EXHIBIT 4(k)
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR THE GUARANTEE AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is entered into
as of August 31, 2002 by and between CenterPoint Energy, Inc., a Texas
corporation (the "New Guarantor"), and Reliant Energy, Incorporated, a Texas
corporation (the "Existing Guarantor").
WHEREAS, the Existing Guarantor and the Bank of New York, as Trustee (the
"Trustee"), are parties to the Guarantee Agreement (relating to REI Trust I)
dated as of February 26, 1999 (the "Guarantee") in favor of the Holders of, and
providing for the guaranty of, certain amounts relating to the 7.20% Trust
Originated Preferred Securities issued by REI Trust I, a Delaware statutory
business trust (the "Securities");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of October
19, 2001, among the Existing Guarantor, the New Guarantor and Reliant Energy
MergerCo, Inc., a Texas corporation and an indirect wholly owned subsidiary of
the New Guarantor ("MergerCo"), MergerCo will be merged with and into the
Existing Guarantor (the "Merger"), with the Existing Guarantor 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 Existing Guarantor will be
converted into one share of the New Guarantor's common stock and the Existing
Guarantor will become a wholly owned subsidiary of the New Guarantor;
WHEREAS, concurrently with the Merger, the Existing Guarantor will (i)
distribute the capital stock of all of its subsidiaries, other than certain
financing subsidiaries, to the New Guarantor (the "Stock Distribution") and (ii)
convey its Texas electric generation assets and certain buildings and related
assets to indirect wholly owned subsidiaries of the New Guarantor (the "Asset
Conveyance," and together with the Merger and the Stock Distribution, the
"Restructuring");
WHEREAS, the Restructuring is a transfer of the Existing Guarantor's
properties and assets substantially as an entirety;
WHEREAS, the sole asset of REI Trust I is an aggregate amount of junior
subordinated debentures (the "Debentures"), issued under the Junior Subordinated
Indenture dated as of February 15, 1999, as supplemented by Supplemental
Indenture No. 1 dated as of February 15, 1999 between the Existing Guarantor and
the Trustee (as supplemented, the "Indenture"), equal to the aggregate
liquidation amount of the Securities and the common securities issued by REI
Trust I;
WHEREAS, as required by Section 10.01 of the Indenture, pursuant to
Supplemental Indenture No. 2 dated as of the date hereof, the New Guarantor is
assuming the
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obligations of the Existing Guarantor under the Debentures and the Indenture as
transferee of the Existing Guarantor's properties and assets substantially as an
entirety;
WHEREAS, as contemplated by Section 9.01 of the Guarantee, the New
Guarantor is hereby assuming all obligations of the Existing Guarantor under the
Guarantee and for all purposes is becoming the "Guarantor" under the Guarantee;
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. The Existing Guarantor hereby assigns and delegates to the
New Guarantor all of its rights and obligations under the Guarantee.
2. Assumption. The New Guarantor hereby accepts the foregoing assignment by
the Existing Guarantor and hereby assumes all of the Existing Guarantor's rights
and obligations under the Guarantee.
3. Substitution and Release. The New Guarantor unconditionally and
irrevocably (i) agrees to be substituted for the Existing Guarantor under the
Guarantee and for all purposes become the "Guarantor" under the Guarantee and
(ii) releases the Existing Guarantor from all liabilities and obligations under
the Guarantee.
4. Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF. This Agreement shall inure to the benefit
of the Holders (as defined in the Guarantee) and their respective successors and
assigns, and is entered into by the New Guarantor for the express benefit of
such Holders and the Existing Guarantor.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement 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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Name: Xxxxx Xxxxx
Title: Vice President
RELIANT ENERGY, INCORPORATED
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Treasurer
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