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EXHIBIT 3(i)
STATEMENT OF RESOLUTION ESTABLISHING SERIES OF SHARES
designated
SERIES G PREFERENCE STOCK
of
RELIANT ENERGY, INCORPORATED
Pursuant to Article 2.13D of
the Texas Business Corporation Act
Pursuant to the provisions of Article 2.13D of the Texas
Business Corporation Act, the undersigned corporation submits the following
statement for the purpose of establishing and designating a series of shares of
its Preference Stock, without par value, designated "Series G Preference Stock"
and fixing and determining the relative rights and preferences thereof:
1. The name of the corporation is RELIANT ENERGY,
INCORPORATED (the "Company").
2. The following resolution establishing and designating
a series of shares and fixing and determining the relative rights and
preferences thereof, was duly adopted by all necessary action on the part of
the Company on February 23, 2000:
RESOLVED, that pursuant to the authority vested in the
Finance Committee and the Preference Stock Committee, acting
separately and/or concurrently, by the Board of Directors of this
Company in accordance with the provisions of the Restated Articles
of Incorporation, a series of Preference Stock, without par value,
of the Company be and hereby is created, and that the designation
and number of shares thereof and the preferences, limitations and
relative rights, including voting rights, of the shares of such
series and the qualifications, limitations and restrictions thereof
are as follows:
SERIES G PREFERENCE STOCK
1. Designation and Amount. There shall be a series of
Preference Stock that shall be designated as "Series G Preference Stock," and
the number of shares constituting such series shall be 6,825. Such number of
shares may be increased or decreased by resolution of the Finance Committee and
the Preference Stock Committee, acting separately and/or concurrently;
provided, however, that no decrease shall reduce the number of shares of Series
G Preference Stock to less than the number of shares then issued and
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the Company.
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2. Certain Defined Terms.
Capitalized terms not otherwise defined herein shall have
the respective meanings ascribed to them in that certain Credit Agreement (the
"Credit Agreement") to be entered into among Reliant Energy FinanceCo IV, LP, a
Delaware limited partnership to be the initial Borrower thereunder, the
Company, the lenders parties thereto, Chase Securities, Inc. as arranger and
The Chase Manhattan Bank, as the Administrative Agent thereunder. In addition,
the following terms are used herein as defined below:
(i) "Computed Dividend Portion" means, within
any Dividend Interval Period, an amount equal to the interest
expense accrued on the indebtedness for borrowed money of the
Borrower from the prior Dividend Payment Date to the Determination
Date for the current Dividend Interval Period.
(ii) "Determination Date" means the date
occurring five Business Days prior to a Dividend Declaration Date.
(iii) "Dividend" means the dividend on the
Series G Preference Stock declared by the Company's Board of
Directors with respect to a Dividend Interval Period.
(iv) "Dividend Declaration Amount" means, as of
any Determination Date, the Preliminary Dividend Amount, less the
sum of (a) the Interest Reconciliation Amount, (b) the Support
Agreement Reconciliation Amount, and (c) the Other Sources
Reconciliation Amount. The Dividend Declaration Amount may be
greater than or less than the Preliminary Dividend Amount.
(v) "Dividend Declaration Date" means the date
on which Dividends on the Series G Preference Stock are declared (or
would have been declared but for the fact that the amount of the
Dividend determined in accordance herewith would have been zero)
during a Dividend Interval Period by the Company's Board of
Directors.
(vi) "Dividend Interval Period" means the period
beginning on a Dividend Payment Date and extending to the next
Dividend Payment Date.
(vii) "Dividend Payment Date" means the date
occurring five Business Days after a Dividend Declaration Date.
(viii) "Interest Reconciliation Amount" means an
amount equal to (a) the Preliminary Dividend Amount computed for the
prior Dividend Interval Period, less (b) the actual interest expense
accrued on the indebtedness for borrowed money of the Borrower
during such period.
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(ix) "Other Sources Reconciliation Amount" means
the sum of (a) to the extent applied to pay interest on the
indebtedness for borrowed money of the Borrower or available in cash
on the current Determination Date therefor, the amount of income or
cash proceeds received by the Borrower from sources other than
pursuant to the Support Agreement (including, without limitation,
interest received on loans to Affiliates), and (b) the cash proceeds
of new borrowings under the Credit Agreement that are utilized to
pay interest on outstanding borrowings thereunder, from the
Determination Date occurring in the Prior Dividend Interval Period
to the Determination Date occurring in the current Dividend Interval
Period.
(x) "Preliminary Dividend Amount" means the
sum of the Computed Dividend Portion and the Projected Dividend
Portion.
(xi) "Projected Dividend Portion" means, within
any Dividend Interval Period, an amount equal to the projected
interest expense that will be accrued on the indebtedness for
borrowed money of the Borrower from the Determination Date for such
Dividend Interval Period to the Dividend Payment Date.
(xii) "Support Agreement Reconciliation Amount"
means the amount of cash payments made pursuant to the Support
Agreement by the Company to the Borrower from the Determination Date
occurring in the immediately prior Dividend Interval Period to the
Determination Date occurring in the current Dividend Interval
Period.
3. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of (i) any shares of any series of Preference Stock ranking prior and
superior to the shares of Series G Preference Stock with respect to dividends
and (ii) any shares of Preferred Stock, the holders of shares of Series G
Preference Stock, in preference to the holders of shares of any class or series
of stock of the Company ranking junior to the Series G Preference Stock, shall
be entitled to receive the amounts set forth below, when, as and if declared by
the Board of Directors in the manner described below out of assets of the
Company legally available for the purpose:
(i) On every regularly scheduled meeting of the
Company's Board of Directors while any shares of Series G Preference
Stock remain outstanding, the Board of Directors shall declare an
aggregate Dividend (if a positive amount) equal to the lesser of (a)
the Dividend Declaration Amount or (b) the Excess Cash Flow
projected to be available as of the applicable Dividend Payment Date
with respect to the then current Dividend Interval Period.
(ii) If, with respect to any Dividend Interval
Period, the aggregate Dividend declared by the Company's Board of
Directors is less than the Dividend Declaration Amount for such
Dividend Interval Period because the Excess Cash Flow projected to
be available as of the applicable Dividend Payment Date is less than
the Dividend Declaration Amount, the amount of such deficiency shall
be added to the Dividend Declaration Amount computed for the next
Dividend Interval Period and such aggregate amount shall become the
Dividend
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Declaration Amount for such period. The Dividend for such succeeding
Dividend Interval Period shall equal the Dividend Declaration Amount
unless such amount would exceed the Excess Cash Flow projected to be
available as of the applicable Dividend Payment Date, in which case
the Dividend shall be the amount of the projected Excess Cash Flow.
(iii) The aggregate Dividends paid on the shares
of Series G Preference Stock in accordance with this Section 3(A)
shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.
(B) Accrued but unpaid dividends shall not bear interest.
The Board of Directors may fix a record date for the determination of holders
of shares of Series G Preference Stock entitled to receive payment of a
dividend or distribution declared thereon.
4. Voting Rights. Except as otherwise required by law
or the Restated Articles of Incorporation of the Company or as otherwise
provided herein, the holders of shares of Series G Preference Stock shall have
no voting rights.
5. Certain Restrictions. At any time when dividends or
distributions payable on the Series G Preference Stock as provided in Section 3
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series G Preference Stock
outstanding shall have been paid in full, the Company shall not:
(i) declare dividends on, or redeem or purchase
or otherwise acquire for consideration any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series G Preference Stock; or
(ii) declare dividends on any shares of stock
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series G Preference Stock,
except dividends declared ratably on the Series G Preference Stock
and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of
all such shares are then entitled.
6. Reacquired Shares. Any shares of Series G Preference
Stock purchased or otherwise acquired by the Company in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preference Stock and may be reissued as part of a new series of Preference
Stock to be created by resolution or resolutions of the Board of Directors,
subject to any conditions and restrictions on issuance set forth herein.
7. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Company, no distribution shall be made to the
holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series G Preference Stock
unless, prior thereto, the holders of shares of Series G Preference Stock shall
have received $100,000 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or
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not declared, to the date of such payment (the "Series G Liquidation
Preference"). Following the payment of the full amount of the Series G
Liquidation Preference, no additional distributions shall be made to the
holders of shares of Series G Preference Stock.
(B) In the event that there are not sufficient assets
available to permit payment in full of the Series G Liquidation Preference and
the liquidation preferences of all other series of Preference Stock, if any,
that rank on a parity with the Series G Preference Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.
(C) Neither the merger or consolidation of the Company
into or with another corporation nor the merger or consolidation of any other
corporation into or with the Company shall be deemed to be a liquidation,
dissolution or winding up of the Company within the meaning of this Section 7,
but the sale, lease or conveyance of all or substantially all of the Company's
assets shall be deemed to be a liquidation, dissolution or winding up of the
Company within the meaning of this Section 7.
8. Redemption.
(A) The Company, at its option, may redeem shares of the
Series G Preference Stock in whole at any time and in part from time to time,
at a redemption price equal to $100,000 per share plus, in the event all
outstanding shares of the Series G Preference Stock are to be redeemed, unpaid
accumulated dividends to the date of redemption.
(B) In the event that fewer than all the outstanding
shares of the Series G Preference Stock are to be redeemed, (i) the number of
shares to be redeemed shall be determined by the Board of Directors and the
shares to be redeemed shall be determined by lot or pro rata as may be
determined by the Board of Directors or by any other method that may be
determined by the Board of Directors in its sole discretion to be equitable.
(C) Except to the extent notice is waived in accordance
with applicable law, notice of any such redemption shall be given by mailing to
the holders of the shares of Series G Preference Stock to be redeemed a notice
of such redemption, first class postage prepaid, not later than the twentieth
day and not earlier than the sixtieth day before the date fixed for redemption,
at their last address as the same shall appear upon the books of the Company.
Each such notice shall state: (i) the redemption date; (ii) the number of
shares to be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such holder;
(iii) the redemption price; (iv) the place or places where certificates for
such shares are to be surrendered for payment of the redemption price; and (v)
that dividends on the shares to be redeemed will cease to accrue on the close
of business on such redemption date. Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the shareholder received such notice, and failure duly to give such
notice by mail, or any defect in such notice, to any holder of Series G
Preference Stock shall not affect the validity of the proceedings for the
redemption of any other shares of Series G Preference Stock that are to be
redeemed. On or after the date fixed for redemption as stated in such notice,
each holder of the shares called for redemption shall surrender the certificate
evidencing such shares to the Company
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at the place designated in such notice and shall thereupon be entitled to
receive payment of the redemption price. If fewer than all the shares
represented by any such surrendered certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.
(D) The shares of Series G Preference Stock shall not be
subject to the operation of any purchase, retirement or sinking fund.
9. Ranking. The Series G Preference Stock shall rank
junior to all series of the Company's Preferred Stock and pari passu with all
other series of the Company's Preference Stock (other than any such series of
Preference Stock the terms of which shall provide otherwise) in respect to
dividend and liquidation rights and shall rank senior to the Common Stock as to
such matters.
10. Amendment. At any time that any shares of Series G
Preference Stock are outstanding, the Restated Articles of Incorporation of the
Company shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series G Preference
Stock so as to affect them adversely without the affirmative vote of the
holders of two-thirds or more of the outstanding shares of Series G Preference
Stock, voting separately as a class.
11. Fractional Shares. Series G Preference Stock may be
issued in fractions of a share that shall entitle the holder, in proportion to
such holder's fractional shares, to exercise any voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series G Preference Stock.
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IN WITNESS WHEREOF, RELIANT ENERGY, INCORPORATED has
caused this Statement to be executed on its behalf by the undersigned officer
this ___ day of February, 2000.
RELIANT ENERGY, INCORPORATED
/s/ MARC KILBRIDE
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Name: Marc Kilbride
Title: Treasurer
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