EXHIBIT 4(j)
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR THE GUARANTEE AGREEMENTS
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 (formerly Houston Lighting & Power Company) (the "Existing
Guarantor").
WHEREAS, the Existing Guarantor and the Bank of New York, as Trustee (the
"Trustee"), are parties to (i) the Guarantee Agreement (relating to HL&P Capital
Trust I) dated as of February 4, 1997 (the "HL&P Trust I Guarantee") in favor of
the Holders of, and providing for the guaranty of, certain amounts relating to
the 8.125% trust preferred securities issued by HL&P Capital Trust I, a Delaware
statutory business trust (the "Preferred Securities"), and (ii) the Guarantee
Agreement (relating to HL&P Capital Trust II) dated as of February 4, 1997 (the
"HL&P Trust II Guarantee," and, together with the HL&P Trust I Guarantee, the
"Guarantees"), in favor of the Holders of, and providing for the guaranty of,
certain amounts relating to the 8.257% capital securities issued by HL&P Capital
Trust II, a Delaware statutory business trust (the "Capital Securities" and
together with the Preferred Securities, 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 each of HL&P Capital Trust I and HL&P Capital
Trust II is an aggregate amount of junior subordinated debentures (the
"Debentures"), issued under the Junior Subordinated Indenture dated as of
February 1, 1997 between the Existing Guarantor and The Bank of New York, as
Trustee (the "Trustee"), as supplemented by
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Supplemental Indenture No. 1 and Supplemental Indenture No. 2 both dated as of
February 1, 1997 and both 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 each of HL&P Capital Trust I and
HL&P Capital Trust II;
WHEREAS, as required by Section 8.1 of the Indenture, pursuant to
Supplemental Indenture No. 3 dated as of the date hereof, the New Guarantor is
assuming the 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 8.1 of each of the Guarantees, the New
Guarantor is hereby assuming all obligations of the Existing Guarantor under the
Guarantees and for all purposes is becoming the "Guarantor" under the
Guarantees;
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 Guarantees.
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
Guarantees and for all purposes become the "Guarantor" under the Guarantees and
(ii) releases the Existing Guarantor from all liabilities and obligations under
the Guarantees.
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 Guarantees) 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/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
RELIANT ENERGY, INCORPORATED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
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