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

(successor in trust to JPMORGAN CHASE BANK),

as Trustee




 






TWENTIETH SUPPLEMENTAL INDENTURE




Dated as of December 9, 2008




 






Supplementing the General Mortgage Indenture

Dated as of October 10, 2002, as previously supplemented or amended




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




 

 










 









 












          TWENTIETH SUPPLEMENTAL INDENTURE, dated as of December 9, 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
(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, Section 1401 of the Indenture provides that the Company and the Trustee may, without
the consent of the Holders, enter into an indenture supplemental to the Indenture to, among other
things, make an addition to the provisions of the Indenture that is expressly permitted by the
Trust Indenture Act of 1939, as amended, or cure any ambiguity, correct or supplement any provision
in the Indenture which may be defective or inconsistent with any other provision therein, or make
any other additions to, deletions from or other changes to the provisions of the Indenture if such
additions, deletions or changes do not adversely affect the interests of the Holders of Securities
of any series in any material respect;



          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 Twentieth Supplemental
Indenture as permitted by Section 1401 of the Indenture in order to add certain provisions to the
Indenture; and



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



          NOW, THEREFORE, THIS TWENTIETH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to amend the
Indenture, and for and in consideration of the premises and of the covenants contained in the
Indenture and in this Twentieth 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




AMENDMENTS TO GENERAL MORTGAGE INDENTURE

DATED OCTOBER 10, 2002




          The Indenture is hereby amended, as permitted under Section 1401 of the Indenture as follows:



          Section 201. Amendment to Section 104. The last paragraph of Section 104 is
hereby amended and restated in its entirety as follows:




     “In any case where a Net Earnings Certificate is required as a
condition precedent to the authentication and delivery of Securities, such
certificate shall be accompanied by a certificate signed by an Independent
Accountant if the aggregate principal amount of Securities then applied for
plus the aggregate principal amount of Securities authenticated and delivered
hereunder since the commencement of the then current calendar year (other than
those with respect to which a Net Earnings Certificate is not required, or with
respect to which a Net Earnings Certificate accompanied by a certificate signed
by an Independent Accountant has previously been furnished to the Trustee) is
ten percent (10%) or more of the sum of (a) the principal amount of the
Securities at the time Outstanding, and (b) the principal amount of the First
Mortgage Securities at the time Outstanding other than First Mortgage Collateral Bonds, which certificate
shall provide that such Independent Accountant has reviewed the Net Earnings
Certificate and that such Independent Accountant has no knowledge that any
statements in such Net Earnings Certificate are not true. In connection
with the authentication and delivery of the Securities under the Indenture,
no such certificate need be provided by an Independent Accountant as to
dates or periods not covered by annual reports required to be filed by the
Company with respect to conditions precedent which depend upon a state of
facts as of a date or dates or for a period or periods different from that
required to be covered by such annual reports; provided that an Independent
Accountant shall provide the Company with a letter addressed to the Company
containing the results of procedures on financial information included in
the Net Earnings Certificate that are agreed upon by the Authorized Officer
signing the Net Earnings Certificate; provided, further, that in no event
shall an Independent Accountant practicing public accountancy be required to
perform any procedures not permitted by professional standards of public
accountancy.”



 









 





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



          This Twentieth 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 Twentieth 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 (successor in trust to JPMORGAN CHASE BANK), as Trustee

 	 
	 	By:  	/s/ Mauri J. Cowen
 	 
	 	 	Mauri J. Cowen 	 
	 	 	Vice President 	 
	 



ACKNOWLEDGMENT




	 	 	 	 	 
	STATE OF TEXAS

	)	 	 	 
	 

	) 	   ss

	COUNTY OF HARRIS

	)	 	 	 






          On the 10th day of December 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/ Amelia Oviedo
 	 
	 	Notary Public 	 
	 	 	 



 









 






	 	 	 	 	 



ACKNOWLEDGMENT




	 	 	 	 	 
	STATE OF TEXAS

	)	 	 	 
	 

	) 	   ss

	COUNTY OF HARRIS

	)	 	 	 






          On the 12th day of December 2008, before me personally came Mauri J. Cowen, to me known, who,
being by me duly sworn, did depose and say that she resides in Houston, Texas; that she is 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