EXHIBIT 4(i)
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, effective as of August 31, 2002 (this
"Second Supplemental Indenture"), among CenterPoint Energy, Inc., a Texas
corporation ("CNP"), Reliant Energy, Incorporated (formerly Houston Lighting &
Power Company), a Texas corporation ("REI"), Reliant Energy Resources Corp.
(formerly NorAm Energy Corp.), a Delaware corporation ("RERC"), and JPMorgan
Chase Bank (as successor to The Chase Manhattan Bank (National Association)), as
Trustee (the "Trustee"), supplements the Indenture dated as of March 1, 1987
between NorAm Energy Corp., a Delaware corporation and successor in interest to
Arkla, Inc. ("NorAm"), and the Trustee, as supplemented by the Supplemental
Indenture, dated as of August 6, 1997 (as supplemented, the "Indenture") among
Houston Lighting & Power Company, HI Merger, Inc., a Delaware corporation,
NorAm, and the Trustee, under which RERC's 6% Convertible Subordinated
Debentures due 2012 (the "Debentures") were issued and are outstanding.
RECITALS
WHEREAS, pursuant to the terms of the Indenture, each $50 principal amount
of the Debentures is currently convertible into $14.24 of cash (the "Cash
Consideration") and 0.65 shares of common stock, without par value, of REI ("REI
Common Stock");
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of October
19, 2001 (the "Merger Agreement") among REI, Reliant Energy MergerCo, Inc., a
Texas corporation and indirect subsidiary of CNP ("MergerCo"), and CNP, REI will
be merged with and into MergerCo, with REI to be the surviving corporation (the
"Merger");
WHEREAS, at the effective time of the Merger (the "Effective Time"), each
outstanding share of REI Common Stock will be converted into one share of common
stock of CNP ("CNP Common Stock");
WHEREAS, in connection with the Merger, CNP, REI and RERC have duly
determined to make, execute and deliver to the Trustee this Second Supplemental
Indenture in order to reflect the results of the Merger as required by Section
1306 of the Indenture;
WHEREAS, Section 1306 of the Indenture requires that a Holder of a
Debenture shall have the right to convert the Debenture into the consideration
receivable upon the Merger by a holder of shares of REI Common Stock into which
the Debenture could have been converted immediately prior to the Merger; and
WHEREAS, Section 901 of the Indenture provides that under certain
conditions RERC and the Trustee, without the consent of the Holders of
Debentures, from time to time and at any time, may enter into an indenture
supplemental to the Indenture, inter alia, to make provisions with respect to
the conversion rights of and to add covenants for the benefit of the Holders of
Debentures;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
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In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and to comply with
Sections 901 and 1306 of the Indenture, the parties hereto hereby agree, for the
equal and proportionate benefit of the respective Holders from time to time of
the Debentures, as follows:
Section 1. Defined Terms. Capitalized terms used and not otherwise defined
herein have the respective meanings assigned to such terms in the Indenture.
Section 2. Conversion Privilege. The Holder of each Debenture outstanding
as of the Effective Time (and each subsequent Holder) shall have the right from
and after the Effective Time to convert such Debenture only into (i) 0.65 shares
of CNP Common Stock (the "Stock Consideration"), subject to the adjustments
provided for in Article Thirteen of the Indenture, (and cash in lieu of
fractional shares of CNP Common Stock) and (ii) the Cash Consideration.
Section 3. Additional Covenants of CNP. CNP hereby (i) agrees to (A)
reserve and keep available out of its authorized but unissued capital stock,
solely for the purpose of issuance upon the conversion of Debentures as provided
in this Second Supplemental Indenture and the Indenture, a number of shares of
CNP Common Stock sufficient to issue the Stock Consideration upon the conversion
of all outstanding Debentures and (B) issue and cause to be delivered in
accordance with this Second Supplemental Indenture, the Indenture and the
Company's instructions, the Stock Consideration and the Cash Consideration upon
conversion of any Debenture and (ii) warrants that all shares of CNP Common
Stock that may be issued upon the conversion of any Debenture, when so issued,
shall be duly authorized, validly issued, fully paid and nonassessable.
Section 4. Ratification. The Indenture as hereby supplemented is in all
respects ratified and confirmed by each of the parties hereto, and all of the
rights and powers created thereby or thereunder shall be and remain in full
force and effect.
Section 5. Governing Law. The laws of the State of New York shall govern
this Second Supplemental Indenture without regard to principles of conflicts of
laws.
Section 6. Successors. All agreements of the parties hereto in this Second
Supplemental Indenture shall bind their respective successors.
Section 7. Multiple Counterparts. The parties hereto may sign multiple
counterparts of this Second Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
Section 8. Recitals. The recitals contained in this Second Supplemental
Indenture shall be taken as the statements of CNP, REI and RERC, and the Trustee
assumes no responsibility for their correctness and makes no representations as
to the validity or sufficiency of this Second Supplemental Indenture.
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IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental
Indenture to be executed by its duly authorized officer as of the date first
above written.
CENTERPOINT ENERGY, INC.
By: /s/ Xxxxx Xxxxx
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Attest: Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Corporate
Secretary
RELIANT ENERGY, INCORPORATED
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Attest: Name: Xxxx Xxxxxxxx
Title: Treasurer
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Corporate
Secretary
RELIANT ENERGY RESOURCES CORP.
By: /s/ Xxxxx Xxxxx
--------------------------------------
Attest: Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Corporate
Secretary
JPMORGAN CHASE BANK, Trustee
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Attest: Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
By: /s/ Xxxxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Trust Officer
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