EXHIBIT 4(d)
FIFTH SUPPLEMENTAL INDENTURE
This Fifth Supplemental Indenture, dated as of August 31, 2002 (this
"Supplemental Indenture"), among CenterPoint Energy, Inc., a Texas corporation
("CEP"), Reliant Energy, Incorporated, a Texas corporation (formerly Houston
Lighting & Power Company) (the "Company"), and JPMorgan Chase Bank (formerly
Texas Commerce Bank National Association), as Trustee (the "Trustee"),
supplements the Collateral Trust Indenture dated as of September 1, 1988 (the
"Indenture") between the Company and the Trustee, as supplemented by the First
Supplemental Indenture dated as of January 1, 1989 between the Company and the
Trustee, the Second Supplemental Indenture dated as of May 1, 1989 between the
Company and the Trustee, the Third Supplemental Indenture dated as of February
1, 1993 between the Company and the Trustee and the Fourth Supplemental
Indenture dated as of December 1, 1993 between the Company and the Trustee under
which the Company's Series A, B and C Medium Term Notes were issued and Series C
Medium Term Notes (the "Securities") remain outstanding.
RECITALS
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of October
19, 2001, among the Company, CEP and Reliant Energy MergerCo, Inc., a Texas
corporation and an indirect wholly-owned subsidiary of CEP ("MergerCo"),
MergerCo will be merged with and into the Company (the "Merger"), with the
Company 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 the
Company will be converted into one share of CEP common stock and the Company
will become a wholly-owned subsidiary of CEP;
WHEREAS, concurrently with the Merger, the Company will (i) distribute the
capital stock of all of its subsidiaries, other than certain financing
subsidiaries, to CEP (the "Stock Distribution") and (ii) convey its Texas
electric generation assets and certain buildings and related assets to indirect
wholly owned subsidiaries of CEP (the "Asset Conveyance," and together with the
Merger and the Stock Distribution, the "Restructuring");
WHEREAS, the Restructuring is a transfer of the Company's properties and
assets substantially as an entirety;
WHEREAS, pursuant to Section 901 of the Indenture, CEP, as the transferee
of the Company's properties and assets substantially as an entirety, is required
to expressly assume, by an indenture supplemental to the Indenture, the due and
punctual payment of the principal of (and premium, if any) and interest
(including all additional amounts, if any, payable pursuant to the Indenture) on
all the Securities and the performance of every covenant of the Indenture on the
part of the Company to be performed or observed;
WHEREAS, Section 1001 of the Indenture provides that under certain
conditions the Company and the Trustee, without the consent of the Holders of
Securities, at any time and from time to time, may enter into an indenture
supplemental to the Indenture for the purposes
inter alia, to evidence the succession of another corporation to the Company and
the assumption by any such successor of the covenants of the Company under the
Indenture and in the Securities;
NOW, THEREFORE, THIS 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
Sections 901 and 1001 of the Indenture, the parties hereto hereby agree, for the
equal and proportionate benefit of the respective Holders from time to time of
the Securities, as follows:
Section 1. Defined Terms. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Indenture.
Section 2. Succession by Transfer of Properties and Assets Substantially as
an Entirety.
(1) Upon consummation of the Restructuring, CEP shall become the successor
to the Company for all purposes of the Indenture and CEP hereby expressly
assumes the due and punctual payment of the principal of (and premium, if any)
and interest (including all additional amounts, if any, payable pursuant to the
Indenture) on all the Securities and the performance of every covenant of the
Indenture, as supplemented by this Supplemental Indenture, on the part of the
Company to be performed or observed.
(2) Concurrently with the execution and delivery of this Supplemental
Indenture, the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel as required by Section 901(3) of the Indenture.
(3) Pursuant to Section 902 of the Indenture, concurrently with the
execution and delivery of this Supplemental Indenture, (i) CEP shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if CEP had been named as the Company
in the Indenture and (ii) the Company shall be relieved of all obligations and
covenants under the Indenture and the Securities.
Section 3. 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 4. Governing Law. The laws of the State of Texas shall govern this
Supplemental Indenture without regard to principles of conflicts of laws.
Section 5. Successors. All agreements of the parties hereto in this
Supplemental Indenture shall bind their respective successors.
Section 6. Multiple Counterparts. The parties hereto may sign multiple
counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent the same agreement.
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Section 7. Trustee's Disclaimer. The recitals contained herein shall be
taken as the statements of the Company and CEP, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.
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IN WITNESS WHEREOF, the undersigned have caused this 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
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Corporate
Secretary
RELIANT ENERGY, INCORPORATED
By: /s/ Xxxx Xxxxxxxx
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Attest: Name: Xxxx Xxxxxxxx
Title: Treasurer
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Corporate
Secretary
JPMORGAN CHASE BANK,
Trustee
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
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