11th Supplemental Indenture


EXHIBIT 4.1 
 
CenterPoint Energy Houston Electric, LLC 
1111 Louisiana 
Houston, TX 77002 
 

 
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC 
 
TO 
 
JPMORGAN CHASE BANK

Trustee 
 

 
ELEVENTH SUPPLEMENTAL INDENTURE

 
Dated as of May 23, 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 
 
 







 
ELEVENTH SUPPLEMENTAL
INDENTURE, dated as of May 23, 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
Eleventh Supplemental Indenture to the Indenture as permitted by Sections 201, 301, 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 twelfth series of Securities under
the Indenture in an initial aggregate principal amount of $200,000,000 (such twelfth series being hereinafter referred to as the “Twelfth Series”); and 
 
WHEREAS, all things necessary to make the Securities of the Twelfth 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 Eleventh Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; 
 
NOW, THEREFORE, THIS ELEVENTH 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 Eleventh 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: 
 






 
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 Eleventh Supplemental Indenture hereby creates a series of Securities designated as the “5.60% General
Mortgage Bonds, Series L, due July 1, 2023” (the “Series L Bonds”) and a series of Securities designated as the “5.60% General Mortgage Bonds, Series L2, due July 1, 2023” (the “Series L2 Bonds” and, together with
the Series L 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 $200,000,000. 
 
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 Eleventh 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 Eleventh 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 Eleventh Supplemental Indenture and all of its provisions shall be 






 
deemed a part of the Indenture
in the manner and to the extent herein and therein provided. 
 
This Eleventh Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 
 
This Eleventh 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. 
 






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

	 	 	 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

	
	 	 	 By: /s/    Marc
Kilbride                                       
                 

	
	 	 	                 Name: Marc Kilbride

	 	 	                 Title: Treasurer

	
	 	 	 JPMORGAN CHASE BANK, as Trustee

	
	 	 	 By:
/s/    Carol Logan                                 
                           

	 	 	                 Name: Carol Logan

	 	 	                 Title: Vice President and Trust Officer


 
ACKNOWLEDGMENT 
 

	 STATE OF TEXAS
	 	 )
	 	 
	 	 	 )
	 	 ss

	 COUNTY OF HARRIS
	 	 )
	 	 

 
On the
21st day of May 2003, before me personally came Marc Kilbride, to me known, who, being by me duly sworn, did depose and say that he resides in Houston, Texas; that he is the Treasurer of CenterPoint Energy Houston Electric, LLC, a Texas limited
liability company, the limited liability company described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the sole manager of said limited liability company. 
 

	 	 	 /s/    Candi Weekley                              
                          

	
	 	 	 Notary Public








 
ACKNOWLEDGMENT 
 

	 STATE OF TEXAS
	 	 )
	 	 
	 	 	 )
	 	 ss

	 COUNTY OF HARRIS
	 	 )
	 	 

 
On the
21st day of May 2003, before me personally came Carol Logan, to me known, who, being by me duly sworn, did depose
and say that she resides in Houston, Texas; that she is Vice President and Trust Officer of JPMorgan Chase Bank, a banking corporation organized under the State of New York, the Person described in and which executed the foregoing instrument; and
that she signed her name thereto by authority of the board of directors of said corporation. 
 

	 	 	 /s/    Treva Bushnell                             
                           

	
	 	 	 Notary Public