EXHIBIT 4(e)(23)
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
OFFICER'S CERTIFICATE
March 31, 2004
I, the undersigned officer of CenterPoint Energy Houston Electric, LLC, a Texas
limited liability company (the "Company"), do hereby certify that I am an
Authorized Officer of the Company as such term is defined in the Indenture (as
defined herein). I am delivering this certificate pursuant to the authority
granted in the Resolutions adopted by written consent of the Manager of the
Company dated March 29, 2004, and Sections 105, 201, 301, 401(1), 401(5),
403(2)(A), 403(2)(B) and 1403 of the General Mortgage Indenture dated as of
October 10, 2002, as heretofore supplemented to the date hereof (as heretofore
supplemented, the "Indenture"), between the Company and JPMorgan Chase Bank, as
Trustee (the "Trustee"). Terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Indenture unless the context
clearly requires otherwise. Based upon the foregoing, I hereby certify on behalf
of the Company as follows:
1. The terms and conditions of the Securities of the series described in this
Officer's Certificate are as follows (the numbered subdivisions set forth in
this Paragraph 1 corresponding to the numbered subdivisions of Section 301 of
the Indenture):
(1) The Securities of the seventeenth series to be issued under the
Indenture shall be designated "General Mortgage Bonds, Series Q, due
December 1, 2017" (the "Series Q Bonds").
(2) The Series Q Bonds shall be authenticated and delivered in the
aggregate principal amount of $83,565,000.
(3) Not applicable.
(4) The Series Q Bonds shall mature and the principal thereof shall be due
and payable together with all accrued and unpaid interest thereon on
December 1, 2017. Principal and premium, if any, are payable on the Series
Q Bonds on such date or dates (subject to the terms of subsection 8(b)
hereof), and in such amounts, as principal and premium, if any, are payable
(whether at maturity, redemption or otherwise) on the Series 2004B Brazos
River Bonds (as defined below). The obligation of the Company to make any
payment of principal on the Series Q Bonds shall be fully or partially, as
the case may be, deemed to have been paid or otherwise satisfied and
discharged to the extent that the Company has paid or caused to be paid to
the Brazos River Trustee (as defined below) the Installment Payment (as
defined below) in respect of the principal then due and payable on the
Collateralized Revenue Refunding Bonds (CenterPoint Energy Houston
Electric, LLC Project) Series 2004B (the "Series 2004B Brazos River Bonds")
issued under that certain Trust Indenture dated as of March 1, 2004 (as
amended and supplemented, the "Brazos River Indenture") between the Brazos
River Authority (the "Issuer") and JPMorgan Chase Bank, a New York banking
organization, as trustee (the "Brazos River Trustee").
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(5) The Series Q Bonds shall bear interest from the date on which the
Series 2004B Brazos River Bonds commence to bear interest at such rate or
rates per annum as shall cause the amount of interest payable on each
Interest Payment Date (as defined below) on the Series Q Bonds to equal the
amount of interest payable on such Interest Payment Date in respect of the
Series 2004B Brazos River Bonds under the Brazos River Indenture. Such
interest on the Series Q Bonds shall be payable on the same dates as
interest is payable from time to time in respect of the Series 2004B Brazos
River Bonds pursuant to the Brazos River Indenture (each such date herein
called an "Interest Payment Date"), until the maturity of the Series Q
Bonds, or, in the case of any default by the Company in the payment of the
principal due on the Series Q Bonds, until the Company's obligation with
respect to the payment of such principal shall be discharged as provided in
the Indenture. The amount of interest payable from time to time in respect
of the Series 2004B Brazos River Bonds under the Brazos River Indenture,
the basis on which such interest is computed and the dates on which such
interest is payable are set forth in the Brazos River Indenture. The
obligation of the Company to make any payment of interest on the Series Q
Bonds shall be fully or partially, as the case may be, deemed to have been
paid or otherwise satisfied and discharged to the extent that the Company
has paid or caused to be paid to the Brazos River Trustee the Installment
Payment (as defined below) in respect of the interest then due and payable
on the Series 2004B Brazos River Bonds. The Regular Record Date and Special
Record Date provisions of the Indenture shall not apply to the Series Q
Bonds.
(6) The Corporate Trust Office of the Trustee in Dallas, Texas shall be the
place at which (i) the principal of, premium, if any, and interest on, the
Series Q Bonds shall be payable, and (ii) registration of transfer of the
Series Q Bonds may be effected; and the Corporate Trust Office of the
Trustee in Houston, Texas shall be the place at which notices and demands
to or upon the Company in respect of the Series Q Bonds and the Indenture
may be served; and the Trustee shall be the Security Registrar for the
Series Q Bonds; provided, however, that the Company reserves the right to
change, by one or more Officer's Certificates, any such place or the
Security Registrar; and provided, further, that the Company reserves the
right to designate, by one or more Officer's Certificates, its principal
office in Houston, Texas as any such place or itself as the Security
Registrar; provided, however, that there shall be only a single Security
Registrar for the Series Q Bonds.
(7) Not applicable.
(8) The Series Q bonds will not be redeemable at the option of the Company
or otherwise pursuant to the requirements of the Indenture, provided
however that (a) in the event that the redemption of Series 2004B Brazos
River Bonds is required under the Brazos River Indenture due to the
occurrence of a Determination of Taxability, as such term is defined in
subsection (e) of Section 8 of the Form of Series 2004B Brazos River Bonds
set forth in Exhibit A to the Brazos River Indenture, the Company will
redeem Series Q Bonds equal in principal amount to the Series 2004B Brazos
River Bonds to be redeemed at a redemption price equal to 100% of the
principal amount thereof, plus accrued interest to such date fixed for
redemption, and (b) upon receipt by the Trustee of a written demand from
the Brazos River Trustee stating that the principal amount of all
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Series 2004B Brazos River Bonds then outstanding under the Brazos River
Indenture has been declared immediately due and payable, the Company,
subject to the terms and provisions of the Series Q Bonds, will redeem the
Series Q Bonds not more than 180 days after receipt by the Trustee of such
written demand, the notice provisions of Article Five of the Indenture not
being applicable under the foregoing circumstances.
(9) The Series Q Bonds are issuable only in denominations of $83,565,000.
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Not applicable.
(16) Not applicable.
(17) The Series Q Bonds shall be evidenced by a single registered Series Q
Bond in the principal amount and denomination of $83,565,000. The Series Q
Bonds shall be executed by the Company and delivered to the Trustee for
authentication and delivery.
The single Series Q Bond shall be identified by the number Q-1 and shall
upon issuance be delivered by the Company to, and registered in the name
of, the Trustee, and shall be transferable only as required to effect an
assignment thereof to a successor or an assign of the Trustee under the
Indenture. The Series Q Bonds are to be issued by the Company to the Brazos
River Trustee in order that the Brazos River Trustee shall have the benefit
as a holder of the Series Q Bonds of the lien of the Indenture in the event
of the non-payment by the Company of the Installment Payments (the
"Installment Payments"), as defined in, and pursuant to the Installment
Payment and Bond Amortization Agreement (the "Installment Payment
Agreement"), dated as of March 1, 2004, by and between the Issuer and the
Company entered into with respect to the Series 2004B Brazos River Bonds.
Series Q Bonds issued upon transfer shall be numbered consecutively from
Q-2 upwards and issued in the authorized denominations set forth in
subsection (9) above. See also subsection (19) below.
(18) Not applicable.
(19) The holder of the Series Q Bonds by acceptance of the Series Q Bonds
agrees to restrictions on transfer and to waivers of certain rights of
exchange as set forth herein. The Series Q Bonds have not been registered
under the Securities Act of 1933 and may not be offered, sold or otherwise
transferred in the absence of such registration or an
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applicable exemption therefrom. No service charge shall be made for the
registration of transfer or exchange of the Series Q Bonds.
(20) For purposes of the Series Q Bonds, "Business Day" means any day other
than (i) a Saturday or Sunday, (ii) a day on which commercial banks in New
York, New York, Houston, Texas, or the city in which the principal
corporate trust office of the Indenture Trustee is located, are authorized
by law to close or (iii) a day on which the New York Stock Exchange is
closed.
(21) Not applicable.
(22) The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, premium, if any, and interest on the
Series Q Bonds shall have been fully satisfied and discharged unless and
until it shall have received a written notice from the Brazos River
Trustee, signed by an authorized officer of the Brazos River Trustee and
attested by the Secretary or an Assistant Secretary of the Brazos River
Trustee, stating that the payment of principal of, premium, if any, or
interest on the Series Q Bonds has not been fully paid when due and
specifying the amount of funds required to make such payment.
The obligation of the Company to make any payment of the principal of,
premium, if any, or interest on the Series Q Bonds, whether at maturity,
upon redemption (including any redemption due to the occurrence of a
Determination of Taxability, as such term is defined in subsection (e) of
Section 8 of the Form of the Series 2004B Brazos River Bonds set forth in
Exhibit A of the Brazos River Indenture) or otherwise, shall be fully or
partially, as the case may be, deemed to have been paid or otherwise
satisfied and discharged to the extent that at the time any such payment
shall be due, the then due principal of, premium, if any, or interest on
the Series 2004B Brazos River Bonds which corresponds to such amounts under
the Series Q Bonds shall have been fully or partially paid, deemed to have
been paid or otherwise satisfied and discharged. In addition, such
obligation to make any payment of the principal of, premium, if any, or
interest on the Series Q Bonds at any time shall be deemed to have been
satisfied and discharged to the extent that the amount of the Company's
obligation to make any payment of the principal of, premium, if any, or
interest on the Series Q Bonds exceeds the obligation of the Company at
that time to make any Installment Payment.
In the event the Company is required under Section 6.05 of the Installment
Payment Agreement to, and does, issue First Mortgage Securities to secure
its obligations under the Installment Payment Agreement, as provided in
Section 6.05 of the Installment Payment Agreement, the Company shall no
longer be required to maintain outstanding, and the Brazos River Trustee
shall surrender to the Trustee, the Series Q Bonds in accordance with
Section 5.03 of the Brazos River Indenture.
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The Series Q Bonds shall have such other terms and provisions as are
provided in the form thereof attached hereto as Exhibit A, and shall be
issued in substantially such form.
2. The undersigned has read all of the covenants and conditions contained in the
Indenture, and the definitions in the Indenture relating thereto, relating to
the issuance of the Series Q Bonds and the execution of the Sixteenth
Supplemental Indenture to the Indenture in respect of compliance with which this
certificate is made.
3. The statements contained in this certificate are based upon the familiarity
of the undersigned with the Indenture, the documents accompanying this
certificate, and upon discussions by the undersigned with officers and employees
of the Company familiar with the matters set forth herein.
4. In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenants and conditions have been complied with.
In the opinion of the undersigned, such conditions and covenants have been
complied with.
5. To the knowledge of the undersigned, no Event of Default has occurred and is
continuing.
6. The execution of the Sixteenth Supplemental Indenture, dated as of the date
hereof, between the Company and the Trustee is authorized or permitted by the
Indenture.
7. First Mortgage Bonds, Pollution Control 6.70% Series due March 1, 2017 having
an aggregate principal amount of $10,350,000, First Mortgage Bonds, Pollution
Control 6.70% Series due March 1, 2027 having an aggregate principal amount of
$56,095,000, and First Mortgage Bonds, 7.75% Series due March 15, 2023 having an
aggregate principal amount of $17,120,000, and collectively having an aggregate
principal amount of $83,565,000 (collectively, the "First Mortgage Bonds"), have
heretofore been authenticated and delivered. The First Mortgage Bonds have been
returned to and cancelled by the trustee under the First Mortgage prior to the
date hereof, constitute Retired Securities and are the basis for the
authentication and delivery of the Series Q Bonds. The maximum Stated Interest
Rate on the First Mortgage Bonds of each series included in the First Mortgage
Bonds (as herein defined) at the time of their authentication and delivery was
not less than the maximum Stated Interest Rate on the Series Q Bonds to be in
effect upon the initial authentication and delivery thereof.
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IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of the date first above written.
By: /s/ Marc Kilbride
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Name: Marc Kilbride
Title: Vice President and Treasurer
Acknowledged and Received on
March 31, 2004
JPMORGAN CHASE BANK,
as Trustee
By: /s/ Carol Logan
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Name: Carol Logan
Title: Vice President
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EXHIBIT A
FORM OF SERIES Q BOND
NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON
TRANSFER AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE
BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE
WITH APPLICABLE SECURITIES LAWS.
THIS BOND IS NOT TRANSFERABLE EXCEPT, AS FURTHER PROVIDED HEREIN, TO A SUCCESSOR
OR ASSIGN OF THE TRUSTEE UNDER THE TRUST INDENTURE REFERRED TO HEREIN BETWEEN
THE ISSUER AND SUCH TRUSTEE.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
General Mortgage Bonds, Series Q, due December 1, 2017
Original Interest Accrual Date: March 31, 2004
Stated Maturity: December 1, 2017
Interest Rate: See below
Interest Payment Dates: See below
Regular Record Dates: N/A
Redeemable by Company: Yes X No
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Redemption Date: See below
Redemption Price: See below
This Security is not an Original Discount
Security within the meaning of the within-mentioned Indenture.
Principal Amount
$83,565,000 No. Q-1
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a corporation duly organized and
existing under the laws of the State of Texas (herein called the "Company,"
which term includes any successor under the Indenture referred to below), for
value received, hereby promises to pay to JPMORGAN CHASE BANK, a New York
banking organization, as Trustee under the Brazos River Indenture (as herein
defined) or its registered assigns (the "Brazos River Trustee"), the principal
sum of EIGHTY-THREE MILLION FIVE HUNDRED SIXTY-FIVE THOUSAND DOLLARS, in whole
or in installments on such date or dates (subject to the tenth paragraph hereof)
and in such amounts, and to pay to the Brazos River Trustee premium, if any, in
whole or in installments on such date or dates and in such amounts, as the
Issuer (as defined herein) has any obligations under the Trust Indenture (as
amended and supplemented, the "Brazos River Indenture"), dated as of March 1,
2004, between the Brazos River Authority (the "Issuer") and the Brazos River
Trustee to repay any principal or to pay premium, if any, in respect of the
Collateralized Revenue Refunding Bonds (CenterPoint Energy Houston Electric, LLC
Project) Series 2004B issued under the Brazos River Indenture (hereinafter
referred to as the "Series 2004B Brazos River Bonds"), but not later than the
Stated Maturity specified above. The obligation of the Company to make any
payment of principal or premium, if any, on this Bond, whether at maturity or
otherwise, shall be fully or partially, as the case may be, deemed to have been
paid or otherwise satisfied and discharged to the extent that the
Company has paid or caused to be paid to the Brazos River Trustee the
Installment Payment (as defined below) in respect of the principal or premium,
if any, then due and payable on the Series 2004B Brazos River Bonds.
Interest shall be payable on this Bond on the same dates as interest is payable
from time to time in respect of the Series 2004B Brazos River Bonds pursuant to
the Brazos River Indenture (each such date herein called an "Interest Payment
Date"), at such rate or rates per annum as shall cause the amount of interest
payable on such Interest Payment Date on this Bond to equal the amount of
interest payable on such Interest Payment Date in respect of the Series 2004B
Brazos River Bonds under the Brazos River Indenture. Such interest shall be
payable until the maturity of this Bond, or, if the Company shall default in the
payment of the principal due on this Bond, until the Company's obligation with
respect to the payment of such principal shall be discharged as provided in the
Indenture. The amount of interest payable from time to time in respect of the
Series 2004B Brazos River Bonds under the Brazos River Indenture, the basis on
which such interest is computed and the dates on which such interest is payable
are set forth in the Brazos River Indenture. This Bond shall bear interest from
the Original Interest Accrual Date listed on the first page of this Bond. The
obligation of the Company to make any payment of interest on this Bond shall be
fully or partially, as the case may be, deemed to have been paid or otherwise
satisfied and discharged to the extent that the Company has paid or caused to be
paid to the Brazos River Trustee the Installment Payment (as defined below) in
respect of the interest then due and payable on the Series 2004B Brazos River
Bonds.
This Bond is issued to the Brazos River Trustee in order that the Brazos River
Trustee shall have the benefit as a holder of this Bond of the lien of the
Indenture (as defined below) in the event of the non-payment by the Company of
the Installment Payments (the "Installment Payments"), as defined in and
pursuant to the Installment Payment and Bond Amortization Agreement (as amended
and supplemented, the "Installment Payment Agreement"), dated as of March 1,
2004, between the Issuer and the Company entered into with respect to the Series
2004B Brazos River Bonds. Any capitalized terms used herein and not defined
herein shall have the meanings specified in the Indenture (as defined below),
unless otherwise noted.
THIS BOND SHALL NOT BE TRANSFERABLE EXCEPT AS REQUIRED TO EFFECT AN ASSIGNMENT
HEREOF TO A SUCCESSOR OR AN ASSIGN OF THE BRAZOS RIVER TRUSTEE UNDER THE BRAZOS
RIVER INDENTURE.
The Brazos River Trustee shall surrender this Bond to the Trustee (as defined
below) in accordance with Section 5.07(d) of the Installment Payment Agreement.
Payments of the principal of, premium, if any, and interest on this Bond shall
be made at the Corporate Trust Administration of JPMorgan Chase Bank, as
Trustee, located at 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, or at
such other office or agency as may be designated for such purpose by the Company
from time to time. Payment of the principal of, premium, if any, and interest on
this Bond, as aforesaid, shall be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.
This Bond is one of a duly authorized issue of securities of the Company (herein
called the "Securities"), issued and issuable in one or more series under and
equally secured by a General Mortgage Indenture, dated as of October 10, 2002
(such Indenture as originally executed and delivered and as supplemented or
amended from time to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein called the
"Indenture"), between the Company and JPMorgan Chase Bank, as trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a description of the
property mortgaged, pledged and held in trust, the nature and extent of the
security and the respective rights, limitations of rights, duties and immunities
of the Company, the Trustee and the Holders of the Securities thereunder and of
the terms and conditions upon which the Securities are, and are to be,
authenticated and delivered and secured. The acceptance of this Bond shall be
deemed to constitute the consent and agreement by the Holder hereof to all of
the terms and provisions of the Indenture. This Bond is one of the series
designated above.
The Bonds of this series will not be entitled to the benefit of any sinking fund
or voluntary redemption provisions.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of this Bond may be declared due and payable in the
manner and with the effect provided in the Indenture.
This Bond will not be redeemable at the option of the Company or otherwise
pursuant to the requirements of the Indenture, provided however that (a) in the
event of the required redemption of Series 2004B Brazos River Bonds due to the
occurrence of a Determination of Taxability, as such term is defined in
subsection (e) of Section 8 of the Form of Series 2004B Brazos River Bonds set
forth in Exhibit A to the Brazos River Indenture, the Company will redeem Bonds
equal in principal amount to the Series 2004B Brazos River Bonds to be redeemed
at a redemption price equal to 100% of the principal amount thereof, plus
accrued interest to the date fixed for redemption, and (b) upon receipt by the
Trustee of a written demand from the Brazos River Trustee stating that the
principal amount of
all Series 2004B Brazos River Bonds then outstanding under the Brazos River
Indenture has been declared immediately due and payable, the Company, subject to
the terms and provisions of the Bonds, will redeem the Bonds not more than 180
days after receipt by the Trustee of such written demand.
The Indenture permits, with certain exceptions as therein provided, the Trustee
to enter into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; PROVIDED, HOWEVER, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that if the Securities of any
series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities then Outstanding, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Bond shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond and of any Security
issued upon the registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Bond.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Bond is registrable in the Security
Register, upon surrender of this Bond for registration of transfer at the
Corporate Trust Office of JPMorgan Chase Bank in Houston, Texas or such other
office or agency as may be designated by the Company from time to time, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Bonds of this series of authorized denominations and of like tenor and
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Company, the Trustee and any agent of the Company or the Trustee may deem
and treat the person in whose name this Bond shall be registered upon the
Security Register for the Bonds of this series as the absolute owner of such
Bond for the purpose of receiving payment of or on account of the principal of
and interest on this Bond and for all other purposes, whether or not this Bond
be overdue, and neither the Company nor the Trustee shall be affected by any
notice to the contrary; and all such payments so made to such registered owner
or upon his order shall be valid and effectual to satisfy and discharge the
liability upon this Bond to the extent of the sum or sums paid.
The Trustee may conclusively presume that the obligation of the Company to pay
the principal of, premium, if any, and interest on this Bond shall have been
fully satisfied and discharged unless and until it shall have received a written
notice from the Brazos River Trustee, signed by an authorized officer of the
Brazos River Trustee and attested by the Secretary or an Assistant Secretary of
the Brazos River Trustee, stating that the payment of principal of, premium, if
any, or interest on this Bond has not been fully paid when due and specifying
the amount of funds required to make such payment.
The obligation of the Company to make any payment of the principal of, premium,
if any, or interest on this Bond, whether at maturity, upon redemption
(including any redemption due to the occurrence of a Determination of
Taxability, as such term is defined in subsection (e) of Section 8 of the Form
of the Series 2004B Brazos River Bonds set forth in Exhibit A of the Brazos
River Indenture) or otherwise, shall be fully or partially, as the case may be,
deemed to have been paid or otherwise satisfied and discharged to the extent
that at the time any such payment shall be due, the then due principal, premium,
if any, or interest on the Series 2004B Brazos River Bonds which corresponds to
such amounts under this Bond shall have been fully or partially paid, deemed to
have been paid or otherwise satisfied and discharged. In addition, such
obligation to make any payment of the principal of, premium,
if any, or interest on this Bond at any time shall be deemed to have been
satisfied and discharged to the extent that the amount of the Company's
obligation to make any payment of the principal of, premium, if any, or interest
on this Bond exceeds the obligation of the Company at that time to make any
Installment Payment.
No recourse under or upon any obligation, covenant or agreement contained in the
Indenture or in any indenture supplemental thereto, or in any Bond or coupon
thereby secured, or because of any indebtedness thereby secured, shall be had
against any incorporator, member, manager, stockholder, officer, director or
employee, as such, past, present or future, of the Company or any predecessor or
successor corporation or company, either directly or through the Company or any
predecessor or successor corporation or company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture, any indenture supplemental thereto and the obligations thereby
secured, are solely corporate obligations of the Company, and that no personal
liability whatsoever shall attach to, or be incurred by, such incorporators,
members, managers, stockholders, officers, directors or employees, as such, of
the Company or of any predecessor or successor corporation or company, or any of
them, because of the creation of the indebtedness thereby authorized, or under
or by reason of any of the obligations, covenants or agreements contained in the
Indenture or in any indenture supplemental thereto or in any of the Bonds or
coupons thereby secured, or implied therefrom.
The holder of this Bond by acceptance of this Bond agrees to restrictions on
transfer and to waivers of certain rights of exchange as set forth herein. THIS
BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. No service charge shall be made for the
registration of transfer or exchange of this Bond.
This Bond shall be governed by and construed in accordance with the law of the
State of New York except as provided in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
or an Authenticating Agent by manual signature, this Bond shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
By:
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Name:
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Title:
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Attest:
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Name:
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Title:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Date of Authentication: March 31, 2004
JPMORGAN CHASE BANK,
Trustee
By:
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Authorized Signatory