EXHIBIT 4.8
ASSUMPTION AGREEMENT FOR INVESTOR'S CHOICE PLAN
This Assumption Agreement (this "Agreement") is entered into
as of August 31, 2002 by and between CenterPoint Energy, Inc., a Texas
corporation ("CenterPoint Energy"), and Reliant Energy, Incorporated, a Texas
corporation (formerly Houston Industries Incorporated) ("REI").
WHEREAS, REI is the sponsor of the Houston Industries
Incorporated Amended and Restated Investor's Choice Plan dated August 6, 1997
(the "ICP") (capitalized terms used and not defined herein have the meanings
assigned to them in the ICP);
WHEREAS, pursuant to an Agreement and Plan of Merger dated as
of October 19, 2001, among REI, 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
its Texas electric generation assets to an indirect wholly owned subsidiary of
CenterPoint Energy;
WHEREAS, CenterPoint Energy will be the "successor issuer" to
REI with respect to the registration statement on Form S-3 related to the ICP;
and
WHEREAS, CenterPoint Energy is hereby assuming all obligations
of REI under the ICP, and REI wishes to have CenterPoint Energy succeed to and
be substituted for it under the ICP;
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 CenterPoint
Energy all of REI's rights and obligations under the ICP.
2. Assumption. CenterPoint Energy hereby expressly,
unconditionally and irrevocably (i) assumes the punctual performance
and observance of all of the covenants and conditions of REI under the
ICP and (ii) assumes the rights of REI under the ICP.
3. Substitution and Release. CenterPoint Energy agrees to
succeed to and be substituted for REI under the ICP with the same
effect as if CenterPoint Energy were the original sponsor of the ICP
instead of REI. CenterPoint Energy unconditionally and irrevocably
releases REI of all covenants, obligations and liabilities under the
ICP.
4. Covenant To Deliver This Agreement. CenterPoint Energy
hereby covenants to deliver an executed copy of this Agreement to the
Administrator, the XXX Trustee, any Independent Agent and the Trustee.
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 LAWS PRINCIPLES THEREOF. This Agreement
shall inure to the benefit of the Trustee, any and all Participants,
CenterPoint Energy and REI and their respective successors and assigns,
and is entered into by CenterPoint Energy for the express benefit of
the Trustee, the Administrator, the XXX Trustee, any and all
Participants and REI.
2
IN WITNESS WHEREOF, the undersigned have caused this
Assumption Agreement to be executed by its duly authorized officer as of the
date first above written.
CENTERPOINT ENERGY, INC.
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
RELIANT ENERGY, INCORPORATED
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: Treasurer
3
