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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): NOVEMBER 23, 2004 ------------------------------ CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 74-0694415 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-1111 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGMENT OF A REGISTRANT. On December 10, 2004, CenterPoint Energy, Inc. ("CenterPoint Energy") entered into the First Amendment (the "Amendment") to their Amended and Restated Credit Agreement, dated as of October 7, 2003, with the banks named therein. The purpose of the Amendment was to permit CenterPoint Energy's subsidiary Texas Genco Holdings, Inc. ("Texas Genco Holdings") to borrow funds to finance the purchase of Texas Genco Holdings' publicly held shares in the merger described below. The Amendment is attached to this report as Exhibit 10.1. On December 14, 2004, Texas Genco Holdings merged with a wholly owned subsidiary of CenterPoint Energy. As a result of the merger, Texas Genco Holdings became a wholly owned subsidiary of CenterPoint Energy, and all of Texas Genco Holdings' publicly held shares (other than shares held by shareholders who validly perfect their dissenter's rights under Texas law) were converted into the right to receive $47 per share in cash without interest (the "Merger Consideration") and less any applicable withholding taxes. In connection with the merger, Texas Genco Holdings entered into a credit agreement (the "Overnight Bridge Loan") under which it borrowed approximately $716 million on December 14, 2004 to finance the payment of the aggregate Merger Consideration payable as a result of the merger. Texas Genco Holdings' shares ceased to be publicly traded as of the close of trading on December 14, 2004. The merger was part of the first step of the transaction announced in July 2004 in which Texas Genco LLC (formerly known as GC Power Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group, agreed to acquire Texas Genco Holdings for approximately $3.65 billion in cash. For additional information regarding the merger, please refer to the press release attached to this report as Exhibit 99.1, which press release is incorporated by reference herein. On December 15, 2004, Texas Genco Holdings completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Texas Genco Holdings used approximately $716 million of the cash proceeds from the sale to repay the Overnight Bridge Loan and distributed $2.231 billion, consisting of the balance of the cash proceeds from the sale and cash on hand, to CenterPoint Energy. CenterPoint Energy used the proceeds primarily to repay outstanding indebtedness. The sale completed the first step of the transaction referenced above. The second step of the transaction, the merger of Texas Genco Holdings with a subsidiary of Texas Genco LLC in exchange for an additional cash payment of $700 million, is expected to close during the first half of 2005, following receipt of approval from the Nuclear Regulatory Commission. For additional information regarding the sale, please refer to the press release attached to this report as Exhibit 99.2, which press release is incorporated by reference herein. ITEM 8.01 OTHER EVENTS. On November 23, 2004, Reliant Energy, Inc. paid $177 million to CenterPoint Energy, representing the "retail clawback" determined by the Public Utility Commission of Texas ("Texas Commission") in its True-Up Order issued in CenterPoint Energy's True-Up Proceeding. The electric restructuring legislation enacted by Texas in 1999 requires the Texas Commission to determine the retail clawback if the formerly integrated utility's affiliated retail electric provider retained more than 40 percent of its residential price-to-beat customers within the utility's service area as of January 1, 2004 (offset by new customers added outside the service territory). That retail clawback is a credit against the stranded costs the utility is entitled to recover. Under the terms of the Separation Agreement between Reliant Energy, Inc. and CenterPoint Energy, Reliant Energy, Inc. agreed to pay CenterPoint Energy the amount of the retail clawback determined by the Texas Commission. The payment was used by CenterPoint Energy to reduce outstanding indebtedness.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 10.1 First Amendment to the Amended and Restated Credit Agreement, dated as of December 10, 2004, among CenterPoint Energy, Inc. and the banks named therein. 99.1 Press Release dated December 14, 2004. 99.2 Press Release dated December 15, 2004.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTERPOINT ENERGY, INC. Date: December 16, 2004 By: /s/ James S. Brian ----------------------------------- James S. Brian Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX Exhibit Number Exhibit Description 10.1 First Amendment to the Amended and Restated Credit Agreement, dated as of December 10, 2004, among CenterPoint Energy, Inc. and the banks named therein. 99.1 Press Release dated December 14, 2004. 99.2 Press Release dated December 15, 2004.

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT, dated as of December 10, 2004 (this "Amendment"), to the $2,350,000,000 Amended and Restated Credit Agreement, dated as of October 7, 2003 (as heretofore amended, supplemented or otherwise modified, the "Credit Agreement"), among CENTERPOINT ENERGY, INC., a Texas corporation ("Borrower"), the banks and other financial institutions from time to time parties thereto (the "Banks"), CITIBANK, N.A., as syndication agent (in such capacity, the "Syndication Agent"), DEUTSCHE BANK AG NEW YORK BRANCH, CREDIT SUISSE FIRST BOSTON, BANK OF AMERICA, N.A., as co-documentation agents, (in such capacities, the "Co-Documentation Agent"), and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"). WITNESSETH: WHEREAS, the Borrower, the Banks, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent are parties to the Credit Agreement; WHEREAS, in connection with the acquisition of the outstanding Capital Stock of Texas Genco held by the public (the "Texas Genco Stock Purchase"), Texas Genco intends to obtain financing to consummate the Texas Genco Stock Purchase in an aggregate amount of up to $717,000,000 (the "Texas Genco Financing"); WHEREAS, the Borrower has requested that the Banks agree to amend certain provisions contained in the Credit Agreement to permit the Texas Genco Financing, and the Banks and the Administrative Agent are agreeable to such request upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to Section 1.1 of the Credit Agreement (Certain Defined Terms). Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical order as follows: "First Amendment" means the First Amendment to this Agreement dated as of December 10, 2004. "Texas Genco Financing" has the meaning specified in the First Amendment. 3. Amendments to Section 7.2 of the Credit Agreement (Negative Covenants). Section 7.2 of the Credit Agreement is hereby amended by:

(a) amending paragraph (b)(vi) thereof by adding after the phrase "(x) Texas Genco and/or it Subsidiaries" the following: "(to the extent that such entity is an indirect or direct Subsidiary of the Borrower)"; (b) amending paragraph (c) thereof by adding after the phrase "if, in the case of any Texas Genco Entity, Texas Genco or any other Wholly-Owned Subsidiary of" the following: "Texas Genco or any other Wholly-Owned Subsidiary of"; (c) amending paragraph (e) thereof by adding after the first reference to "the Texas Genco Stock" in clause (x)(ii) thereof the following: "or the Capital Stock of any Texas Genco Entity"; and (d) amending paragraph (h) thereof by: (i) adding after "Texas Genco or its Subsidiaries" the following: "(to the extent that such entity is an indirect or direct Subsidiary of the Borrower)"; and (ii) adding at the end of paragraph (h) the following: "plus the Texas Genco Financing so long as the Texas Genco Financing is repaid in full within fourteen calendar days after the Texas Genco Financing is incurred." 4. Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above upon satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received counterparts of this Amendment executed by Borrower and the Majority Banks in accordance with Section 10.1 of the Credit Agreement; and (b) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with this Amendment shall be in form and substance reasonably satisfactory to the Administrative Agent. 5. Reference to and Effect on the Loan Documents; Limited Effect. On and after the date hereof and the satisfaction of the conditions contained in Section 4 of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provisions of any of the Loan Documents. Except as expressly amended herein, all of the provisions and covenants of the Credit Agreement and the other Loan Documents are and shall continue to remain in full force and effect in accordance with the terms thereof and are hereby in all respects ratified and confirmed.

6. Representations and Warranties. The Borrower, as of the date hereof and after giving effect to this Amendment, hereby confirms, reaffirms and restates the representations and warranties made by it in Article VI of the Credit Agreement and otherwise in the Loan Documents to which it is a party (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date); provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment. 7. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Any executed counterpart delivered by facsimile transmission shall be effective as an original for all purposes hereof. The execution and delivery of this Amendment by any Bank shall be binding upon each of its successors and assigns (including Transferees of its Commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its Commitments and Loans, including any acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above. CENTERPOINT ENERGY, INC. By: /s/ Marc Kilbride ------------------------------------ Name: Marc Kilbride Title: Vice President & Treasurer JPMORGAN CHASE BANK, as Administrative Agent and as a Bank By: /s/ Robert Traband ------------------------------------ Name: Robert Traband Title: Vice President CITIBANK, N.A., as Syndication Agent and as a Bank By: /s/ Sandip Sen ------------------------------------ Name: Sandip Sen Title: Managing Director

Signature Page First Amendment to CenterPoint Credit Agreement ABN AMRO BANK N.V., as a Bank By: /s/ R. Scott Donaldson ------------------------------------ Name: R. Scott Donaldson Title: Vice President By: /s/ Stephanie B. Casas ------------------------------------ Name: Stephanie B. Casas Title: Vice President AIB DEBT MANAGEMENT LIMITED, as a Bank By: /s/ Aidan Lanigan ------------------------------------ Name: Aidan Lanigan Title: Vice President By: /s/ Vaughn Buck ------------------------------------ Name: Vaughn Buck Title: Senior Vice President AIM FLOATING RATE FUND, as Sub-Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory

APEX (Trimaron) CDO I, LTD, as a Bank By: Trimaron Advisors L.L.C. By: /s/ David M. Millison ------------------------------------ Name: David M. Millison Title: Managing Director Atrium CDO, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory AVALON CAPITAL LTD. By: INESCO Senior Secured management, Inc., as Portfolio Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INESCO Senior Secured management, Inc., as Portfolio Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory Bank of America, N.A., as a Bank By: /s/ Daryl Patterson ------------------------------------ Name: Daryl Patterson Title: Senior Vice President

Barclays Bank PLC, as a Bank By: /s/ Sydney G. Dennis ------------------------------------ Name: Sydney G. Dennis Title: Director Big Sky III Senior Loan Trust By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: /s/ Jonathan R. Insull ------------------------------------ Name: Jonathan R. Insull Title: Managing Director SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL I-INGOTS, LTD., as Term Lender By: /s/ Timothy Barnes ------------------------------------ Name: Timothy Barnes Title: Senior Vice President

SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL II-INGOTS, LTD., as Term Lender By: /s/ Timothy Barnes ------------------------------------ Name: Timothy Barnes Title: Senior Vice President SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL III CLO, LTD., as Term Lender By: /s/ Timothy Barnes ------------------------------------ Name: Timothy Barnes Title: Senior Vice President CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory CSAM Funding I, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory

CSAM Funding II, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory CSAM Funding III, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory CSAM Funding IV, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory CELERITY CLO LIMITED By: TCW Advisors Inc., as Agent By: /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ------------------------------------ Name: Jonathan R. Insull Title: Managing Director

COSTANTINUS EATON VANCE CDO V By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as a Bank By: /s/ S. William Fox ------------------------------------ Name: S. William Fox Title: Director By: /s/ David J. Dodd ------------------------------------ Name: David J. Dodd Title: Associate DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank By: /s/ Richard Henshall ------------------------------------ Name: Richard Henshall Title: Director By: /s/ Joel Makowsky ------------------------------------ Name: Joel Makowsky Title: Director

DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE VT FLOATING RATE INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President

EATON VANCE SENIOR FLOATING RATE TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE FLOATING RATE INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President

EATON VANCE CDO VI LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President ELF FUNDING TRUST I, as a Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager EMERALD ORCHARD LIMITED By: /s/ Masood Fikree ------------------------------------ Name: Masood Fikree Title: Attorney In-Fact Erste Bank Der Oesterreichischen Sparkassen AG, as a Bank By: /s/ Bryan J. Lynch ------------------------------------ Name: Bryan J. Lynch Title: First Vice President By: /s/ Patrick W. Kunkel ------------------------------------ Name: Patrick W. Kunkel Title: Director, Erste Bank New York Branch

FIRST 2004-II CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ------------------------------------ Name: Jonathan R. Insull Title: Managing Director First Dominion Funding II, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory First Dominion Funding III, as a Bank By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND, as a Lender By: /s/ Steven Columbaro ------------------------------------ Name: Steven Columbaro Title: Vice President

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II, as a Lender By: /s/ Steven Columbaro ------------------------------------ Name: Steven Columbaro Title: Vice President FORTRESS PORTFOLIO TRUST, as a Lender By: /s/ Steven Columbaro ------------------------------------ Name: Steven Columbaro Title: Vice President FOXE BASIN CLO 2003, LTD. By: Royal Bank of Canada as Collateral Manager By: /s/ Melissa Morano ------------------------------------ Name: Melissa Morano Title: Authorized Signatory Franklin Floating Rate Trust, as a Bank Franklin Floating Rate Master Series, as a Bank Franklin Floating Rate Daily Access Fund, as a Bank Franklin Templeton Duration Income Trust, as a Bank By: /s/ Richard Hsu ------------------------------------ Name: Richard Hsu Title: Vice President

GLENEAGLES TRADING LLC, as a Bank By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President GRAYSON & CO By: Boston Management and Research, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Harch CLO I, Ltd., as a Lender By: /s/ Michael E. Lewitt ------------------------------------ Name: Michael E. Lewitt Title: Authorized Signatory HCM US LOANS MAC 43 LTD., as a Lender By: Highland Capital Management, L.P. as Attorney-in-Fact By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager

Hamilton CDO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner HARBOUR TOWN FUNDING LLC, as a Bank By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President HIGHLAND FLOATING RATE ADVANCE FUND (f/k/a/ Columbia Floating Rate Advantage Fund), as a Lender By: Highland Capital Management, L.P. its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY (f/k/a/ Columbia Floating Rate Limited Liability Company), as a Lender By: Highland Capital Management, L.P. its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager

Indosuez Capital Funding VI Limited By: Lyon Capital Management LLC as Collateral Manager By: /s/ Alexander B. Kenna ------------------------------------ Name: Alexander B. Kenna Title: Portfolio Manager INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (main office Chicago)) By: /s/ Robert W. Traband ------------------------------------ Name: Robert W. Traband Title: Vice President KC CLO I LIMITED, as a Bank By: /s/ MA ------------------------------------ Name: Title: By: /s/ MEF ------------------------------------ Name: Title:

RESTORATION FUNDING CLO LTD., as a Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager RIVERA FUNDING LLC, as a Bank By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President SAGAMORE CLO LTD. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc., as Asset Manager By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory

SAWGRASS TRADING LLC, as a Bank By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President SECURITY BENEFIT LIFE INSURANCE COMPANY, as a Lender By: /s/ Steven Columbaro ------------------------------------ Name: Steven Columbaro Title: Vice President SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES, as a Lender By: /s/ Steven Columbaro ------------------------------------ Name: Steven Columbaro Title: Vice President SEMINOLE FUNDING LLC, as a Bank By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Bothoff ------------------------------------ Name: Michael B. Bothoff Title: Vice President

SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory Stanfield Arbitrage CDO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner Stanfield Carrera CLO, Ltd. By: Stanfield Capital Partners LLC, as its Asset Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner Stanfield Quattro CLO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner

Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner STANWICH LOAN FUNDING LLC, as a Bank By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ------------------------------------ Name: Jonathan R. Insull Title: Managing Director TOLLI & CO. By: EATON VANCE MANAGEMENT, as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President

TORONTO DOMINION (NEW YORK), LLC By: /s/ Masood Fikree ------------------------------------ Name: Masood Fikree Title: Authorized Signatory VELOCITY CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ------------------------------------ Name: Jonathan R. Insull Title: Managing Director Wachovia Bank, NA, as a Bank By: /s/ Rotcher Watkins ------------------------------------ Name: Rotcher Watkins Title: Managing Director Windsor Loan Funding, Limited By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner

LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A. By: TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC By: /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ------------------------------------ Name: Jonathan R. Insull Title: Managing Director LOAN FUNDING IV LLC, as a Lender By: Highland Capital Management, L.P. as Portfolio Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manger LOAN FUNDING VII LLC, as a Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager

LOAN FUNDING IX LLC By: INVESCO Senior Secured Management, Inc. as Portfolio Manager By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND, as a Lender By: /s/ Steven Columbaro ------------------------------------ Name: Steven Columbaro Title: Vice President Merrill Lynch Capital Corp. By: /s/ Carol J.F. Feeley ------------------------------------ Name: Carol J.F. Feeley Title: Vice President THE NORINCHUKIN BANK, NEW YORK BRANCH through State Street Bank and Trust Company N.A., as Fiduciary Custodian By: Eaton Vance Management, Attorney-in-fact By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President

The Bank of Nova Scotia, as a Bank By: /s/ Thane Rattew ------------------------------------ Name: Thane Rattew Title: Managing Director PAMCO CAYMAN LTD., as a Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager By: PPM America, Inc., as Attorney-in-fact, on behalf of Jackson National Life Insurance Company By: /s/ David C. Wyman ------------------------------------ Name: David C. Wyman Title: Managing Director PPM SHADOW CREEK FUNDING LLC By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Assistant Vice President PPM SPYGLASS FUNDING TRUST By: /s/ Diana M. Himes ------------------------------------ Name: Diana M. Himes Title: Authorized Agent

SANKATY ADVISORS, LLC, as Collateral Manager FOR RACE POINT CLO, LIMITED, as Term Lender By: /s/ Timothy Barnes ------------------------------------ Name Timothy Barnes Title: Senior Vice President SANKATY ADVISORS, LLC, as Collateral Manager FOR RACE POINT CLO II, LIMITED, as Term Lender By: /s/ Timothy Barnes ------------------------------------ Name Timothy Barnes Title: Senior Vice President

ACKNOWLEDGEMENT AND CONSENT Dated as of December 10, 2004 The undersigned does hereby (a) consent, acknowledge and agree to the transactions described in the foregoing First Amendment and (b) after giving effect to such First Amendment, (i) confirms, reaffirms and restates the representations and warranties made by it in each Loan Document to which it is a party (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date), (ii) ratifies and confirms the Pledge Agreement and (iii) confirms and agrees that the Pledge Agreement is, and shall continue to be, in full force and effect, with the Collateral described therein securing, and continuing to secure, the payment of all obligations of the undersigned referred to therein; provided that each reference to the Credit Agreement therein and in each of the other Credit Documents shall be deemed to be a reference to the Credit Agreement after giving effect to such First Amendment. UNITY HOLDING, LLC By: /s/ Patricia F. Genzel ------------------------------------ Name: Patricia F. Genzel Title: President

EXHIBIT 99.1 [CENTERPOINT ENERGY LOGO] For CNP information, contact: MEDIA: LETICIA LOWE [TEXAS GENCO LOGO] Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 For Texas Genco LLC information, contact: JOE HOUSEHOLDER FOR IMMEDIATE RELEASE Phone 713.945.3523 Page 1 of 1 TEXAS GENCO'S PUBLICLY HELD SHARES CONVERTED INTO $47 PER SHARE TGN stock will cease trading at market close today HOUSTON - DECEMBER 14, 2004 - CenterPoint Energy, Inc. (NYSE: CNP) and Texas Genco Holdings, Inc. (NYSE: TGN) today announced the closing of Texas Genco Holdings' merger with a wholly owned subsidiary of CenterPoint Energy. As a result of the merger, Texas Genco Holdings' publicly held shares have been converted into the right to receive $47 per share in cash without interest and less any applicable withholding taxes. Following the close of trading today, Texas Genco Holdings' shares will no longer be publicly traded. The merger is part of the first step of the transaction announced in July in which Texas Genco LLC, formerly known as GC Power Acquisition LLC, will acquire CenterPoint Energy's wholesale electric power generation company for about $3.65 billion in cash. Texas Genco LLC is owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group. The final portion of this step is to be completed December 15, 2004, when Texas Genco Holdings will sell its subsidiary that owns its coal, lignite and gas-fired generation plants to Texas Genco LLC for $2.813 billion in cash. Cash proceeds to CenterPoint Energy from this step, after payment of the $47 per share to the public shareholders, will be $2.231 billion. The second step of the transaction is expected to take place in the first half of 2005 following receipt of approval by the Nuclear Regulatory Commission. Texas Genco LLC will acquire Texas Genco Holdings, Inc., whose principal remaining asset will be its ownership interest in the South Texas Project nuclear generating facility, for $700 million. Total cash proceeds to CenterPoint Energy from both steps of the transaction are expected to be approximately $2.931 billion, representing a price to CenterPoint Energy of $45.25 per share for its ownership interest in Texas Genco Holdings. For more information regarding these transactions, please refer to Texas Genco Holdings' information statement on Schedule 14C dated November 12, 2004, which can be found on both the Securities and Exchange Commission's Internet site located at http://www.sec.gov and on Texas Genco Holdings' Internet site located at http://www.txgenco.com. Any questions about the payment of the merger consideration should be directed to 800.231.6406. -more-

EXHIBIT 99.2 [CENTERPOINT ENERGY LOGO] For more information, contact: MEDIA: FLOYD LEBLANC Phone 713.207.7125 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 1 CENTERPOINT ENERGY COMPLETES SALE OF FOSSIL GENERATION Proceeds of $2.231 billion will be used primarily to pay down debt HOUSTON - DECEMBER 15, 2004 - CenterPoint Energy, Inc. (NYSE: CNP) announced today that its subsidiary Texas Genco Holdings, Inc. completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC, formerly known as GC Power Acquisition LLC. In this first step of a two-step transaction, CenterPoint Energy received cash proceeds from the sale of $2.231 billion. CenterPoint Energy intends to use the proceeds primarily to repay outstanding indebtedness. This sale completes the first step of the transaction announced in July in which Texas Genco LLC will acquire CenterPoint Energy's wholesale electric power generation company. Texas Genco LLC is owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group. "The sale enables CenterPoint Energy to reduce its debt and concentrate on its energy delivery businesses," said David M. McClanahan, president and chief executive officer of CenterPoint Energy. "Of course it's hard for us at CenterPoint Energy to let go of a business that has been a part of our company for so many years. But under the plan we developed in response to the 1999 Texas electric restructuring law, it is time for CenterPoint Energy to take this step." In the second step of the transaction, Texas Genco LLC will acquire Texas Genco Holdings for an additional cash payment of $700 million. At that time Texas Genco Holdings' principal remaining asset will be its ownership interest in the South Texas Project nuclear generating facility. That step is expected to take place in the first half of 2005 following receipt of approval by the Nuclear Regulatory Commission. Total cash proceeds to CenterPoint Energy from both steps of the transaction are expected to be approximately $2.931 billion, representing a price to CenterPoint Energy of $45.25 per share for its ownership interest in Texas Genco Holdings. CenterPoint Energy was advised on the transaction by Citigroup Global Markets Inc., Baker Botts L.L.P. and Day, Berry & Howard LLP. The special committee of independent directors of Texas Genco Holdings was advised by RBC Capital Markets Corporation and Haynes and Boone, LLP. Texas Genco LLC was -more-

EXHIBIT 99.2 [CENTERPOINT ENERGY LOGO] For more information, contact: MEDIA: FLOYD LEBLANC Phone 713.207.7125 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 2 of 2 advised by Goldman Sachs, Deutsche Bank and Morgan Stanley and the law firms Simpson Thacher & Bartlett LLP, Stroock & Stroock & Lavan LLP, Vinson & Elkins LLP and Balch & Bingham LLP. This news release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this news release regarding future events and other statements that are not historical facts are forward-looking statements. Factors that could affect actual results include the satisfaction of certain closing conditions relating to the future transactions described in this release, the timing and impact of future regulatory decisions, and other factors discussed in CenterPoint Energy's and Texas Genco Holdings' Form 10-Ks for the period ended December 31, 2003, Form 10-Qs for the periods ended March 31, 2004, June 30, 2004, and September 30, 2004 and other filings with the Securities and Exchange Commission. ###