EXHIBIT 4(k)(10)
CenterPoint Energy Houston Electric, LLC
0000 Xxxxxxxxx
Xxxxxxx, XX 00000
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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
TO
JPMORGAN CHASE BANK
Trustee
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NINTH SUPPLEMENTAL INDENTURE
Dated as of November 12, 2002
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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
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NINTH SUPPLEMENTAL INDENTURE, dated as of November 12, 2002, 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 0000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000, 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 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000.
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 Ninth Supplemental Indenture to the Indenture as
permitted by Sections 201, 301 and 1401 of the Indenture in order to establish
the form or terms of, and to provide for the creation and issuance of, the
Securities specified in clause (9) of the definition of the "Initial Series"
under the Indenture in an initial aggregate principal amount of $1,310,000,000
(such series being hereinafter and in the Indenture referred to as the "Initial
Series (9)") and to correct certain defective provisions in the Indenture; and
WHEREAS, all things necessary to make the Securities of the Initial Series (9),
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 Ninth Supplemental
Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS NINTH 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 Ninth
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 Ninth Supplemental
Indenture hereby creates a series of Securities designated as the "General
Mortgage Bonds, Series I, due November 12, 2005" 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 may be issued in an unlimited
principal aggregate amount, although the initial issuance of the Bonds shall be
in the principal amount of $1,310,000,000.
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 Ninth
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
AMENDMENTS TO GENERAL MORTGAGE INDENTURE
DATED OCTOBER 10, 2002
The Indenture is hereby amended, as permitted under Section 1401(8) of
the Indenture as follows:
Section 301. Amendment to Granting Clauses.
(a) Clause (a) of Granting Clause First is hereby amended
by deleting the words "in real property wherever situated," and inserting the
following words in their place: "in real property located in the State of Texas
or wherever else situated".
(b) Clause (6) of Excepted Property is hereby amended by
inserting a comma between the words "gathering" and "transmission".
(c) Clause (x) of the paragraph beginning "provided,
however," is hereby amended by deleting the reference to clause (6) and
inserting a reference to clause (7) in its place.
(d) Clause (c) of the paragraph beginning "SUBJECT
HOWEVER" is hereby amended by deleting the reference to Section 6.06 and
inserting a reference to Section 606 in its place.
Section 302. Amendment to General Definitions.
(a) The definition of "Authenticating Agent" is hereby
amended by deleting the reference to "Section 1114" and inserting a reference to
"Section 1115" in its place.
(b) The definition of "Expert" is hereby amended by
deleting the words "whether or not then engaged in the engineering profession".
(c) The definition of "Manager" is hereby amended by
inserting immediately following the word "Company" the following words ", within
the meaning of the Texas Limited Liability Company Act".
(d) Clause (2) of the definition of Permitted Liens is
hereby amended by adding the words "which is not delinquent" immediately
following the words "compensation earned".
(e) The definition of Permitted Liens is hereby amended
by deleting clause (22) of such definition in its entirety, by deleting "; and"
at the end of clause (21) of such definition and inserting a period in its place
and by inserting the word "and" at the end (following the semi-colon) of clause
(20) of such definition.
(f) The definition of Retired Securities is hereby
amended by adding the following words at the end of such definition: "and
provided further that no such First Mortgage Bond may be used as the basis for
the authentication and delivery of both additional Securities and additional
First Mortgage Bonds."
Section 303. Amendment to Adjusted Net Earnings Definition.
Clause (1) of the definition of Adjusted Net Earnings in Section 104 is hereby
amended by capitalizing the word "order" in the term "Company order".
Section 304. Amendment to Annual Interest Requirements
Definition.
(a) Clause (C) of the definition of Annual Interest
Requirements in Section 104 is hereby amended by deleting the words "except any
First Mortgage Collateral Bonds and".
(b) Clause (D) of the definition of Annual Interest
Requirements in Section 104 is hereby amended by inserting a closed-parenthesis
immediately following the words "by a
Prepaid Loan prior to the Lien of this Indenture upon property subject to the
Lien of this Indenture" and deleting the closed-parenthesis that follows the
words "and secured by a Lien on a parity with or prior to the Lien of this
Indenture upon property subject to the Lien of this Indenture".
Section 305. Amendment to Content and Form of Documents
Delivered to Trustee. Clause (3) of Section 106 is hereby amended by inserting
the word "material" immediately preceding the word "clerical", and by deleting
the word `may" immediately preceding the words "be substituted" and inserting
the word "shall" in its place.
Section 306. Amendment to Issuance of Securities-General.
Section 401(4)(Y) is hereby amended by adding the words `and legally binding"
immediately following the word "valid" and by adding the words ", and
enforceable against the Company (subject to customary exceptions)." at the end
of such clause.
Section 307. Amendment to Issuance on the Basis of Property
Additions.
(a) Section 402(2)(B)(xiii) is hereby amended by deleting
the words "other than First Mortgage Collateral Bonds".
(b) Section 402(2)(E)(ii) is hereby amended by deleting
the words "corporate or" and inserting the word "company" immediately preceding
the word "authority".
Section 308. Amendment to Money for Securities Payments to Be
Held in Trust. The first paragraph of Section 603 is hereby amended by deleting
the words "to the extent required by law".
Section 309. Amendment to Insurance Covenant. Section 607
(2)(B)(iv)(b) is hereby amended by deleting the reference to "clause (b)" and
inserting a reference to "clause (B)" in its place.
Section 310. Amendment to Limited Issuance of First Mortgage
Securities. Section 611(1) is hereby amended by deleting it in its entirety and
inserting the following words in its place:
"(1) First Mortgage Securities in place of, and in
substitution for, or to refund, other First Mortgage Securities, if (A) the
aggregate principal amount of such new First Mortgage Securities shall not
exceed the aggregate principal amount of such other First Mortgage Securities,
and (B) the final stated maturity date of such new First Mortgage Securities
shall be a date not later than the final stated maturity date of such other
First Mortgage Securities;".
Section 311. Amendment to First Mortgage Collateral Bonds.
Clause (1) of Section 701 is hereby amended by inserting the words "or other
Maturity" immediately following the words "Stated Maturity".
Section 312. Amendment to Discharge of First Mortgage.
(a) Section 707(1)(C)(iv) is hereby amended by deleting
the words "to the Company to be deemed to have been made the basis of the
authentication and delivery of such Securities, will no longer constitute Funded
Property (other than pursuant to clause (6) of the definition of "Funded
Property") upon the discharge of the First Mortgage" and inserting in their
place the following: "to the Company shall be deemed to have been made the basis
of the authentication and delivery of such Securities, upon the discharge of the
First Mortgage."
(b) Section 707(1)(F)(ii) is hereby amended by deleting
the word "corporate" and inserting the words "limited liability company" in its
place.
Section 313. Amendment to Release of Funded Property. Clause
(A) of Section 803(3) is hereby amended by deleting the word "generally".
Section 314. Amendment to Satisfaction and Discharge. Section
901(3)(D)(i) is hereby amended by inserting a comma between the words "income"
and "gain".
Section 315. Amendment to Acceleration of Maturity. Section
1002(1)(A) is hereby amended by deleting the words "of that series".
ARTICLE FOUR
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 Ninth 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 Ninth
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 Ninth Supplemental Indenture shall be governed by, and construed in
accordance with, the law of the State of New York.
This Ninth 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 Ninth
Supplemental Indenture to be duly executed as of the day and year first above
written.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, as Trustee
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ACKNOWLEDGMENT
STATE OF TEXAS )
) ss
COUNTY OF XXXXXX )
On the 11th day of November 2002, before me personally came
Xxxx Xxxxxxxx, 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/ XXXXXXXX X. XXXXXXX
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Notary Public
