Twelfth Supplemental Indenture dated as of September 9, 2003


 Exhibit 4.2 
  
 CenterPoint Energy Houston Electric, LLC 
 1111 Louisiana 
 Houston, TX 77002 
  

  
 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC 
  
 TO 
  
 JPMORGAN CHASE BANK 
 Trustee 
  

  
 TWELFTH SUPPLEMENTAL INDENTURE 
  
 Dated as of September 9, 2003 
  

  
 Supplementing the General Mortgage Indenture 

Dated as of October 10, 2002 
  
 THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A PUBLIC UTILITY 
  
 THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS 
  
 This instrument is being filed pursuant to Chapter 35 of the Texas Business and Commerce Code 
  
  







 TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2003, between CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a
limited liability company organized and existing under the laws of the State of Texas (herein called the “Company”), having its principal office at 1111 Louisiana, Houston, Texas 77002, and JPMORGAN CHASE BANK, a banking corporation duly
organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is administered being 600 Travis Street, Suite
1150, Houston, Texas 77002. 
  
 RECITALS OF THE COMPANY 

 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee a General
Mortgage Indenture dated as of October 10, 2002 (the “Indenture”) providing for the issuance by the Company from time to time of its bonds, notes or other evidence of indebtedness to be issued in one or more series (in the Indenture and
herein called the “Securities”) and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities; and 
  
 WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Indenture and
pursuant to appropriate resolutions of the Manager, has duly determined to make, execute and deliver to the Trustee this Twelfth Supplemental Indenture to the Indenture as permitted by Sections 201, 301, 402(2), 403(2) and 1401 of the Indenture in
order to establish the form or terms of, and to provide for the creation and issuance of, a thirteenth series of Securities under the Indenture in an initial aggregate principal amount of $300,000,000 (such thirteenth series being hereinafter
referred to as the “Thirteenth Series”); and 
  
 WHEREAS, all things
necessary to make the Securities of the Thirteenth Series, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the
Indenture set forth against payment therefor the valid, binding and legal obligations of the Company and to make this Twelfth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; 
  
 NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish
the terms of a series of Securities, and for and in consideration of the premises and of the covenants contained in the Indenture and in this Twelfth Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, it is mutually covenanted and agreed as follows: 
  
  

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 ARTICLE ONE 
  
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
  
 Section 101.    Definitions.    Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined
herein. 
  
 ARTICLE TWO 
  
 TITLE, FORM AND TERMS OF THE BONDS 
  
 Section 201.    Title of the
Bonds.    This Twelfth Supplemental Indenture hereby creates a series of Securities designated as the “5.75% General Mortgage Bonds, Series M, due 2014” (the “Series M Bonds”), and a series of Securities
designated as the “5.75% General Mortgage Bonds, Series M2, due 2014” (the “Series M2 Bonds” and, together with the Series M Bonds, the “Bonds”). For purposes of the Indenture, the Bonds shall constitute a single series
of Securities and, subject to the provisions, including, but not limited to Article Four of the Indenture, the Bonds may be issued in an unlimited principal aggregate amount, although the initial issuance of the Bonds shall be in the principal
amount of $300,000,000. 
  
 Section
202.    Form and Terms of the Bonds.    The form and terms of the Bonds will be set forth in an Officer’s Certificate delivered by the Company to the Trustee pursuant to the authority granted by
this Twelfth Supplemental Indenture in accordance with Sections 201 and 301 of the Indenture. 
  
 Section 203.    Treatment of Proceeds of Title Insurance Policy.    Any moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged Property of
the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of the Indenture (other than the last paragraph thereof). 
  
 ARTICLE THREE 
  
 MISCELLANEOUS PROVISIONS 
  
 The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twelfth Supplemental Indenture or the proper authorization
or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. 
  
 Except as expressly amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions
thereof and the Indenture is in all respects hereby ratified and confirmed. This Twelfth Supplemental Indenture and all of its provisions shall be 
  
  
  
  

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 deemed a part of the Indenture in the manner and to the extent herein and therein provided. 
  
 This Twelfth Supplemental Indenture shall be governed by, and construed in accordance with,
the law of the State of New York. 
  
 This Twelfth Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
  

 4 







 IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
	
	 /S/    MARC KILBRIDE

	

	 Marc Kilbride

	 Vice President and Treasurer

	
	 JPMORGAN CHASE BANK, as Trustee

	
	 /S/    CAROL LOGAN

	

	 Carol Logan

	 Vice President and Trust Officer



  
 ACKNOWLEDGMENT 
  

	STATE OF TEXAS	 	)
	 	 	) ss.
	 COUNTY OF HARRIS
	 	)

  
 On the 4th day of
September 2003, before me, Amelia Oviedo, the undersigned notary public, personally came Marc Kilbride, to me known, who, being by me duly sworn, did depose and say that he is Vice President and Treasurer of CenterPoint Energy Houston Electric, LLC,
a limited liability company organized under the laws of the State of Texas, that he executed the foregoing instrument in his authorized capacity, and that by his signature on the instrument he, or the entity upon behalf of which he acted, executed
the instrument. 
  

	/S/    AMEILIA OVIEDO
	

	 Notary Public



  






 ACKNOWLEDGMENT 
  

	STATE OF TEXAS	 	)
	 	 	)    ss
	 COUNTY OF HARRIS
	 	)

  
 On the 4th day of
September 2003, before me, Treva Bushnell, the undersigned notary public, personally came Carol Logan, to me known, who, being by me duly sworn, did depose and say that she is Vice President and Trust Officer of JPMorgan Chase Bank, a banking
corporation organized under the laws of the State of New York, that she executed the foregoing instrument in her authorized capacity, and that by her signature on the instrument she, or the entity upon behalf of which she acted, executed the
instrument. 
  
  

	/S/    TREVA BUSHNELL
	

	Notary Public