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ____________________ Dollars on February 1, 2037, and to pay interest thereon from February 6, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing August 1, 2007, at the rate of 6.25% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 6.25% per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The amount
of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A "Business Day" shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing by the Person entitled thereto as specified in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: February 6, 2007 CENTERPOINT ENERGY RESOURCES CORP. By: ------------------------------------ Name: Gary L. Whitlock (SEAL) Title: Executive Vice President and Chief Financial Officer Attest: ------------------------------------- Name: Richard B. Dauphin Title: Assistant Corporate Secretary |
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY,
NATIONAL ASSOCIATION As Trustee
[FORM OF REVERSE SIDE OF SECURITY]
CENTERPOINT ENERGY RESOURCES CORP.
6.25% SENIOR NOTES DUE 2037
This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of February 1, 1998 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $150,000,000; provided, however, that the authorized aggregate principal amount of the Securities may be increased above such amount by a Board Resolution to such effect.
The Company shall have the right to redeem the Securities of this series, in whole or in part, at its option at any time from time to time at a price equal to (i) 100% of the principal amount thereof plus (ii) accrued and unpaid interest thereon, if any, to (but excluding) the Redemption Date plus (iii) the Make-Whole Premium, if any.
The amount of the Make-Whole Premium with respect to any Security of this
Series (or portion thereof) to be redeemed will be equal to the excess, if any,
of: (i) the sum of the present values, calculated as of the Redemption Date, of:
(A) each interest payment that, but for such redemption, would have been payable
on the Security of this series (or portion thereof) being redeemed on each
Interest Payment Date occurring after the Redemption Date (excluding any accrued
and unpaid interest for the period prior to the Redemption Date); and (B) the
principal amount that, but for such redemption, would have been payable on the
Security of this series (or portion thereof) being redeemed at February 1, 2037;
over (ii) the principal amount of the Security of this series (or portion
thereof) being redeemed. The present values of interest and principal payments
referred to in clause (i) above will be determined in accordance with generally
accepted principles of financial analysis. Such present values will be
calculated by discounting the amount of each payment of interest or principal
from the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the Comparable
Treasury Yield (as defined below) plus 25 basis points.
For purposes of determining the Make-Whole Premium, "Comparable Treasury Yield" means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury securities that have a constant maturity that corresponds to the remaining term to maturity of the Securities of this series, calculated to the nearest 1/12th of a year (the "Remaining Term"). The Comparable Treasury Yield shall be determined as of the third Business Day immediately preceding the Redemption Date.
The weekly average yields of United States Treasury securities shall be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15 (519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly average yield for United States Treasury securities having a constant maturity that is the same as the Remaining Term, then the Comparable Treasury Yield shall be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield shall be calculated by interpolation, on a straight-line basis, between the weekly average yields on the United States Treasury securities that have a constant maturity closest to and greater than the Remaining Term and the United States Treasury securities that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury securities are not available in the H.15 Statistical Release or otherwise, then the Comparable Treasury Yield shall be calculated by interpolation of comparable rates selected by the Independent Investment Banker.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are not entitled to the benefit of any sinking fund.
The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS SECURITY 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.
EXHIBIT 4(g)(8)
CENTERPOINT ENERGY, INC.
To
THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION
(successor to JPMorgan Chase Bank, National Association
(formerly JPMorgan Chase Bank))
Trustee
SUPPLEMENTAL INDENTURE NO. 7
Dated as of February 6, 2007
$250,000,000
5.95% Senior Notes due 2017
CENTERPOINT ENERGY, INC.
SUPPLEMENTAL INDENTURE NO. 7
5.95% Senior Notes due 2017
SUPPLEMENTAL INDENTURE No. 7, dated as of February 6, 2007, between CENTERPOINT ENERGY, INC., a Texas corporation (the "Company"), and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as Trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of May 19, 2003 (the "Original Indenture" and, as 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 desires to provide for the establishment of a new series of Securities to be designated as the "5.95% Senior Notes due 2017" (the "Notes"), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Supplemental Indenture No. 7.
Section 301 of the Original Indenture provides that various matters with respect to any series of Securities issued under the Indenture may be established in an indenture supplemental to the Indenture.
Subparagraph (7) of Section 901 of the Original Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Original Indenture.
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 I
Relation to Indenture; Additional Definitions
Section 101 Relation to Indenture. This Supplemental Indenture No. 7 constitutes an integral part of the Original Indenture.
Section 102 Additional Definitions. For all purposes of this Supplemental Indenture No. 7:
Capitalized terms used herein shall have the meaning specified herein or in the Original Indenture, as the case may be;
"Affiliate" of, or a Person "affiliated" with, a specific Person means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise.
"Business Day" means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close. If any Interest Payment Date, Stated Maturity or Redemption Date of a Note falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day with the same force and effect as if made on the relevant date that the payment was due and no interest will accrue on such payment for the period from and after the Interest Payment Date, Stated Maturity or Redemption Date, as the case may be, to the date of that payment on the next succeeding Business Day. The definition of "Business Day" in this Supplemental Indenture No. 7 and the provisions described in the preceding sentence shall supersede the definition of Business Day in the Original Indenture and Section 113 of the Original Indenture.
"Capital Lease" means a lease that, in accordance with accounting principles generally accepted in the United States of America, would be recorded as a capital lease on the balance sheet of the lessee;
"CenterPoint Houston" means CenterPoint Energy Houston Electric, LLC, a Texas limited liability company, and any successor thereto; provided, that at any given time, there shall not be more than one such successor;
"CERC" means CenterPoint Energy Resources Corp., a Delaware corporation, and any successor thereto; provided, that at any given time, there shall not be more than one such successor;
"Comparable Treasury Yield" has the meaning set forth in Section 402(a) hereof;
"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, as follows: (a) for payment, registration and transfer of the
Securities: 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention:
Bondholder Communications; telephone (214) 672-5125 or (800) 275-2048;
telecopy: (214) 672-5873; and (b) for all other communications relating to
the Securities: 601 Travis Street, 18th Floor, Houston, Texas 77002,
Attention: Global Corporate Trust; telephone: (713) 483-6603; telecopy:
(713) 483-6590;
"Equity Interests" means any capital stock, partnership, joint venture, member or limited liability or unlimited liability company interest, beneficial interest in a trust or similar entity or other equity interest or investment of whatever nature;
"H.15 Statistical Release" has the meaning set forth in Section 402(b) hereof;
The term "Indebtedness" as applied to any Person, means bonds, debentures, notes and other instruments or arrangements representing obligations created or assumed by any such Person, in respect of: (i) obligations for money borrowed (other than unamortized debt discount or premium); (ii) obligations evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets of any kind; (iii) obligations as lessee under a Capital Lease; and (iv) any amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligations listed in clause (i), (ii) or (iii) above. All indebtedness of such type, secured by a lien upon property owned by such Person although such Person has not assumed or become liable for the payment of such indebtedness, shall also for all purposes hereof be deemed to be indebtedness of such Person. All indebtedness for borrowed money incurred by any other Persons which is directly guaranteed as to payment of principal by such Person shall for all purposes hereof be deemed to be indebtedness of any such Person, but no other contingent obligation of such Person in respect of indebtedness incurred by any other Persons shall for any purpose be deemed to be indebtedness of such Person.
"Independent Investment Banker" has the meaning set forth in Section 401(c) hereof;
"Interest Payment Date" has the meaning set forth in Section 204(a) hereof;
"Issue Date" has the meaning provided in Section 204(a) hereof;
"Long-Term Indebtedness" means, collectively, the Company's outstanding: (a) 5.875% Senior Notes due 2008, (b) 6.850% Senior Notes due 2015, (c) 7.25% Senior Notes due 2010, (d) 3.75% Convertible Senior Notes due 2023, and (e) any long-term indebtedness (but excluding for this purpose any long-term indebtedness incurred pursuant to any revolving credit facility, letter of credit facility or other similar bank credit facility) of the Company issued subsequent to the issuance of the Notes and prior to the Termination Date containing a covenant substantially similar to the covenant set forth in Section 301 hereof, or an event of default substantially similar to the event of default set forth in Section 501(c) hereof, but not containing a provision substantially similar to the provision set forth in Section 302 hereof;
"Make-Whole Premium" has the meaning set forth in Section 401(b) hereof;
"Maturity Date" has the meaning set forth in Section 203 hereof;
"Notes" has the meaning set forth in the second paragraph of the Recitals hereof;
"Original Indenture" has the meaning set forth in the first paragraph of the Recitals hereof;
"Redemption Price" has the meaning set forth in Section 401(a) hereof;
"Regular Record Date" has the meaning set forth in Section 204(a) hereof;
"Remaining Term" has the meaning set forth in Section 402(a) hereof;
"Significant Subsidiary" means, CERC, CenterPoint Houston and any other Subsidiary which, at the time of the creation of a pledge, mortgage, security interest or other lien upon any Equity Interests of such Subsidiary, has consolidated gross assets (having regard to the Company's beneficial interest in the shares, or the like, of that Subsidiary) that represents at least 25% of the Company's consolidated gross assets appearing in the Company's most recent audited consolidated financial statements;
"Subsidiary" of any entity means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock or Equity Interests having ordinary voting power to elect a majority of the Board of Directors or comparable governing body of such corporation or other entity (irrespective of whether at the time capital stock of any other class or classes of such corporation or other entity shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership, joint venture or other entity, or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such entity, by such entity and one or more of its other Subsidiaries, or by one or more of such entity's other Subsidiaries;
"Termination Date" has the meaning set forth in Section 302.
All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 7; and
The terms "herein," "hereof," "hereunder" and other words of similar import refer to this Supplemental Indenture No. 7.
ARTICLE II
The Series of Securities
Section 201 Title of the Securities. The Notes shall be designated as the "5.95% Senior Notes due 2017".
Section 202 Limitation on Aggregate Principal Amount. The Trustee shall authenticate and deliver the Notes for original issue on the Issue Date in the aggregate principal amount of $250,000,000 upon a Company Order for the authentication and delivery thereof and satisfaction of Sections 301 and 303 of the Original Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the name or names of the initial Holder or Holders. The aggregate principal amount of Notes that may initially be outstanding shall not exceed $250,000,000; provided, however, that the authorized aggregate principal amount of the Notes may be increased above such amount by a Board Resolution to such effect.
Section 203 Stated Maturity. The stated maturity of the Notes shall be February 1, 2017 (the "Maturity Date").
Section 204 Interest and Interest Rates.
(a) The Notes shall bear interest at a rate of 5.95% per year, from and including February 6, 2007 (the "Issue Date") to, but excluding, the Maturity Date. Such interest shall be payable semiannually in arrears on February 1 and August 1 of each year (each an "Interest Payment Date"), beginning August 1, 2007 to the persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on January 15 and July 15 (each a "Regular Record Date") (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.
(b) Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall either (i) be paid to the Person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or (ii) be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.
(c) The amount of interest payable for any period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on a Note is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.
(d) Any principal and premium, if any, and any installment of interest, which is overdue shall bear interest at the rate of 5.95% per annum (to the extent permitted by law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.
Section 205 Paying Agent; Place of Payment. The Trustee shall initially serve as the Paying Agent for the Notes. The Company may appoint and change any Paying Agent or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent. The Place of Payment where the Notes may be presented or surrendered for payment shall be the Corporate Trust Office of the Trustee. At the option of the Company, payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing by the Person entitled thereto as specified in the Security Register.
Section 206 Place of Registration or Exchange; Notices and Demands With Respect to the Notes. The place where the Holders of the Notes may present the Notes for registration of transfer or exchange and may make notices and demands to or upon the Company in respect of the Notes shall be the Corporate Trust Office of the Trustee.
Section 207 Percentage of Principal Amount. The Notes shall be initially issued at 99.741% of their principal amount plus accrued interest, if any, from February 6, 2007.
Section 208 Global Securities.
(a) The Notes shall be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which shall act as Depositary with respect to the Notes. Such Global Securities shall bear the legends set forth in the form of Security attached as Exhibit A hereto
Section 209 Form of Securities. The Notes shall be substantially in the form attached as Exhibit A hereto.
Section 210 Securities Registrar. The Trustee shall initially serve as the Security Registrar for the Notes.
Section 211 Sinking Fund Obligations. The Company shall have no obligation to redeem or purchase any Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof.
Section 212 Defeasance and Discharge; Covenant Defeasance.
(a) Article Fourteen of the Original Indenture, including without limitation, Sections 1402 and 1403 thereof, shall apply to the Notes.
ARTICLE III
Additional Covenant
Section 301 Limitations on Liens. The Company shall not pledge, mortgage, hypothecate, or grant a security interest in, or permit any such mortgage, pledge, security interest or other lien upon any Equity Interests now or hereafter owned by the Company in any Significant Subsidiary to secure any Indebtedness, without making effective provisions whereby the outstanding Notes shall be equally and ratably secured with or prior to any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured; provided, however, that this provision shall not apply to or prevent the creation or existence of:
(a) any mortgage, pledge, security interest, lien or encumbrance upon the Equity Interests of CenterPoint Energy Transition Bond Company, LLC, CenterPoint Energy Transition Bond Company II, LLC or any other special purpose Subsidiary created on or after the date of this Supplemental Indenture by the Company in connection with the issuance of securitization bonds for the economic value of generation-related regulatory assets and stranded costs;
(b) any mortgage, pledge, security interest, lien or encumbrance upon any Equity Interests in a Person which was not affiliated with the Company prior to one year before the grant of such mortgage, pledge, security interest, lien or encumbrance (or the Equity Interests of a holding company formed to acquire or hold such Equity Interests) created at the time of the Company's acquisition of the Equity Interests or within one year after such time to secure all or a portion of the purchase price for such Equity Interests; provided that the principal amount of any Indebtedness secured by such mortgage, pledge, security interest, lien or encumbrance does not exceed 100% of such purchase price and the fees, expenses and costs incurred in connection with such acquisition and acquisition financing;
(c) any mortgage, pledge, security interest, lien or encumbrance existing upon Equity Interests in a Person which was not affiliated with the Company prior to one year before the grant of such mortgage, pledge, security interest, lien or encumbrance at the time of the Company's acquisition of such Equity Interests (whether or not the obligations secured thereby are assumed by the Company or such Subsidiary becomes a Significant Subsidiary); provided that (i) such mortgage, pledge, security interest, lien or encumbrance existed at the time such Person became a Significant Subsidiary and was not created in anticipation of the acquisition, and (ii) any such mortgage, pledge, security interest, lien or encumbrance does not by its terms secure any Indebtedness other than Indebtedness existing or committed immediately prior to the time such Person becomes a Significant Subsidiary;
(d) liens for taxes, assessments or governmental charges or levies to the extent not past due or which are being contested in good faith by appropriate proceedings diligently conducted and for which the Company has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles;
(e) pledges or deposits in the ordinary course of business to secure obligations under workers' compensation laws or similar legislation;
(f) materialmen's, mechanics', carriers', workers' and repairmen's liens imposed by law and other similar liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted;
(g) attachment, judgment or other similar liens, which have not been effectively stayed, arising in connection with court proceedings; provided that such liens, in the aggregate, shall not secure judgments which exceed $50,000,000 aggregate principal amount at any one time outstanding; provided further that the execution or enforcement of each such lien is effectively stayed within 30 days after entry of the corresponding judgment (or the corresponding judgment has been discharged within such 30 day period) and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted;
(h) other liens not otherwise referred to in paragraphs (a) through (g) above, provided that the Indebtedness secured by such liens in the aggregate, shall not exceed 1% of the Company's consolidated gross assets appearing in the Company's most recent audited consolidated financial statements at any one time outstanding;
(i) any mortgage, pledge, security interest, lien or encumbrance on the
Equity Interests of any Subsidiary that was otherwise permitted under this
Section 301 if such Subsidiary subsequently becomes a Significant
Subsidiary; or
(j) any extension, renewal or refunding of Indebtedness secured by any mortgage, pledge, security interest, lien or encumbrance described in paragraphs (a) through (i) above; provided that the principal amount of any such Indebtedness is not increased by an amount greater than the fees, expenses and costs incurred in connection with such extension, renewal or refunding.
Section 302 Expiration of Restrictions on Liens. Notwithstanding anything to the contrary herein, on the date (the "Termination Date") (and continuing thereafter) on which there remains outstanding, in the aggregate, no more than $200,000,000 in principal amount of Long-Term Indebtedness, the covenant of the Company set forth in Section 301 hereof shall terminate and the Company shall no longer be subject to the covenant set forth in such Section.
ARTICLE IV
Optional Redemption of the Notes
Section 401 Redemption Price.
(a) The Company shall have the right to redeem the Notes, in whole or in part, at its option at any time from time to time at a price equal to (i) 100% of the principal amount thereof plus (ii) accrued and unpaid interest thereon, if any, to (but excluding) the Redemption Date plus (iii) the Make-Whole Premium, if any (collectively, the "Redemption Price").
(b) The amount of the Make-Whole Premium with respect to any Note (or portion thereof) to be redeemed will be equal to the excess, if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of: (A) each interest payment that, but for such redemption, would have been payable on the Note (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued and unpaid interest for the period prior to the Redemption Date); and (B) the principal amount that, but for such redemption, would have been payable on the Note (or portion thereof) being redeemed at the Maturity Date; over (ii) the principal amount of the Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Comparable Treasury Yield (as defined below) plus 20 basis points.
(c) The Make-Whole Premium shall be calculated by an independent investment banking institution of national standing appointed by the Company; provided, that if the Company fails to make such appointment at least 45 days prior to the Redemption Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation shall be made by Banc of America Securities LLC, Deutsche Bank Securities Inc. or J.P. Morgan Securities Inc., or, if such firms are unwilling or unable to make such calculation, by a different independent investment banking institution of national standing appointed by the Company (in any such case, an "Independent Investment Banker").
Section 402 Make-Whole Premium Calculation.
(a) For purposes of determining the Make-Whole Premium, "Comparable Treasury Yield" means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury securities that have a constant maturity that corresponds to the remaining term to maturity of the Notes to be redeemed, calculated to the nearest 1/12th of a year (the "Remaining Term"). The Comparable Treasury Yield shall be determined as of the third Business Day immediately preceding the applicable Redemption Date.
(b) The weekly average yields of United States Treasury securities shall be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15 (519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly average yield for United States Treasury securities having a constant maturity that is the same as the Remaining Term, then the Comparable Treasury Yield shall be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield shall be calculated by interpolation, on a straight-line basis, between the weekly average yields on the United States Treasury securities that have a constant maturity closest to and greater than the Remaining Term and the United States Treasury securities that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury securities are not available in the H.15 Statistical Release or otherwise, then the
Comparable Treasury Yield shall be calculated by interpolation of comparable rates selected by the Independent Investment Banker.
Section 403 Partial Redemption. If the Company redeems the Notes in part pursuant to this Article Four, the Trustee shall select the Notes to be redeemed on a pro rata basis or by lot or by such other method that the Trustee in its sole discretion deems fair and appropriate. The Company shall redeem Notes pursuant to this Article IV in multiples of $1,000 in original principal amount. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued upon cancellation of the original Note.
Section 404 Notice of Optional Redemption. If the Company elects to exercise its right to redeem all or some of the Notes pursuant to this Article IV, the Company or the Trustee shall mail a notice of such redemption to each Holder of a Note that is to be redeemed not less than 30 days and not more than 60 days before the Redemption Date. If any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount to be redeemed.
ARTICLE V
Remedies
Section 501 Additional Events of Default; Acceleration of Maturity.
(a) Solely with respect to the Notes issued hereby, Section 501(5) of the Original Indenture is hereby deleted in its entirety, and the following is substituted in lieu thereof as an Event of Default in addition to the other events set forth in Section 501 of the Original Indenture:
"(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company, CERC or CenterPoint Houston in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company, CERC or CenterPoint Houston a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, CERC or CenterPoint Houston under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, CERC or CenterPoint Houston or of any substantial part of its respective property, or ordering the winding up or liquidation of its respective affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; provided that any specified event in (A) or (B) involving CERC or CenterPoint Houston shall not constitute an Event of Default if, at the time such event occurs, CERC or CenterPoint Houston, as the case may be, shall no longer be an Affiliate of the Company; or"
(b) Solely with respect to the Notes issued hereby, Section 501(6) of the Original Indenture is hereby deleted in its entirety, and the following is substituted in lieu thereof as an Event of Default in addition to the other events set forth in Section 501 of the Original Indenture:
"(6) the commencement by the Company, CERC or CenterPoint Houston of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by any of them to the entry of a decree or order for relief in respect of the Company, CERC or CenterPoint Houston in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against any of them, or the filing by any of them of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by any of them to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, CERC or CenterPoint Houston or of any substantial part of its respective property, or the making by any of them of an assignment of a substantial part of its respective property for the benefit of creditors, or the admission by any of them in writing of the inability of any of the Company, CERC or CenterPoint Houston to pay its respective debts generally as they become due, or the taking of corporate action by the Company, CERC or CenterPoint Houston in furtherance of any such action; provided that any such specified event involving CERC or CenterPoint Houston shall not constitute an Event of Default if, at the time such event occurs, CERC or CenterPoint Houston, as the case may be, shall no longer be an Affiliate of the Company; or"
(c) Solely with respect to the Notes issued hereby, and pursuant to Section
501(7) of the Original Indenture, Section 501(7) of the Original Indenture is
hereby deleted in its entirety, and the following is substituted in lieu
thereof, as an "Event of Default" in addition to the other events set forth in
Section 501 of the Original Indenture:
"(7) The default by the Company, CERC or CenterPoint Houston in a scheduled payment at maturity, upon redemption or otherwise, in the aggregate principal amount of $50 million or more, after the expiration of any applicable grace period, of any Indebtedness or the acceleration of any Indebtedness of the Company, CERC or CenterPoint Houston in such aggregate principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such payment default is not cured or such acceleration is not
rescinded within 30 days after notice to the Company in accordance with the terms of the Indebtedness; provided that such payment default or acceleration of CERC or CenterPoint Houston shall not to be an Event of Default if, at the time such event occurs, CERC or CenterPoint Houston, as the case may be, shall not be an Affiliate of the Company."
Section 502 Expiration of Additional Event of Default. Notwithstanding anything to the contrary herein, on the Termination Date (and continuing thereafter), the event of default of the Company set forth in Section 501(c) hereof shall terminate and the Company shall no longer be subject to such event of default.
ARTICLE VI
Miscellaneous Provisions
Section 601 The Indenture, as supplemented and amended by this Supplemental Indenture No. 7, is in all respects hereby adopted, ratified and confirmed.
Section 602 This Supplemental Indenture No. 7 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.
Section 603 THIS SUPPLEMENTAL INDENTURE NO. 7 AND EACH NOTE 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.
Section 604 If any provision in this Supplemental Indenture No. 7 limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control.
Section 605 In case any provision in this Supplemental Indenture No. 7 or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 7 to be duly executed, as of the day and year first written above.
CENTERPOINT ENERGY, INC.
By: /s/ Gary L. Whitlock ------------------------------------ Gary L. Whitlock Executive Vice President and Chief Financial Officer Attest: /s/ Richard B. Dauphin ------------------------------------- Richard B. Dauphin Assistant Corporate Secretary |
(SEAL)
THE BANK OF NEW YORK TRUST COMPANY,
NATIONAL ASSOCIATION,
As Trustee
By: /s/ Mauri J. Cowen ------------------------------------ Name: Mauri J. Cowen Title: Vice President and Trust Officer |
(SEAL)
Exhibit A
[FORM OF FACE OF SECURITY]
[IF THIS SECURITY IS TO BE A GLOBAL SECURITY -] THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.
[For as long as this Global Security is deposited with or on behalf of The Depository Trust Company it shall bear the following legend.] Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to CenterPoint Energy, Inc. or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
CENTERPOINT ENERGY, INC.
5.95% Senior Notes due 2017
No. __________ $_________
CUSIP No. ________
CENTERPOINT ENERGY, INC., a corporation duly organized and existing under the laws of the State of Texas (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ____________________ Dollars on February 1, 2017, and to pay interest thereon from February 6, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing August 1, 2007, at the rate of 5.95% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 5.95% per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The amount of interest payable for any period shall be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing by the Person entitled thereto as specified in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: February 6, 2007 CENTERPOINT ENERGY, INC. By: ------------------------------------ Name: Gary L. Whitlock (SEAL) Title: Executive Vice President and Chief Financial Officer Attest: ------------------------------------- Name: Richard B. Dauphin Title: Assistant Corporate Secretary |
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY,
NATIONAL ASSOCIATION
As Trustee
[FORM OF REVERSE SIDE OF SECURITY]
CENTERPOINT ENERGY, INC.
5.95% NOTES DUE 2017
This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 19, 2003 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $250,000,000; provided, however, that the authorized aggregate principal amount of the Securities may be increased above such amount by a Board Resolution to such effect.
The Company shall have the right to redeem the Securities of this series, in whole or in part, at its option at any time from time to time at a price equal to (i) 100% of the principal amount thereof plus (ii) accrued and unpaid interest thereon, if any, to (but excluding) the Redemption Date plus (iii) the Make-Whole Premium, if any.
The amount of the Make-Whole Premium with respect to any Security of this
Series (or portion thereof) to be redeemed will be equal to the excess, if any,
of: (i) the sum of the present values, calculated as of the Redemption Date, of:
(A) each interest payment that, but for such redemption, would have been payable
on the Security of this series (or portion thereof) being redeemed on each
Interest Payment Date occurring after the Redemption Date (excluding any accrued
and unpaid interest for the period prior to the Redemption Date); and (B) the
principal amount that, but for such redemption, would have been payable on the
Security of this series (or portion thereof) being redeemed at February 1, 2017;
over (ii) the principal amount of the Security of this series (or portion
thereof) being redeemed. The present values of interest and principal payments
referred to in clause (i) above will be determined in accordance with generally
accepted principles of financial analysis. Such present values will be
calculated by discounting the amount of each payment of interest or principal
from the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the Comparable
Treasury Yield (as defined below) plus 20 basis points.
For purposes of determining the Make-Whole Premium, "Comparable Treasury Yield" means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury securities that have a constant maturity that corresponds to the remaining term to maturity of the Securities of this series, calculated to the nearest 1/12th of a year (the "Remaining Term"). The Comparable Treasury Yield shall be determined as of the third Business Day immediately preceding the Redemption Date.
The weekly average yields of United States Treasury securities shall be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15 (519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly average yield for United States Treasury securities having a constant maturity that is the same as the Remaining Term, then the Comparable Treasury Yield shall be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield shall be calculated by interpolation, on a straight-line basis, between the weekly average yields on the United States Treasury securities that have a constant maturity closest to and greater than the Remaining Term and the United States Treasury securities that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury securities are not available in the H.15 Statistical Release or otherwise, then the Comparable Treasury Yield shall be calculated by interpolation of comparable rates selected by the Independent Investment Banker.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are not entitled to the benefit of any sinking fund.
The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS SECURITY 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.
| Annual retainer fee of $50,000 for Board membership; | ||
| Fee of $1,500 for each Board meeting attended; | ||
| Fee of $2,000 for each Audit Committee meeting attended; | ||
| Fee of $1,500 for each meeting of any other Board committee attended; | ||
| Supplemental annual retainer of $10,000 for serving as a chairman of the Audit Committee; and | ||
| Supplemental annual retainer of $5,000 for serving as a chairman of any other Board committee. |
Name and Position | 2006 Base Salary | |||
|
||||
David M. McClanahan
President and Chief Executive Officer |
$ | 1,030,000 | ||
|
||||
Gary L. Whitlock
Executive Vice President and Chief Financial Officer |
$ | 475,000 | ||
|
||||
Scott E. Rozzell
Executive Vice President, General Counsel and Corporate Secretary |
$ | 445,000 | ||
|
||||
Thomas R. Standish
Senior Vice President and Group President Regulated Operations |
$ | 421,000 | ||
|
||||
Byron R. Kelley
Senior Vice President and Group President, CenterPoint Energy Pipelines and Field Services |
$ | 372,000 |
Year Ended December 31,
2002
2003
2004
2005
2006
(Millions of dollars)
$
482
$
409
$
205
$
225
$
432
272
205
139
153
62
(5
)
(4
)
(4
)
(4
)
(10
)
749
610
340
374
484
656
713
777
710
600
5
4
4
4
10
56
28
12
11
11
12
19
729
756
792
726
629
$
1,478
$
1,366
$
1,132
$
1,100
$
1,113
2.03
1.81
1.43
1.51
1.77
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ David M. McClanahan | ||||
David M. McClanahan | ||||
President and Chief Executive Officer | ||||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Gary L. Whitlock | ||||
Gary L. Whitlock | ||||
Executive Vice President and Chief Financial Officer | ||||
/s/ David M. McClanahan | ||||
David M. McClanahan | ||||
President and Chief Executive Officer
February 28, 2007 |
/s/ Gary L. Whitlock | ||||
Gary L. Whitlock | ||||
Executive Vice President and Chief Financial Officer
February 28, 2007 |
||||