exv4w3







	 	 	 	 	 



Exhibit 4.3




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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, NATIONAL ASSOCIATION (successor in

trust to JPMORGAN CHASE BANK), as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGMENT




	 	 	 	 	 
	STATE OF TEXAS

	)	 	 	 
	 

	) 	   ss

	COUNTY OF HARRIS

	)	 	 	 






          On the ___day of January 2009, before me personally came                     , to me known, who,
being by me duly sworn, did depose and say that he or she resides in                     , Texas; that he
or she is the                                          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.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 
	 	 	 



 









 






	 	 	 	 	 



ACKNOWLEDGMENT




	 	 	 	 	 
	STATE OF TEXAS

	)	 	 	 
	 

	) 	   ss

	COUNTY OF HARRIS

	)	 	 	 






          On the ___day of January 2009, before me personally came                     , to me known, who,
being by me duly sworn, did depose and say that he or she resides in                     , Texas; that he
or she is                                          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.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public