exhibit4e31.htm


    Exhibit
4(e)(31)

    


    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

    (successor
in trust to JPMORGAN CHASE BANK),

    as
Trustee

    


    


    ----------

    


     

    TWENTY-FIRST
SUPPLEMENTAL INDENTURE

    


    


    Dated as
of January 9, 2009

    


     

    ----------

    


    


    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

    


    =====================================================================

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TWENTY-FIRST
SUPPLEMENTAL INDENTURE, dated as of January 9, 2009, 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 (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 Twenty-First 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 twenty-first series of Securities under the Indenture in an initial aggregate
principal amount of $500,000,000 (such twenty-first series being hereinafter
referred to as the “Twenty-First Series”); and

    


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

    


    NOW,
THEREFORE, THIS TWENTY-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
Twenty-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:

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    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 Twenty-First Supplemental Indenture hereby
creates a series of Securities designated as the “7.00% General Mortgage Bonds,
Series U, due 2014” (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 shall be issued in an aggregate principal amount of
$500,000,000.

     

     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 Twenty-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 Twenty-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.

    


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

    


    This
Twenty-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.

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     IN
WITNESS WHEREOF, the parties hereto have caused this Twenty-First 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: Vice President and
  Treasurer

                          


                  

                

              

            

          

        

      

    

    


    
      	
               
      

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

            


    

    


    


    
      
        
          
            
              	
                      By:

                    	
                      /s/
      Marcella Burgess

                    
	 
      	
                      Name:
      Assistant Vice President

                    
	 
      	
                      Title:

                    


            

          

        

      

    

    


    


    


    ACKNOWLEDGMENT

    


    


    STATE OF
TEXAS        )

                      )    ss

    COUNTY OF
HARRIS          )

     

     

    On the
9th day of January 2009, before me personally came Marc Kilbride, to me known,
who, being by me duly sworn, did depose and say that he or she resides in
Houston, Texas; that he or she 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/
      Amelia Oviedo

                    
	 
      	
                      Notary
      Public

                    


            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

    


    
      


      
        
          STATE OF
TEXAS        )

                            )    ss

          COUNTY OF
HARRIS          )

           

        

         

      

    

    On the
9th day of January 2009, before me personally came Marcella Burgess, to me
known, who, being by me duly sworn, did depose and say that he or she resides in
Houston, Texas; that he or she is Assistant Vice President 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