EX-4.4




 Exhibit 4.4 

CenterPoint Energy Houston Electric, LLC 
 1111 Louisiana
Street 
 Houston, TX 77002 
  

 
  

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC 

TO 
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, NATIONAL ASSOCIATION 
 (successor in trust to JPMORGAN CHASE BANK), 

as Trustee 
  

 
 THIRTY-FIRST
SUPPLEMENTAL INDENTURE 
 Dated as of February 28, 2022 

 
  

Supplementing the General Mortgage Indenture 

Dated as of October 10, 2002 

Filed under file number 030004510538 in the 

Office of the Secretary of State as an instrument 

granting a security interest by a public utility 

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS 

This instrument is being filed pursuant to Chapter 261 of the Texas Business and Commerce Code 

 
  

 











 THIRTY-FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2022, 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 Street, Houston, Texas 77002, and THE BANK OF NEW YORK
MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor in trust to JPMORGAN CHASE BANK), a limited purpose national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the
“Trustee”), the office of the Trustee at which on the date hereof its corporate trust business is administered being 601 Travis Street, 16th Floor, 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, as supplemented and amended (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 Thirty-First 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 thirty-third series of Securities under the Indenture in an initial aggregate principal amount of $300,000,000 (such thirty-third series being
hereinafter referred to as the “Thirty-Third Series”), and a thirty-fourth series of Securities under the Indenture in an initial aggregate principal amount of $500,000,000 (such thirty-fourth series being hereinafter referred to as the
“Thirty-Fourth Series”); and 
 WHEREAS, all things necessary to make the Securities of the Thirty-Third Series and the Securities of the
Thirty-Fourth 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 Thirty-First Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; 

NOW, THEREFORE, THIS THIRTY-FIRST 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 Thirty-First 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 Thirty-First Supplemental Indenture hereby creates a series of Securities designated as the
“3.00% General Mortgage Bonds, Series AG, due 2032” (the “Series AG Mortgage Bonds”), and a series of Securities designated as the “3.60% General Mortgage Bonds, Series AH, due 2052” (the “Series AH Mortgage
Bonds”). For purposes of the Indenture, the Series AG Mortgage Bonds and the Series AH Mortgage Bonds shall each constitute a single series of Securities and, subject to the provisions, including, but not limited to, Article Four of the
Indenture, the Series AG Mortgage Bonds shall be issued initially in an aggregate principal amount of $300,000,000, and the Series AH Mortgage Bonds shall be issued initially in an aggregate principal amount of $500,000,000, provided, however, that,
in the case of each of the Series AG Mortgage Bonds and the Series AH Mortgage Bonds, as contemplated in the second paragraph of Section 301 of the Indenture and the definition of “Tranche” in Section 101 of the Indenture,
additional Securities of such a series or Tranche may be subsequently issued from time to time, without any consent of Holders of the Securities of such series, pursuant to Section 1401(4) of the Indenture. 

Section 202. Form and Terms of the Bonds. The form and terms of each of the Series AG Mortgage Bonds and the Series AH Mortgage
Bonds will be set forth in an Officer’s Certificate delivered by the Company to the Trustee pursuant to the authority granted by this Thirty-First 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 Thirty-First 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. 

  
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 In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage
of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. 

In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control,
including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities,
communications or computer (software and hardware) services, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this
Thirty-First Supplemental Indenture; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this
Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using
Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the
identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by
such Authorized Officer, unless the Trustee has knowledge to the contrary or the Trustee is acting in bad faith. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the
Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. Absent gross negligence, willful
misconduct or bad faith by the Trustee, the Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions
conflict or are inconsistent with a subsequent written instruction. The Company agrees, absent gross negligence, willful misconduct or bad faith by the Trustee: (i) to assume all risks arising out of the use of Electronic Means to submit
Instructions to the Trustee, including the risk of the Trustee acting on unauthorized Instructions and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various
methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with
its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee as soon as practicable upon learning of any compromise or
unauthorized use of the security procedures. 
 “Electronic Means” shall mean the following communications methods:
e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by
the Trustee as available for use in connection with its services hereunder. 

  
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 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE, THE SERIES AG MORTGAGE BONDS, THE SERIES AH MORTGAGE BONDS OR THE TRANSACTION CONTEMPLATED HEREBY. 

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 Thirty-First 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 Thirty-First Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 

This Thirty-First 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. 
 The words “execution,” “executed,” “signed,”
signature,” and words of like import in this Thirty-First Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,”
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent
permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based
on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Thirty-First Supplemental Indenture to the contrary notwithstanding, (a) any Officers’ Certificate,
Company Order, Opinion of Counsel, Security, certificate of authentication appearing on or attached to any Security or other certificate, Opinion of Counsel, instrument, agreement or other document delivered pursuant to this Thirty-First
Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in Section 303 or elsewhere in the Indenture to the execution, attestation or authentication of any
Security or any certificate of authentication appearing on or attached to any Security by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or
formats, and (c) any requirement in Section 303 or elsewhere in the Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Securities of such series. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Thirty-First Supplemental Indenture
to be duly executed as of the day and year set forth below and effective as of the day and year first above written. 
  

							
			
		 		 	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
				
	Dated: February 23, 2022	 		 	By:	 	 /s/ Stacey L. Peterson

		 		 	Name:	 	Stacey L. Peterson
		 		 	Title:	 	Senior Vice President and
		 		 		 	Chief Accounting Officer

 ACKNOWLEDGMENT 
  

					
	STATE OF TEXAS	  	)	  	
		  	)	  	ss
	COUNTY OF HARRIS	  	)	  	

 On the 23rd day of February, 2022, before me personally came Stacey L. Peterson, to me known, who, being
by me duly sworn, did depose and say that she resides in The Woodlands, Texas; that she is the Senior Vice President and Chief Accounting Officer 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 she signed her name thereto by authority of the sole manager of said limited liability company. 

 

	
	 /s/ Teresa Garcia

	Notary Public
	
	My commission expires August 9, 2022.



  
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		 		 	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, NATIONAL ASSOCIATION (successor in
 trust to JPMORGAN
CHASE BANK), as Trustee

				
	Dated: February 23, 2022	 		 	By:	 	 /s/ Robert W. Hardy

		 		 	Name:	 	Robert W. Hardy
		 		 	Title:	 	Vice President

 ACKNOWLEDGMENT 
  

			
	STATE OF ILLINOIS	  	)
		  	): ss
	COUNTY OF COOK	  	)

 On the 23rd day of February in the year 2022, before me, the undersigned, personally appeared, Robert W. Hardy, a Vice
President of The Bank of New York Mellon Trust Company, N.A., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 

 

	
	
	 /s/ Lawrence M. Kusch

	Lawrence M. Kusch
	Notary Public – State of Illinois
	My commission expires 10/24/22



  
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