EXHIBIT 4(h)
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture, effective as of August 31, 2002 (this
"Third 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 The Bank of
New York, as Trustee (the "Trustee"), supplements the Indenture dated as of June
15, 1996 between NorAm Energy Corp., a Delaware corporation ("NorAm"), and the
Trustee, as supplemented by the First Supplemental Indenture, dated as of June
15, 1996 (the "First Supplemental Indenture") between NorAm and the Trustee and
the Second Supplemental Indenture dated as of August 6, 1997 (the "Second
Supplemental Indenture") among Houston Lighting & Power Company, HI Merger,
Inc., a Delaware corporation, NorAm, and the Trustee (as supplemented by the
First Supplemental Indenture and the Second Supplemental Indenture, the
"Indenture"), under which RERC's 6 1/4% Convertible Junior Subordinated
Debentures (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 $33.62 of cash (the "Cash
Consideration") and 1.55 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, par value $0.01 per share, 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 Third Supplemental
Indenture in order to reflect the results of the Merger as required by Section
7.4 of the First Supplemental Indenture;
WHEREAS, Section 7.4 of the First Supplemental Indenture requires that, as
a result of the Merger, each Holder of a Debenture shall have the right to
convert the Debenture into the consideration receivable upon the Merger by a
holder of the number of shares of REI Common Stock into which the Debenture
could have been converted immediately prior to the Merger;
WHEREAS, Section 9.1 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 evidence the assumption by any
successor of the covenants under the Indenture and in the Debentures and to add
to such covenants for the benefit of the Holders of Debentures;
1
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:
In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and to comply with
Section 9.1 of the Indenture and Section 7.4 of the First Supplemental
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) 1.55 shares
of CNP Common Stock (the "Stock Consideration"), subject to the adjustments
provided for in Article Seven of the First Supplemental 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 Third Supplemental Indenture and the First Supplemental 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 Third Supplemental Indenture, the First
Supplemental 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 Third Supplemental Indenture without regard to principles of conflicts of
laws.
Section 6. Successors. All agreements of the parties hereto in this Third
Supplemental Indenture shall bind their respective successors.
Section 7. Multiple Counterparts. The parties hereto may sign multiple
counterparts of this Third Supplemental Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent the same agreement.
Section 8. Trustee's Disclaimer. The recitals contained herein shall be
taken as the statements of REI, CNP and RERC, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Third Supplemental Indenture.
2
IN WITNESS WHEREOF, the undersigned have caused this Third Supplemental
Indenture to be executed by its duly authorized officer as of the date first
above written.
CENTERPOINT ENERGY, INC.
By: /s/ Xxxxx Xxxxx
--------------------------------------
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
THE BANK OF NEW YORK, Trustee
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Attest: Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Assistant Treasurer
3
