Exhibit 10.2





Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




This REGISTRATION RIGHTS AGREEMENT dated October 4, 2010 (the “Agreement”) is entered
into by and among RRI Energy, Inc. (the “Company,” to be renamed GenOn Energy, Inc.), a
Delaware corporation, and J.P. Morgan Securities LLC (“J.P. Morgan”), Credit Suisse
Securities (USA) LLC (“Credit Suisse”), Deutsche Bank Securities Inc. (“Deutsche
Bank”), Goldman, Sachs & Co. (“Goldman Sachs”), Morgan Stanley & Co. Incorporated
(“Morgan Stanley”), RBC Capital Markets Corporation (“RBC”) and RBS Securities Inc.
(“RBS” and, together with J.P. Morgan, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan
Stanley and RBC, the “Initial Purchasers”).



The Company, GenOn Escrow Corp., a Delaware corporation (“Escrow Issuer”), Mirant
Corporation, a Delaware corporation (“Mirant”), and the Initial Purchasers are parties to
the Purchase Agreement (the “Purchase Agreement”) dated September 20, 2010, which provides
for the sale by Escrow Issuer to the Initial Purchasers of (i) $675,000,000 aggregate principal
amount of Escrow Issuer’s 9.500% Senior Notes due 2018 (the “2018 Securities”) and (ii)
$550,000,000 aggregate principal amount of Escrow Issuer’s 9.875% Senior Notes due 2020 (the
“2020 Securities” and, together with the 2018 Securities, the “Securities”).



The Securities are being issued in connection with a proposed merger of RRI Energy Holdings,
Inc., a direct wholly-owned subsidiary of the Company, with and into Mirant, with Mirant continuing
as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”).
The Securities will be initially issued by Escrow Issuer pursuant to the Indenture, dated as of the
date hereof, and as the same may be amended from time to time in accordance with the terms thereof
(the “Indenture”), between Escrow Issuer and Wilmington Trust Company, as trustee
(“Trustee”). Escrow Issuer will merge with and into the Company, with the Company as the
surviving entity (the “Escrow Merger”) concurrently with the completion of the Merger and
the Refinancing Transactions (as defined in the Purchase Agreement). Upon consummation of the
Escrow Merger, the Company will assume all of the obligations of Escrow Issuer, including the
Securities.



As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.




In consideration of the foregoing, the parties hereto agree as follows:



1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



“Additional Interest” shall have the meaning set forth in Section 2(d).


 


 









 





“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



“Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




“Escrow Issuer” shall have the meaning set forth in the preamble.




“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.




“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.



“Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein.



“Exchange Securities” shall mean senior notes issued by the Company under the Indenture
containing terms identical to the Securities (except that the Exchange Securities will not be
subject to restrictions on transfer or to any increase in interest rate for failure to comply with
this Agreement) and to be offered to Holders of Registrable Securities in exchange for Securities
pursuant to the Exchange Offer.



“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.



“Holders” shall mean the Initial Purchasers, for so long as they directly own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of
Section 4 and Section 5 of this Agreement, the term “Holders” shall include Participating
Broker-Dealers.




“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.


 


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“Indenture” shall have the meaning set forth in the preamble.




“Initial Purchasers” shall have the meaning set forth in the preamble.




“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.




“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.




“J.P. Morgan” shall have the meaning set forth in the preamble.



“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue any
additional Securities under the Indenture prior to consummation of the Exchange Offer or, if
applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and
the Registrable Securities to which this Agreement relates shall be treated together as one class
for purposes of determining whether the consent or approval of Holders of a specified percentage of
Registrable Securities has been obtained.



“Notice and Questionnaire” shall mean a notice of registration statement and selling security
holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from
such Holder.




“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



“Participating Holder” shall mean any Holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b)
hereof.



“Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations
of the Securities Act, deemed a part of, a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including any document incorporated by reference
therein.



“Purchase Agreement” shall have the meaning set forth in the preamble.


 


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“Registrable Securities” shall mean the Securities; provided that the Securities shall
cease to be Registrable Securities (i) when a Registration Statement with respect to such
Securities has become effective under the Securities Act and such Securities have been exchanged or
disposed of pursuant to such Registration Statement, (ii) when such Securities are sold pursuant to
Rule 144 under the Securities Act, (iii) when such Securities cease to be outstanding, (iv) if,
when the Exchange Offer is consummated, on or after the Exchange Date with respect to Holders that
are eligible to participate in the Exchange Offer but fail to tender such Securities in the
Exchange Offer or (v) on October 4, 2012.



“Registration Default” shall mean the occurrence of any of the following: (i) the Exchange
Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become
effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf
Request pursuant to Section 2(b)(ii), the Shelf Registration Statement required to be filed thereby
has not become effective by the later of (a) the Target Registration Date and (b) 90 days after
delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this
Agreement, has become effective and thereafter either ceases to be effective or the Prospectus
contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at
any time during the Shelf Effectiveness Period, and such failure to remain effective or usable
exists for more than 30 days (whether or not consecutive) in any 12-month period or (v) the Shelf
Registration Statement, if required by this Agreement, has become effective and thereafter, on more
than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf
Registration Statement ceases to be effective or the Prospectus contained therein ceases to be
usable, in each case whether or not permitted by this Agreement; provided that the
suspension of a Registration Statement pursuant to notices provided by the Company in accordance
with Section 3(d) hereof shall not constitute or trigger a Registration Default.



“Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock
exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees
and expenses incurred in connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii)
all expenses of any Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or supplements thereto,
any underwriting agreements or other similar agreements and any other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable securities laws, (vi)
the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of
counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and
disbursements of one counsel for the Holders (which counsel shall be a nationally recognized law
firm experienced in securities law matters and which shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent registered public accountants of the Company,
including the expenses of any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and expenses of counsel to
the Underwriters or the Holders (other than fees and expenses set forth in clauses (ii) or (vii)
above) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities by a Holder.


 


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“Registration Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement
and all amendments and supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.




“SEC” shall mean the United States Securities and Exchange Commission.




“Securities” shall have the meaning set forth in the preamble.




“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.




“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.




“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company that
covers all or a portion of the Registrable Securities (but no other securities unless approved by a
majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration
Statement to the extent such Shelf Registration Statement is not an automatic Shelf Registration
Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
For the avoidance of doubt, “Shelf Registration Statement” shall include any previously filed
registration statement of the Company that is amended or supplemented to satisfy the foregoing.




“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.




“Staff” shall mean the staff of the SEC.



“Target Registration Date” shall mean 360 days after October 4, 2010 (or if such date is not a
Business Date, the next succeeding Business Day.


 


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“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.




“Trustee” shall mean the trustee with respect to the Securities under the Indenture.




“Underwriter” shall have the meaning set forth in Section 3(e) hereof.



“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company shall use commercially
reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an
offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii)
have such Registration Statement become and remain effective until 180 days after the last Exchange
Date for use by one or more Participating Broker-Dealers. The Company shall commence the Exchange
Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and
use commercially reasonable efforts to complete the Exchange Offer not later than 60 days after
such effective date.



The Company shall commence the Exchange Offer by mailing or delivering the related Prospectus,
appropriate letters of transmittal and other accompanying documents, if any, in compliance with the
applicable procedures of the depositary holding the Securities stating, in addition to such other
disclosures as are required by applicable law, substantially the following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;






	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date the Exchange Offer is commenced) (the “Exchange Dates”);






	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as otherwise specified
herein;






	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) and in the manner specified in the notice, or
(B) effect such exchange otherwise in compliance with the applicable procedures of the
depositary for such Registrable Security, in each case prior to the close of business on the
last Exchange Date; and




 


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	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) delivering to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice, facsimile
transmission or letter setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange and a statement that such Holder is withdrawing
its election to have such Securities exchanged or (B) effecting such withdrawal in compliance
with the applicable procedures of the depositary for the Registrable Securities.





As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company that (i) any Exchange Securities to be received by it will be acquired in the
ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has
no arrangement or understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the
Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Company and (iv) if such Holder is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Registrable Securities that were acquired as a
result of market-making or other trading activities, then such Holder will deliver a Prospectus
(or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with
any resale of such Exchange Securities.




As soon as practicable after the last Exchange Date, the Company shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and






	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities tendered by such Holder.





The Company shall use commercially reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate any applicable law or applicable interpretations of the Staff.



(b) In the event that (i) the Company determines that the Exchange Offer Registration provided
for in Section 2(a) hereof is not available or may not be completed as soon as practicable after
the last Exchange Date because it would violate any applicable law or applicable interpretations of
the Staff, (ii) after the filing of the Exchange Offer Registration Statement with the SEC, upon
receipt of a written request (a “Shelf Request”) from any Initial Purchaser or Holder
representing that it holds Registrable Securities that is prohibited by applicable law or SEC
policy from
participating in the Exchange Offer to be exchanged in the Exchange Offer, the Company shall
use commercially reasonable efforts to cause to be filed as soon as practicable after such
determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf
Registration Statement become effective; provided that no Holder will be entitled to have
any Registrable Securities included in any Shelf Registration Statement, or entitled to use the
prospectus forming a part of such Shelf Registration Statement, until such Holder shall have
delivered a completed and signed Notice and Questionnaire and provided such other information
regarding such Holder to the Company as is contemplated by Section 3(b) hereof.


 


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In the event that the Company is required to file a Shelf Registration Statement pursuant to
clause (ii) of the preceding sentence, the Company shall use commercially reasonable efforts to
file and have become effective both an Exchange Offer Registration Statement pursuant to
Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement
(which may be a combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by Participating Holders after
completion of the Exchange Offer.



The Company agrees to use commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective until the earlier of (x) the first anniversary of the date the
Shelf Registration Statement is declared by the SEC or otherwise became effective and (y) the
Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The
Company further agrees to supplement or amend the Shelf Registration Statement and the related
Prospectus if required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder or if reasonably requested in writing pursuant to the notice
provision hereof by a Holder of Registrable Securities with respect to information relating to such
Holder prior to the end of the Shelf Effectiveness Period, and to use commercially reasonable
efforts to cause any such amendment to become effective, if required, and such Shelf Registration
Statement and Prospectus to become usable as soon as thereafter practicable. The Company agrees to
furnish to the Participating Holders copies of any such supplement or amendment promptly after its
being used or filed with the SEC.



(c) The Company shall pay all Registration Expenses in connection with any registration
pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts
and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.



(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC or otherwise
becomes effective pursuant to SEC rules. A Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared effective by the SEC
or is automatically effective upon filing
with the SEC as provided by Rule 462 under the Securities Act or otherwise becomes effective
pursuant to SEC rules.


 


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If a Registration Default occurs, the interest rate on the applicable Registrable Securities
will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day
immediately following the day such Registration Default occurred and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period, in each case until and including the date such
Registration Default ends, up to a maximum increase of 1.00% per annum (collectively, the
“Additional Interest”). A Registration Default ends when the Securities cease to be Registrable
Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the
definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default
under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement
becomes effective or (3) in the case of a Registration Default under clause (iv) of the definition
thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again
becomes usable. Notwithstanding the foregoing, (i) the Company shall in no event be required to
pay additional interest in excess of the amount described above because more than one Registration
Default has occurred and is pending and (ii) a Holder of Registrable Securities who is not entitled
to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with
respect to a Registration Default that pertains to a Registration Default relating to such Shelf
Registration Statement.



(e) Any amounts paid pursuant to Section 2(d) above shall be paid in cash semi-annually in
arrears, with the first semi-annual payment due on the first date a interest payment is made
pursuant to the Indenture following the date of such Registration Default.



(f) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company acknowledges that any failure by the Company to comply with its obligations under
Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required to specifically
enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.



(g) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing
Prospectus.


 


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3. Registration Procedures. (a) In connection with its obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company shall in accordance with the terms of this
Agreement:



(i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company, (y)
shall, in the case of a Shelf Registration, be available for the sale of the Registrable
Securities by the Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the SEC to be
filed therewith; and use commercially reasonable efforts to cause such Registration Statement to
become effective and remain effective for the applicable period in accordance with Section 2
hereof;



(ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective (subject
to the provisions of Section 3(d) hereof) for the applicable period in accordance with Section 2
hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as
so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities
Act that is applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;



(iii) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel
for the Initial Purchasers, to counsel for such Participating Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such
Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale
or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof,
the Company consents to the use of such Prospectus or preliminary prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the Holders of Registrable
Securities and any such Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus or preliminary prospectus or
any amendment or supplement thereto in accordance with applicable law;



(iv) use commercially reasonable efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as any Holder of
Registrable Securities covered by a Registration Statement shall reasonably request in writing by
the time the applicable Registration Statement becomes effective; cooperate with such Holders in
connection with any filings required to be made with the Financial Industry Regulatory Authority;
and do any and all other acts and things that may be reasonably necessary or advisable to enable
each Holder to complete the disposition in each such jurisdiction of the Registrable Securities
owned by such Holder; provided that the Company shall not be required to (1) qualify as a
foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any general consent to service of process
in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so
subject;


 


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(v) notify counsel for the Initial Purchasers (such counsel being the counsel on the date of
the Agreement unless the Initial Purchasers notify the Company in writing
otherwise) and, in the case of a Shelf Registration, notify each Participating Holder and
counsel for such Participating Holders promptly and, if requested by any such Participating Holder
or counsel, confirm such advice in writing promptly (1) when a Registration Statement has become
effective, when any post-effective amendment thereto has been filed and becomes effective and when
any amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any
state securities authority for amendments and supplements to a Registration Statement or Prospectus
or for additional information, in each case after the Registration Statement has become effective,
(3) of the issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf
Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and
the closing of any sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to an offering of such Registrable Securities cease to be
true and correct in all material respects or if the Company receives any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (5) of the happening of any event during the
period a Registration Statement is effective that makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or that requires the making of
any changes in such Registration Statement or Prospectus in order to make the statements therein
not misleading and (6) of any determination by the Company that a post-effective amendment to a
Registration Statement or any amendment or supplement to the Prospectus would be appropriate;



(vi) use commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such
Shelf Registration Statement on the proper form, at the earliest possible moment and provide prompt
notice to each Participating Holder of the withdrawal of any such order or such resolution;



(vii) in the case of a Shelf Registration, furnish to each Participating Holder, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment
thereto (without any documents incorporated therein by reference or exhibits thereto, unless
reasonably requested), in each case, if not available on EDGAR;



(viii) in the case of a Shelf Registration, unless the Registrable Securities are in
book-entry or global certificate only form, cooperate (if applicable) with the Participating
Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as such Participating Holders
may reasonably request at least two Business Days prior to the closing of any sale of
Registrable Securities;


 


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(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(v)(5) hereof, use commercially reasonable efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of
the Registrable Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company shall notify (it being
understood and agreed that no such notice or any notice under Section 3(a)(v)(5) shall include any
material non-public information with respect to the relevant event) the Participating Holders to
suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and
such Participating Holders hereby agree to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission; provided
that the Company shall not be required to take any action pursuant this Section 3(a)(ix) during any
suspension period pursuant to Section 3(d) hereof;



(x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document
that is to be incorporated by reference into a Registration Statement or a Prospectus after initial
filing of a Registration Statement (except for current reports filed on Form 8-K filed in the
ordinary course of business), provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable
Securities and their counsel to the extent that the Company has been provided with contact
information for such counsel) and make such of the representatives of the Company as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Participating Holders or their counsel) available for discussion of
such document at reasonable times and upon reasonable notice; and the Company shall not, at any
time after initial filing of a Registration Statement, use or file any Prospectus, any amendment of
or supplement to a Registration Statement or a Prospectus, or any document that is to be
incorporated by reference into a Registration Statement or a Prospectus, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities and their counsel) shall not have previously been advised and furnished a
copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities or their counsel) shall reasonably object;



(xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities in the case
of a Shelf Registration, as the case may be, not later than the initial effective date of a
Registration Statement;


 


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(xii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; provide
cooperation with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



(xiii) in the case of a Shelf Registration, make available for inspection by a representative
of the Participating Holders (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated
by a majority of the Participating Holders and any attorneys and accountants designated by such
Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other
records, documents and properties of the Company and its subsidiaries, and cause the respective
officers, directors and employees of the Company to supply all information reasonably requested by
any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration
Statement in each case, as is customary for similar “due diligence” examinations of underwritten
offerings; provided that if any such information is identified by the Company as being
confidential or proprietary, each Person receiving such information shall take such actions as are
reasonably necessary to protect the confidentiality of such information to the extent such action
is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests
of any Inspector, Holder or Underwriter;



(xiv) in the case of a Shelf Registration, use its commercially reasonable efforts to cause
all Registrable Securities to be listed on any securities exchange or any automated quotation
system on which similar securities issued are then listed if requested by the Majority Holders, to
the extent such Registrable Securities satisfy applicable listing requirements;



(xv) if reasonably requested by any Participating Holder covered by a Shelf Registration
Statement pursuant to Section 2(b) hereof, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Participating Holder as such
Participating Holder reasonably requests to be included therein and make all required filings of
such Prospectus supplement or such post-effective amendment as soon as the Company has received
notification of the matters to be so included in such filing; and


 


13









 





(xvi) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Participating Holders
of a majority in principal amount of the Registrable Securities covered by the Shelf Registration
Statement) in order to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent
possible, make such representations and warranties to the Participating Holders and any
Underwriters of such Registrable
Securities with respect to the business of the Company and its subsidiaries and the
Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated
by reference, if any, in each case, in form, substance and scope as are customarily made by issuers
to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain
opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall
be reasonably satisfactory to the Participating Holders and such Underwriters and their respective
counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering
the matters customarily covered in opinions requested in underwritten offerings, (3) obtain
“comfort” letters from the independent registered public accountants of the Company (and, if
necessary, any other independent registered public accountant of any subsidiary of the Company, or
of any business acquired by the Company for which financial statements and financial data are or
are required to be included in the Registration Statement) addressed to each Participating Holder
(to the extent permitted by applicable professional standards) and Underwriter of Registrable
Securities, such letters to be in customary form and covering matters of the type customarily
covered in “comfort” letters in connection with underwritten offerings, including but not limited
to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such
documents and certificates as may be reasonably requested by the Participating Holders of a
majority in principal amount of the Registrable Securities being sold or the Underwriters, and
which are customarily delivered in underwritten offerings, to evidence the continued validity of
the representations and warranties of the Company made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in an underwriting agreement; it being agreed
that the representations and warranties, opinions of counsel and comfort letters delivered in
connection with the initial offering of the Securities, including in connection with the release of
the escrow as provided by the Escrow and Security Agreement among Escrow Issuer, the Company,
Mirant, the Trustee, Deutsche Bank Trust Company Americas, as securities intermediary, bank and
escrow agent and the Initial Purchasers, are customary.



(b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company may from time to
time reasonably request in writing; provided that if a Holder fails to provide the
requested information within 20 Business Days after receiving such request, the Company may exclude
such Holder’s Registrable Securities from such Shelf Registration Statement.



(c) Each Participating Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(a)(v)(3), Section 3(a)(v)(4) or Section
3(a)(v)(5) hereof, such Person will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Person’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by
the Company, such Person will deliver to the Company all copies in its possession, other than
permanent file copies then in such Person’s possession, of the Prospectus covering such Registrable
Securities that is current at the time of receipt of such notice.


 


14









 





(d) If the Company shall give any notice to suspend the disposition of Registrable Securities
pursuant to a Registration Statement pursuant to this Section 3(d), the Company shall extend the
period during which such Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of the giving of such
notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus necessary to resume such dispositions.
The Company may give any such notice only twice during any 365-day period and any such suspensions
shall not exceed 30 days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.



(e) The Participating Holders who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks
and manager or managers (each an “Underwriter”) that will administer the offering will be
selected by the Holders of a majority in principal amount of the Registrable Securities included in
such offering, subject to the approval of the Company, which approval shall not be unreasonably
withheld.



4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed
to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange
Securities.



The Company understands that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to
the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery
obligation under the Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


15









 





(b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration
Statement for a period of up to 180 days after the last Exchange Date (as such period may be
extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of
any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above.
The Company further agrees that Participating Broker-Dealers shall be authorized to deliver
such Prospectus (or, to the extent permitted by law, make available) during such period in
connection with the resales contemplated by this Section 4.



(c) The Initial Purchasers shall have no liability to the Company or any Holder with respect
to any request that they may make pursuant to Section 4(b) hereof.



5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, legal fees and
other expenses reasonably incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are
based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein not misleading,
or (2) any untrue statement or alleged untrue statement of a material fact contained in any
Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer
information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d)
under the Securities Act, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, in each case except insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any information relating to any
Initial Purchaser or information relating to any Holder furnished to the Company in writing through
J.P. Morgan or any selling Holder, respectively, expressly for use therein. In connection with any
Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders, if requested in connection with any Registration
Statement, any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any
Issuer Information.



(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Initial Purchasers and the other selling Holders, the directors of the Company, each officer of
the Company who signed the Registration Statement and each Person, if any, who controls the
Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company in writing by such Holder expressly for use
in any Registration Statement and any Prospectus.


 


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(c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified
Person”) shall promptly notify the Person against whom such indemnification may be sought (the
“Indemnifying Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further, that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it may have to an
Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall
be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying
Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall
pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such
counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a
reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded that there may be legal defenses available to it
that are different from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. It is
understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such
fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by J.P. Morgan, (y) for any other Holder, its directors
and officers and any control Persons of such Holder shall be designated in writing by the Majority
Holders (other than any Initial Purchaser) and (z) in all other cases shall be designated in
writing by the Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought hereunder by
such Indemnified Person, unless such settlement (A) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from
all liability on claims that are the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.


 


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(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company from the
offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act, on the other hand,
or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company on the one hand and the Holders on the other in
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or by the
Holders and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.



(e) The Company and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Person in connection
with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall
a Holder be required to contribute any amount in excess of the amount by which the total price at
which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to
contribute pursuant to this Section 5 are several and not joint.


 


18









 





(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



(g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the officers
or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.




6. General.



(a) No Inconsistent Agreements. The Company represents, warrants and agrees that (i) the
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of any other outstanding securities issued or guaranteed by
the Company under any other agreement and (ii) the Company has not entered into, or on or after the
date of this Agreement will not enter into, any agreement that is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.



(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.



(c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail, telecopier/facsimile, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set
forth in the Purchase Agreement; (ii) if to the Company, initially at the Company’s address set
forth in the Purchase Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to such other persons at their
respective addresses as provided in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 6(c). All such notices
and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied/faxed; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of
all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.


 


19









 





(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors, assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (solely in
their capacity as Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.



(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of other Holders
hereunder.



(f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



(g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.


 


20









 





(h) Governing Law. This Agreement, and any claims, controversy or dispute arising under or
related to this Agreement shall be governed by and construed in accordance with the laws of the
State of New York.



(i) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and
effect and shall in no way be affected, impaired or invalidated. The Company and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that
of the invalid, void or unenforceable provisions.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	RRI ENERGY, INC.

 	 
	 	By: 	/s/ Andrew Johannesen 	 
	 	 	Name:  	Andrew Johannesen 	 
	 	 	Title:  	Vice President and Treasurer 	 



[Signature Page to Registration Rights Agreement]





 


 









 








Confirmed and accepted as of the date first above written:



	 	 	 	 
	J.P. MORGAN SECURITIES LLC



For itself and on behalf of the

several Initial Purchasers

 	 
	By:  	/s/ Mark H. Radin
 	 
	 	Name:  	Mark H. Radin 	 
	 	Title:  	Executive Director 	 



[Signature Page to Registration Rights Agreement]