exv4w2






Exhibit 4.2




CenterPoint Energy Houston Electric, LLC

1111 Louisiana

Houston, TX 77002




 





CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC




TO




THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

(as successor in trust to JPMORGAN CHASE BANK),

as Trustee




 






NINETEENTH SUPPLEMENTAL INDENTURE




Dated as of November 25, 2008




 






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 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




 





 









 




NINETEENTH SUPPLEMENTAL INDENTURE, dated as of November 25, 2008, 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as
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 Nineteenth Supplemental Indenture
to the Indenture as permitted by Sections 201, 301, 401(1) and 1401 of the Indenture in order to
establish the form or terms of, and to provide for the creation and issuance of, a twentieth series
of Securities under the Indenture in an initial aggregate principal amount of $600,000,000 (such
twentieth series being hereinafter referred to as the “Twentieth Series”); and



WHEREAS, all things necessary to make the Securities of the Twentieth 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 Nineteenth
Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;



NOW, THEREFORE, THIS NINETEENTH 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 Nineteenth 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 Nineteenth Supplemental Indenture hereby
creates a series of Securities designated as the “General Mortgage Bonds, Series T, due November
24, 2009” (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 $600,000,000.




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



This Nineteenth 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 Nineteenth Supplemental Indenture to
be duly executed as of the day and year first above written.




	 	 	 	 	 
	 	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

 	 
	 	By:	/s/ Marc Kilbride
 	 
	 	        Marc Kilbride 	 
	 	        Vice President and Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, NATIONAL ASSOCIATION

(as successor to JPMORGAN CHASE BANK),

as Trustee

 
	 	By:  	/s/ Marcella Burgess
 	 
	 	 	Name:  	Marcella Burgess 	 
	 	 	Title:  	Assistant Vice President 	 
	 



ACKNOWLEDGMENT




	 	 	 	 	 	 	 
	STATE OF TEXAS

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF HARRIS

	 	 	)	 	 	 






          On the 24th day of November 2008, 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 Vice
President and 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/ Heidi R. Brown
 	 
	 	Notary Public 	 
	 	 	 
	 




 









 





ACKNOWLEDGMENT




	 	 	 	 	 	 	 
	STATE OF TEXAS

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF HARRIS

	 	 	)	 	 	 






          On the 24th day of November 2008, before me personally came Marcella Burgess, to me known,
who, being by me duly sworn, did depose and say that she resides in Houston, Texas; that she is AVP
of The Bank of New York Mellon Trust Company, National Association, a national banking association
organized under the laws of the United States, the national banking association described in and
which executed the foregoing instrument; and that she signed her name thereto by authority of the
board of directors of said national banking association.




	 	 	 	 	 
	 	 	 
	 	     /s/ Vicki L. Anderson
 	 
	 	Notary Public