exv4w3






Exhibit 4.3




CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC




OFFICER’S CERTIFICATE




November 25, 2008



I, the undersigned officer of CenterPoint Energy Houston Electric, LLC, a Texas limited liability
company (the “Company”), do hereby certify that I am an Authorized Officer of the Company as such
term is defined in the Indenture (as defined herein). I am delivering this certificate pursuant to
the authority granted in the Resolutions adopted by written consent of the sole Manager of the
Company dated November 25, 2008, and Sections 105, 201, 301, 401(1), 401(5), 403(2)(A), 403(2)(B)
and 1403 of the General Mortgage Indenture, dated as of October 10, 2002, as heretofore
supplemented to the date hereof (as heretofore supplemented, the “Indenture”), between the Company
and The Bank of New York Mellon Trust Company, National Association (as successor in trust to
JPMorgan Chase Bank), as Trustee (the “Trustee”). Terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Indenture, unless the context clearly
requires otherwise. Based upon the foregoing, I hereby certify on behalf of the Company as
follows:



1. The terms and conditions of the Securities of the series described in this Officer’s Certificate
are as follows (the numbered subdivisions set forth in this Paragraph 1 corresponding to the
numbered subdivisions of Section 301 of the Indenture):





(1) The Securities of the twentieth series to be issued under the Indenture shall be
designated as the “General Mortgage Bonds, Series T, due November 24, 2009” (the “Series T
Bonds”).




(2) There shall be no limit upon the aggregate principal amount of the Series T Bonds that
may be authenticated and delivered under the Indenture. The Trustee shall authenticate and
deliver the Series T Bonds for original issue on November 25, 2008 (the “Issue Date”) in the
aggregate principal amount of $600,000,000, upon a Company Order for the authentication and
delivery thereof and satisfaction of Section 401 of the Indenture.




(3) Not applicable.




(4) The principal of all Series T Bonds shall be payable by the Company in whole or in
installments on such date or dates as the Company has any obligations under the Credit
Agreement, dated as of November 25, 2008 (the “Credit Agreement”), among Bank of America,
N.A. and Deutsche Bank Securities Inc., as co-syndication agents (the “Syndication Agents”),
HSBC Bank USA, N.A. and The Bank of Nova Scotia, as co-documentation agents (the
“Documentation Agents”), Citicorp North America, Inc., as administrative agent (the
“Administrative Agent”) and the Banks (as defined in the Credit Agreement) from time to time
parties thereto, to repay any Loans (as defined in the Credit Agreement) to the Banks
(whether upon scheduled maturity, required prepayment, acceleration, demand or otherwise),
but not later than November 24, 2009. The amount of principal of the Series T Bonds payable
by the Company on any such date shall equal the aggregate principal amount of the Loans due
and payable on such date pursuant to the



1









 







Credit Agreement (but, in no event, shall exceed the aggregate principal amount of the
Series T Bonds). The obligation of the Company to make any payment of the principal on the
Series T Bonds shall be fully or partially, as the case may be, deemed to have been paid or
otherwise satisfied and discharged to the extent that the Company has paid the principal
then due and payable on the Loans made pursuant to the Credit Agreement.




(5) The Series T Bonds shall bear interest from the time hereinafter provided at such rate
per annum as shall cause the amount of interest payable on each Interest Payment Date (as
hereinafter defined) on the Series T Bonds to equal the amount of interest payable on such
Interest Payment Date under the Credit Agreement. Such interest on the Series T Bonds shall
be payable on the same dates as interest is payable from time to time pursuant to the Credit
Agreement (each such date herein called an “Interest Payment Date”), until the maturity of
the Series T Bonds, or, in the case of any default by the Company in the payment of the
principal due on the Series T Bonds, until the Company’s obligation with respect to the
payment of such principal shall be discharged as provided in the Indenture. The amount of
interest payable from time to time under the Credit Agreement, the basis on which such
interest is computed and the dates on which such interest is payable are set forth in the
Credit Agreement. Each Series T Bond shall bear interest (a) from the date of initial
authentication of this Bond to but excluding the Interest Payment Date next succeeding, and
(b) from each Interest Payment Date to but excluding the Interest Payment Date next
succeeding. The obligation of the Company to make any payment of interest on the Series T
Bonds shall be fully or partially, as the case may be, deemed to have been paid or otherwise
satisfied and discharged to the extent that the Company has paid the interest on the Loans
then due and payable pursuant to the Credit Agreement.




(6) The Corporate Trust Office of The Bank of New York Mellon Trust Company, National
Association in Houston, Texas shall be the place at which (i) the principal of and premium,
if any, and interest on the Series T Bonds shall be payable, (ii) registration of transfer
of the Series T Bonds may be effected, and (iii) exchanges of the Series T Bonds may be
effected; and the Corporate Trust Office of The Bank of New York Mellon Trust Company,
National Association in Houston, Texas shall be the place at which notices and demands to or
upon the Company in respect of the Series T Bonds and the Indenture may be served; and The
Bank of New York Mellon Trust Company, National Association shall be the Security Registrar
for the Series T Bonds; provided, however, that the Company reserves the right to change, by
one or more Officer’s Certificates, any such place or the Security Registrar; and provided,
further, that the Company reserves the right to designate, by one or more Officer’s
Certificates, its principal office in Houston, Texas as any such place or itself as the
Security Registrar; provided, however, that there shall be only a single Security Registrar
for the Series T Bonds. The principal of the Series T Bonds shall be payable without the
presentment or surrender thereof.




(7) Not applicable.




(8) Not applicable.




(9) The Series T Bonds are issuable only in denominations of $600,000,000.



2









 






(10) Not applicable.




(11) Not applicable.




(12) Not applicable.




(13) See subsection (4) above.




(14) Not applicable.




(15) Not applicable.




(16) Not applicable.




(17) The Series T Bonds shall be evidenced by a single registered Series T Bond in the
principal amount and denomination of SIX HUNDRED MILLION ($600,000,000). The Series T Bonds
shall be dated November 25, 2008, shall mature no later than November 24, 2009, unless
sooner paid, and shall bear interest at the rate specified in subsection (5) above. The
Series T Bonds may be executed by the Company and delivered to the Trustee for
authentication and delivery. The principal of and interest on the Series T Bonds shall be
payable at the Corporate Trust Office of the Trustee in Houston, Texas.




The single Series T Bond shall be identified by the number T-1 and shall upon issuance be
delivered by the Company to, and registered in the name of, the Administrative Agent, on
behalf of itself and the Banks, and shall be transferable only as required to effect an
assignment thereof to a successor or an assign of the Administrative Agent under the Credit
Agreement and provided that all obligations of the Administrative Agent under the Pledge
Agreement (as defined below) shall also be transferred to, and assumed by, any such
successor or assign. The Series T Bonds are to be issued to the Administrative Agent as
security for the payment by the Company of its Obligations (as defined in the Pledge
Agreement). The single Series T Bond shall be held by the Administrative Agent subject to
the terms of the Pledge Agreement, dated as of November 25, 2008, between the Company and
the Administrative Agent (the “Pledge Agreement”).




Series T Bonds issued upon transfer shall be numbered consecutively from T-2 upwards and
issued in the same $600,000,000 denomination but, to the extent that the Loans are repaid,
the registered holder thereof shall duly note on the Series T Bonds like reduction in the
amount of principal in the Schedule of Prepayments to such Series T Bond and upon any
transfer of said Series T Bond, such Schedule of Prepayments shall transfer to the
subsequently issued Series T Bond. See also subsection (19) below.




(18) Not applicable.




(19) The holder of the Series T Bond by acceptance of the Series T Bond agrees to
restrictions on transfer and to waivers of certain rights of exchange as set forth herein.
The Series T Bonds have not been registered under the Securities Act of 1933 and may not be
offered, sold or otherwise transferred in the absence of such registration or an applicable
exemption therefrom. No service charge shall be made for the registration of



3









 







transfer or exchange of the series T Bonds, or any Tranche thereof; provided, however, that
the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with the exchange or transfer.




(20) For purposes of the Series T Bonds, “Business Day” shall mean a day other than a
Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to close.




(21) Not applicable.




(22) The Trustee may conclusively presume that the obligation of the Company to pay the
principal of and interest on the Series T Bond shall have been fully satisfied and
discharged unless and until it shall have received a written notice from the Administrative
Agent, signed by an authorized officer of the Administrative Agent and attested by the
Secretary or an Assistant Secretary of the Administrative Agent within 90 days after the
applicable Interest Payment Date, stating that the payment of principal of or interest on
the Series T Bond has not been fully paid when due and specifying the amount of funds
required to make such payment.




The Series T Bonds shall have such other terms and provisions as are provided in the form
thereof attached hereto as Exhibit A, and shall be issued in substantially such form.


2. The covenants and conditions provided for in the Indenture with respect to the authentication
and delivery of the Series T Bonds and the execution of the Nineteenth Supplemental Indenture have
been complied with.



3. The undersigned has read all of the covenants and conditions contained in the Indenture, and the
definitions in the Indenture relating thereto, relating to the issuance of the Series T Bonds and
in respect of compliance with which this certificate is made.



4. The statements contained in this certificate are based upon the familiarity of the undersigned
with the Indenture, the documents accompanying this certificate, and upon discussions by the
undersigned with officers and employees of the Company familiar with the matters set forth herein.



5. In the opinion of the undersigned, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenants and conditions
have been complied with.



    In the opinion of the undersigned, such conditions and covenants have been complied with.



6. To my knowledge, no Event of Default has occurred and is continuing.



7. The execution of the Nineteenth Supplemental Indenture, dated as of the date hereof, between the
Company and the Trustee is authorized or permitted by the Indenture.




4









 







8. With respect to Section 403(2)(B) of the Indenture, Series N, General Mortgage Bonds due
November 14, 2007 having an aggregate principal amount of $470,865,000 out of $1,310,000,000;
Pollution Control 6.375% Series A, First Mortgage Bond, due April 1, 2012 having an aggregate
principle amount of $33,470,000; Pollution Control 6.375% Series B, First Mortgage Bond, due April
1, 2012 having an aggregate principle amount of $12,100,000; and Pollution Control 5.60% Series,
First Mortgage Bond, due December 1, 2017 having an aggregate principle amount of $83,565,000 have
heretofore been authenticated and delivered, and constitute Retired Securities and are the basis
for the authentication and delivery of the Series T Bonds.




5









 




IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on this 25th day of
November, 2008.




	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Marc Kilbride
 	 
	 	 	Marc Kilbride 	 
	 	 	Vice President and Treasurer 	 
	 




 









 





EXHIBIT A




FORM OF BONDS





A-1











 




NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER AND TO
INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE
TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.



THIS BOND IS NOT TRANSFERABLE EXCEPT AS COLLATERAL TO A SUCCESSOR OR ASSIGN OF THE ADMINISTRATIVE
AGENT UNDER THE COLLATERAL AGREEMENT REFERRED TO HEREIN AMONG THE COMPANY AND THE SEVERAL PARTIES
THERETO.




CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

General Mortgage Bonds, Series T, due November 24, 2009




	 	 	 	 	 	 	 
	Original Interest Accrual Date:

	 	November 25, 2008
	 	Redeemable by Company:
	 	Yes o   No þ
	Stated Maturity:

	 	November 24, 2009
	 	Redemption Date:
	 	N/A
	Interest Rate:

	 	See below
	 	Redemption Price:
	 	N/A
	Interest Payment Dates:

	 	See below	 	 	 	 
	Regular Record Dates:

	 	N/A	 	 	 	 






This Security is not an Original Discount Security

within the meaning of the within-mentioned Indenture.




 






			
	 	 	 
	Principal Amount	 	 
	$600,000,000
	 	No. T-1





CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a limited liability company duly organized and existing
under the laws of the State of Texas (herein called the “Company,” which term includes any
successor under the Indenture referred to below), for value received, hereby promises to pay to
Citicorp North America, Inc., as Administrative Agent (the “Administrative Agent”), or its
registered assigns, on behalf of itself and the Banks (as defined below), the principal sum of SIX
HUNDRDED MILLION, or such lesser principal amount as shall be equal to the aggregate principal
amount of Loans (as defined in the Credit Agreement defined below) outstanding from time to time
under the Credit Agreement (as defined below), in whole or in installments on such date or dates as
the Company has any obligations under the Credit Agreement to repay any Loans to the Banks (whether
upon scheduled maturity, required prepayment, acceleration, demand or otherwise), but not later
than the Stated Maturity specified above. The amount of principal of this Bond payable by the
Company on any such date shall equal the aggregate principal amount of the Loans due and payable on
such date pursuant to the Credit Agreement (but, in no event, shall exceed the principal amount of
this Bond). The obligation of the Company to make any payment of the principal on this Bond shall
be fully or partially, as the case may be, deemed to have been paid or otherwise satisfied and
discharged to the extent that the Company has paid the principal then due and payable on the Loans
made pursuant to the Credit Agreement.



Interest shall be payable on this Bond on each Interest Payment Date (as hereinafter defined) at
such rate per annum as shall cause the amount of interest payable on such Interest Payment Date on
this Bond to equal the amount of interest payable on such Interest Payment Date under the Credit
Agreement. Such interest shall be payable on the same dates as interest is payable from time to
time in respect of the Loans pursuant to the Credit Agreement (each such date herein called an
“Interest Payment Date”), until the maturity of this Bond, or, if the Company shall default in the
payment of the principal due on this Bond, until the Company’s obligation with respect to the
payment of such principal shall be discharged as provided in the Indenture. The amount of interest
payable from time to time under the Credit Agreement, the basis on which such interest is computed
and the dates on which such interest is payable


 









 






are set forth in the Credit Agreement. This Bond shall bear interest (a) from the date of initial
authentication of this Bond to but excluding the Interest Payment Date next succeeding, and (b)
from each Interest Payment Date to but excluding the Interest Payment Date next succeeding. The
obligation of the Company to make any payment of interest on this Bond shall be fully or partially,
as the case may be, deemed to have been paid or otherwise satisfied and discharged to the extent
that the Company has paid the interest on the Loans then due and payable pursuant to the Credit
Agreement.



This Bond is issued to the Administrative Agent by the Company pursuant to the Company’s
obligations under the Credit Agreement, dated as of November 25, 2008 (as amended, supplemented,
restated or otherwise modified from time to time, the “Credit Agreement”), among the Company, Bank
of America, N.A. and Deutsche Bank Securities Inc., as Co-Syndication Agents, HSBC Bank USA, N.A.
and The Bank of Nova Scotia, as Co-Documentation Agents, Citicorp North America, Inc., as
Administrative Agent, and the banks and other financial institutions from time to time parties
thereto (the “Banks”). This Bond shall be held by the Administrative Agent subject to the terms of
the Pledge Agreement, dated as of November 25, 2008, between the Company, the Administrative Agent
and the Administrative Agent in such capacity under the Credit Agreement. Any capitalized terms
used herein and not defined herein shall have the meanings specified in the Indenture (as defined
below), unless otherwise noted.



The Administrative Agent shall surrender this Bond to the Trustee when all of the principal of and
interest on the Loans made pursuant to the Credit Agreement shall have been duly paid and the
Credit Agreement shall have been terminated.



Payments of the principal of and interest on this Bond shall be made at the Corporate Trust Office
of The Bank of New York Mellon Trust Company, National Association, as Trustee, located at 601
Travis Street, 16th Floor, Houston, Texas 77002, or at such other office or agency as may be
designated for such purpose by the Company from time to time. Payment of the principal of and
interest on this Bond, as aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private
debts.



This Bond is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and issuable in one or more series under and equally secured by a General
Mortgage Indenture, dated as of October 10, 2002 (such Indenture as originally executed and
delivered and as supplemented or amended from time to time thereafter, together with any
constituent instruments establishing the terms of particular Securities, being herein called the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, National
Association (as successor in trust to 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 description of the property
mortgaged, pledged and held in trust, the nature and extent of the security and the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of
the Securities thereunder and of the terms and conditions upon which the Securities are, and are to
be, authenticated and delivered and secured. The acceptance of this Bond shall be deemed to
constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the
Indenture. This Bond is one of the series designated above.



The Bonds of this series will not be entitled to the benefit of any sinking fund or voluntary
redemption provisions.



If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal
of this Bond 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 Trustee to enter into one
or more supplemental indentures for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; PROVIDED, HOWEVER, that if there shall be
Securities of more than one series Outstanding under the Indenture and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series so directly affected, considered as one class,
shall be required; and PROVIDED, FURTHER, that if the Securities of any series shall have been
issued in more than one Tranche and if the proposed


 









 






supplemental indenture shall directly affect the rights of the Holders of Securities of one or
more, but less than all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and PROVIDED, FURTHER, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes without the consent
of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all
Securities, 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 Bond shall be conclusive and binding upon such Holder and upon all future Holders of this
Bond and of any Security issued upon the registration of transfer hereof or in exchange therefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond.



As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Bond is registrable in the Security Register, upon surrender of this Bond for registration of
transfer at the Corporate Trust Office of The Bank of New York Mellon Trust Company, National
Association in Houston, Texas or such other office or agency as may be designated by the Company
from time to time, 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 Bonds of this series of
authorized denominations and of like tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.



This Bond has been issued by the Company to the Administrative Agent for the benefit of the holders
of the Loans to (i) provide security for the payment of the Company’s obligations on the Loans
under the Credit Agreement and (ii) provide to the holders of such Loans the benefits of the
security provided for this Bond pursuant to the Indenture.



The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person
in whose name this Bond shall be registered upon the Security Register for the Bonds of this series
as the absolute owner of such Bond for the purpose of receiving payment of or on account of the
principal of and interest on this Bond and for all other purposes, whether or not this Bond be
overdue, and neither the Company nor the Trustee shall be affected by any notice to the contrary;
and all such payments so made to such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums
paid.



The Trustee may conclusively presume that the obligation of the Company to pay the principal of and
interest on this Bond shall have been fully satisfied and discharged unless and until it shall have
received a written notice from the Administrative Agent, signed by an authorized officer of the
Administrative Agent and attested by the Secretary or an Assistant Secretary of the Administrative
Agent within 90 days after the applicable Interest Payment Date, stating that the payment of
principal of or interest on this Bond has not been fully paid when due and specifying the amount of
funds required to make such payment.



Before any transfer of this Bond by the registered holder or his or its legal representative will
be recognized or given effect by the Company or the Trustee, the registered holder shall note the
amounts of all reductions in the principal of the Loans under the Credit Agreement, and shall
notify the Company and the Trustee of the name and address of the transferee and shall afford the
Company and the Trustee the opportunity of verifying the notation as to such reductions. By
acceptance hereof the holder of this Bond and each transferee shall be deemed to have agreed to
indemnify and hold harmless the Company and the Trustee against all losses, claims, damages or
liability arising out of any failure on part of the holder or of any such transferee to comply with
the requirements of the preceding sentence.



No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
any indenture supplemental thereto, or in any Bond or coupon thereby secured, or because of any
indebtedness thereby secured, shall be had against any incorporator, member, manager, stockholder,
officer, director or employee, as such, past, present or future, of the Company or any predecessor
or successor corporation or company, either directly or through the Company or any predecessor or
successor corporation or company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture, any indenture supplemental thereto and the obligations thereby


 









 






secured, are solely corporate obligations of the Company, and that no personal liability whatsoever
shall attach to, or be incurred by, such incorporators, members, managers, stockholders, officers,
directors or employees, as such, of the Company or of any predecessor or successor corporation or
company, or any of them, because of the creation of the indebtedness thereby authorized, or under
or by reason of any of the obligations, covenants or agreements contained in the Indenture or in
any indenture supplemental thereto or in any of the Bonds or coupons thereby secured, or implied
therefrom.



This Bond shall be governed by and construed in accordance with the law of the State of New York
except as provided in the Indenture.



Unless the certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual signature, this Bond shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.




[The remainder of this page is intentionally left blank.]




 









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC


	 	 	 	 	 	 	 
	Attest:                                         

	 	By:	 	 	 	 
	 

	 	 	 	 

Marc Kilbride
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Date of Authentication: November __, 2008




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 
COMPANY, NATIONAL
ASSOCIATION, 
as Trustee

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: