EXHIBIT 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR THE TECHNICAL SERVICES AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is entered into
as of August 31, 2002 by and between Texas Xxxxx, XX, a Texas limited
partnership ("Xxxxx XX"), and Reliant Energy, Incorporated, a Texas corporation
(the "REI").
WHEREAS, REI, acting through its Reliant Energy HL&P Division, and Reliant
Resources, Inc., a Delaware corporation ("Resources"), are parties to the
Technical Services Agreement dated as of December 31, 2000 (the "Technical
Services Agreement") (capitalized terms used and not defined herein have the
meanings assigned to them in the Technical Services Agreement);
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of October
19, 2001, among REI, CenterPoint Energy, Inc., a Texas corporation and the
ultimate parent of Xxxxx XX ("CenterPoint Energy"), and Reliant Energy MergerCo,
Inc., a Texas corporation and an indirect wholly owned subsidiary of CenterPoint
Energy ("MergerCo"), MergerCo will be merged with and into REI (the "Merger"),
with REI to be the surviving corporation, as a result of which, at the effective
time of the Merger each share of common stock, without par value, of REI will be
converted into one share of CenterPoint Energy's common stock and REI will
become an indirect wholly owned subsidiary of CenterPoint Energy;
WHEREAS, concurrently with the Merger, REI will (i) distribute the capital
stock of all of its subsidiaries, other than certain financing subsidiaries, to
CenterPoint Energy (the "Stock Distribution") and (ii) convey the Genco Assets
to Xxxxx XX;
WHEREAS, each of Section 8.2 of the Master Separation Agreement dated as of
December 31, 2000 by and between REI and Resources and Section 2.2 of the Texas
Genco Option Agreement dated as of December 31, 2000 by and between REI and
Resources requires that Xxxxx XX assume the obligations of REI under the
Technical Services Agreement, and Section 2.4(c) of the Technical Services
Agreement provides that REI may assign its rights under the Technical Services
Agreement to Xxxxx XX;
WHEREAS, Xxxxx XX desires that REI assign its rights under the Technical
Services Agreement to Xxxxx XX and that Xxxxx XX assume REI's obligations under
the Technical Services Agreement;
NOW, THEREFORE, in consideration of the foregoing, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Assignment. REI hereby assigns and conveys to Xxxxx XX all of its
rights and obligations under the Technical Services Agreement.
2. Assumption. Xxxxx XX hereby expressly, unconditionally and
irrevocably (i) assumes the punctual performance and observance of all of
the covenants and
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conditions of REI under the Technical Services Agreement and (ii) assumes the
rights of REI under the Technical Services Agreement.
3. Substitution and Release. Xxxxx XX agrees to succeed to and be
substituted for REI under the Technical Services Agreement with the same
effect as if Xxxxx XX had been named as a party in place of REI in the
Technical Services Agreement. Xxxxx XX unconditionally and irrevocably
releases REI of all covenants, obligations and liabilities under the
Technical Services Agreement.
4. Covenant To Deliver This Agreement. Xxxxx XX hereby covenants to
deliver an executed copy of this Agreement to Resources.
5. Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF. This Agreement shall inure to the
benefit of Resources, Xxxxx XX and REI and their respective successors and
assigns, and is entered into by the Xxxxx XX for the express benefit of
Resources and REI.
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IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Assumption Agreement to be executed by its duly authorized officer as of the
date first above written.
RELIANT ENERGY, INCORPORATED
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Treasurer
TEXAS XXXXX, XX
BY: TEXAS XXXXX XX, LLC, its general partner
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
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