EXHIBIT 4(e)(16)
CenterPoint Energy Houston Electric, LLC
1111 Louisiana
Houston, TX 77002
================================================================================
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
TO
JPMORGAN CHASE BANK
Trustee
----------
THIRTEENTH SUPPLEMENTAL INDENTURE
Dated as of February 6, 2004
----------
Supplementing the General Mortgage Indenture
Dated as of October 10, 2002
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
================================================================================
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of February 6, 2004, 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
JPMORGAN CHASE BANK, a banking corporation duly organized and existing under the
laws of the State of New York, as Trustee (herein called the "Trustee"), the
office of the Trustee at which on the date hereof its corporate trust business
is administered being 600 Travis Street, Suite 1150, 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 (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 Thirteenth 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 fourteenth series of Securities under the Indenture in an aggregate principal
amount of $56,095,000 (such fourteenth series being hereinafter referred to as
the "Fourteenth Series"); and
WHEREAS, all things necessary to make the Securities of the Fourteenth 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 Thirteenth
Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;
NOW, THEREFORE, THIS THIRTEENTH 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
Thirteenth 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 Thirteenth Supplemental Indenture
hereby creates a series of Securities designated as the "General Mortgage Bonds,
Series N, due March 1, 2027" of the Company (collectively referred to herein as
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 $56,095,000.
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 Thirteenth 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 Thirteenth 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 Thirteenth
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 Thirteenth Supplemental Indenture shall be governed by, and construed in
accordance with, the law of the State of New York.
This Thirteenth 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 Thirteenth
Supplemental Indenture to be duly executed as of the day and year first above
written.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
By: /s/ Linda Geiger
------------------------------------
Name: Linda Geiger
Title: Assistant Treasurer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Carol Logan
------------------------------------
Name: Carol Logan
Title: Vice President and Trust Officer
ACKNOWLEDGMENT
STATE OF TEXAS )
) ss
COUNTY OF HARRIS )
On the 4th day of February, 2004, before me personally came Linda
Geiger, to me known, who, being by me duly sworn, did depose and say that he
resides in Houston, Texas; that he is the Assistant 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/ Lena Arleen Williams
----------------------------------------
Notary Public
ACKNOWLEDGMENT
STATE OF TEXAS )
) ss
COUNTY OF HARRIS )
On the 4th day of February, 2004, before me personally came Carol
Logan, to me known, who, being by me duly sworn, did depose and say that she
resides in Houston, Texas; that she is a Vice President of JPMorgan Chase Bank,
a banking corporation organized under the State of New York, the corporation
described in and which executed the foregoing instrument; and that she signed
her name thereto by authority of the board of directors of said corporation.
/s/ Jeanette C. Dunn
----------------------------------------
Notary Public