EX-10.1.B






Exhibit 10.1(B)




Schedules and Exhibits to the

Amended and Restated Credit Sleeve and Reimbursement Agreement

dated as of May 1, 2009




(Portions of this Exhibit marked “[***]” have been omitted

pursuant to a request for confidential treatment)




	 	 	 	 	 
	SCHEDULE 1.01 (a)

	 	-
	 	Risk Management Policy Violations
	SCHEDULE 1.01(b)

	 	-
	 	Calculations Relating to Exchange Traded
Contracts
	SCHEDULE 1.01(c)

	 	-
	 	Data and Reporting Requirements
	SCHEDULE 1.01(d)

	 	-
	 	ESDS and Fee Schedules
	SCHEDULE 1.01(e)

	 	-
	 	Trademarks
	SCHEDULE 1.01(f)

	 	-
	 	[Intentionally Deleted]
	SCHEDULE 1.01(g)

	 	-
	 	Investments
	SCHEDULE 1.01(h)

	 	-
	 	Liens
	SCHEDULE 1.01(i)

	 	-
	 	C&I Contract Exceptions
	SCHEDULE 2.02(a)

	 	-
	 	Counterparty Document Modification Provisions
	SCHEDULE 2.04

	 	 	 	C&I Contracts and Governmental Contracts receiving
ML Guarantee
	SCHEDULE 3.06(a)

	 	-
	 	Merrill Account
	SCHEDULE 5.06

	 	-
	 	Litigation
	SCHEDULE 5.13

	 	-
	 	List of Subsidiaries
	SCHEDULE 5.16

	 	-
	 	Compliance With Laws
	SCHEDULE 7.14

	 	-
	 	List of Retail Services
	SCHEDULE 12.13

	 	-
	 	List of Calculation Agents
	SCHEDULE 12.17

	 	-
	 	List of Offsetting Trades
	 
	 	 	 	 
	EXHIBIT Al

	 	-
	 	Form of ML Guarantee for Accepted Counterparties
	EXHIBIT A2

	 	-
	 	Form of ML Guarantee for C&I Customers
	EXHIBIT B

	 	-
	 	List of Accepted Counterparties
	EXHIBIT C1

	 	-
	 	[Intentionally Deleted]
	EXHIBIT C2

	 	-
	 	[Intentionally Deleted]
	EXHIBIT C3

	 	-
	 	[Intentionally Deleted]
	EXHIBIT C4

	 	-
	 	[Intentionally Deleted]
	EXHIBIT Dl

	 	-
	 	[Intentionally Deleted]
	EXHIBIT D2

	 	-
	 	[Intentionally Deleted]
	EXHIBIT E1

	 	-
	 	Reliant Energy – Retail Risk Policy
	EXHIBIT E2

	 	-
	 	[Intentionally Deleted]
	EXHIBIT F

	 	-
	 	[Intentionally Deleted]
	EXHIBIT G

	 	-
	 	Form of Joinder Agreement
	EXHIBIT H

	 	-
	 	Form of Compliance Certificate
	EXHIBIT I1

	 	-
	 	Sleeve Provider’s Employees with Access to Certain

Reliant Retail Obligor Information
	 
	 	 	 	 
	EXHIBIT I2

	 	-
	 	Reliant Retail Obligors’ Employees with Access to

Certain Merrill Party Information






 









 





Schedule 1.01 (a)

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Risk Management Policy Violations




DETERMINATION OF LEVEL I, II, AND III VIOLATIONS




CSRA Violations




Level I Violations



1) Inaccurate input or failure to enter on a timely basis transactions with a
notional amount of greater than $250,000 into a transaction capture system.



Level II Violations



1) Level I violations equal to 2 percent of total transactions during the preceding calendar
quarter;


2) Transactions resulting in a Loss Exposure of less than $15,000,000 due to a) Failure to
report an executed transaction; b) Execution of a commercial transaction with an
unauthorized counterparty; c) Executing a transaction with unapproved terms, notional
limits or tenor; and / or d) Other unauthorized transactions (involving, for example,
commodity, product, market).



Level III Violations



1) 5 Level II violations during the preceding calendar quarter;



2) Any amount or quantity that exceeds a Risk Limit and not Cured within 3 Business
Days;



3) Any amount or quantity that exceeds a Risk Limit and that amount or quantity exceeds
a mark-to market loss of $25,000,000 not Cured within 1 business day.



4) Creating a Loss Exposure of greater than $15,000,000 due to a) Execution of a
commercial transaction with an unauthorized counter party; b) Executing a transaction
with unapproved terms, notional limits or tenor; and / or c) Other unauthorized
transactions (involving, for example, commodity, product, market). And such violation
is not Cured within 1 Business Day after the earlier to occur of (i) notice thereof from
Sleeve Provider, or (ii) a Responsible Officer or other executive officer of any Reliant
Retail Obligor obtaining knowledge of such occurrence;



5) 3 violations of the types described in item 4 above shall occur, which have been Cured
such that they do not constitute a Level III Violation on their own, during any 60
consecutive month period; provided that if such a Level III Violation under this item 5
occurs, another such Level III Violation under this item 5 shall not occur unless an
additional 3 violations of such types have occurred






 




			
	*	 	Loss Exposure: The mark-to-market value of an underlying amount or quantity exceeding a Risk
Limit assuming a two standard deviation move in the underlying variables multiplied
by the square root of 10.
	 
	*	 	Cured: As used in Retail Risk Management Policy the term “cured” means the loss exposure
for the amount or quantity exceeding the Risk Limit constituting the applicable violation has
been reduced to less than $5,000,000.





Schedule 1.01(a) to CSRA





 









 








Schedule 1.01 (b)

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Calculations Relating to Exchange Traded Contracts




Adjusted Volume:



For Exchange Traded Contracts with the following delivery periods and volume quantities,




	 	 	 
	 	 	ETC Commodity
	Period (Month)	 	Quantities
	0

	 	Qo
	1

	 	Q1
	2

	 	Q2
	3

	 	Q3
	. . .	 	. . .
	. . .	 	. . .
	N

	 	QN





the “Adjusted Volume” of the Mirror OTC Contracts to be entered into between REPS and the
Sleeve Provider as part of the (EFS Transaction or ICE Block Transaction) under the Credit Sleeve
and Reimbursement Agreement will be computed as follow:




	 	 	 
	Period (Month)	 	Adjusted Volume
	0

	 	Qo / AZPo
	1

	 	Q1 / AZP1
	2

	 	Q2  / AZP2
	3

	 	Q3  / AZP3
	. . .	 	. . .
	. . .	 	. . .
	N

	 	QN / AZPn







“AZP” shall be the Adjusted Zero Prices that corresponds to the date on the
Adjusted Zero Curve which is defined below.
The Adjusted Volume will be rounded off to the nearest full unit (mmbtu or
mwh).



Calculation of Adjusted Zero Curve:



The Credit Sleeve Provider will calculate an adjusted LIBOR forward curve (the “Adjusted LIBOR
Forward Curve”) each day by adding the marginal cost of capital adder (the “MCC Adder”) to the
inputs used to calculate the Merrill Lynch & Co. standard LIBOR curve (the “Merrill LIBOR Curve”).




Schedule 1.01(b) to CSRA






 









 









“MCC Adder” shall be:




(a) 0.0028; for purposes of calculating the Adjusted Volume of Mirror
OTC Contracts executed in connection with (EFS Transactions or ICE
Block Transactions) that are Effective Date Transactions described in
Section 2.03(a) of the Credit Sleeve Reimbursement Agreement; and




(b) the marginal cost of capital relative to LIBOR that all Merrill Lynch &
Co.’s trading desks are charged for the use of funds by Merrill Lynch &
Co. (as of the date of such EFS Transaction or ICE Block Transaction),
which amount is relative to LIBOR that is the average cost of capital for
Merrill Lynch & Co. across all maturities (such MCC Adder can be
positive or negative); for purposes of calculating the Adjusted Volume of
Mirror OTC Contracts executed in connection with EFS Transactions or
ICE Block Transactions that are Ongoing Transactions described in
Section 2.03(b) of the Credit Sleeve Reimbursement Agreement




As of the Effective Date, the MCC Adder described in subsection (b) above is 0.0028;
however, such amount may change in accordance with changes to Merrill Lynch & Co.’s
marginal cost of capital as described above.




“Merrill LIBOR Curve” shall be the LIBOR curve used by Merrill Lynch & Co. and its
subsidiaries in their U.S. and world wide swap and futures operations and business and used
to mark its interest rate position to market. It is understood that Merrill Lynch & Co.
may modify the inputs for how it determines this curve; however, it will continue to use
the same curve for the Merrill LIBOR Curve as used in this Schedule and for its other
operations as described in the foregoing sentence.


Using the Adjusted LIBOR Forward Curve the Sleeve Provider will calculate a corresponding zero
curve (the “Adjusted Zero Curve”), and provide such Adjusted Zero Curve to REPS on each Business
Day, no later than 10:00 a.m. CST, and such curve shall be applicable to the (EFS Transactions and
ICE Block Transactions) that are executed on that day. The Adjusted Zero Curve will be a strip of
monthly Adjusted Zero Prices, which represent the present value of $1.00 dollar received on a
specific date in the future, assuming the Adjusted LIBOR Forward Curve for discounting purposes
with discounting being computed utilizing the continuously compounding methodology. The Adjusted
Zero Curve provided will have 5 places after the decimal point.



The term of the Adjusted LIBOR Forward Curve and the corresponding Adjusted Zero Curve will be 72
months, including the then current month; provided, however, that to the extent REPS currently has
or in the future obtains an Exchange Traded Contract for a longer period, then the Sleeve Provider
will extend the Adjusted LIBOR Forward Curve and the Adjusted Zero Curve to match such longer
period. Adjusted Zero Prices that correspond to dates that are between the Monthly Dates in the
table below will be






 









 






calculated using linear interpolation. The format utilized by the Sleeve Provider in
providing this information will include at a minimum the following attributes:




	 	 	 	 	 	 	 
	 	 	 	 	Adjusted LIBOR	 	Adjusted Zero
	Period (Month)	 	Monthly Date	 	Forward Curve	 	Curve
	0

	 	 	 	AL0 = 0
	 	AZPo = 1
	1

	 	 	 	AL1
	 	AZP1
	2

	 	 	 	AL2
	 	AZP2
	3

	 	 	 	AL3
	 	AZP3
	. . .	 	 	 	. . .	 	. . .
	. . .	 	 	 	. . .	 	. . .
	. . .	 	 	 	. . .	 	. . .
	N

	 	 	 	ALN
	 	AZPN






Treatment for Options:



For purposes of clarification the Parties agree that no adjustment will be made to the volumes of
options transactions which are transferred pursuant to EOO Transactions under the Credit Sleeve
Reimbursement Agreement, or in other words the Adjusted Volume of any Mirror OTC Contract that is
an option will be the exact same volume as the volume of the corresponding Exchange Traded
Contract.




Physical Exposure Management Fee:



For Exchange Traded Contracts that provide for physical delivery, (both futures contracts and
options that provide for physical delivery futures contracts) and are transferred to the Sleeve
Provider pursuant to an EFS or EOO Transaction, the following will apply: The Mirror OTC
Transaction’s confirm will specify that REPS agrees to pay to Sleeve Provider (or Sleeve Provider
agrees to pay to REPS) a fee (the “Physical Exposure Management Fee” or “PhEM”)
equal to: either (i) the actual EFS or EOO Transaction premium paid or received by Sleeve Provider
to liquidate the physical exposure or (ii) if Sleeve Provider takes the position in its own book,
the average of two broker quotes on the day Sleeve Provider takes the position (which quotes shall
be of the applicable buy or sell side from the Sleeve Provider’s perspective of the premium for the
EFS or EOO of the same product and delivery month), multiplied by the volume in the EFS or EOO
Transaction. Sleeve Provider will provide REPS notice of the PhEM amount within 2 Business Days of
either liquidating the physical exposure with a third party or taking the position on the Sleeve
Provider’s own book. REPS may request that the Sleeve Provider provide deal tickets as evidence of
the actual premium paid or received by Sleeve Provider or instant messaging prints of broker
quotes. PhEM shall be due and payable by the applicable Party at the time of settlement of the
Mirror OTC Transaction associated with such EOO or EFS Transaction.




Schedule 1.01(b) to CSRA






 









 








[SUBJECT TO EXISTING

CONFIDENTIALITY

AGREEMENT BETWEEN

NRG AND MERRILL]




Schedule 1.01
(c) 

To Amended and Restated Credit Sleeve and Reimbursement Agreement




Data and Reporting Requirements




I. General Provisions — Certain Defined Terms



This Schedule 1.01(c) shall constitute a part of the Credit Sleeve Reimbursement Agreement
(“CSRA”). Capitalized Terms used herein shall either (a) have the meaning specified in the CSRA or
(b) the meaning defined in this Schedule 1.01(c). All terms defined herein shall be listed
in the Index of Defined Terms for this Schedule 1.01(c). References to Schedule
1.01(c) shall be to the entirety of this Schedule 1.01(c) and all sub-parts unless an
individual sub-part is specified.



All Current Mark-to-Market and Risk Limits computations shall be done on the basis of data REPS
provides to the Sleeve Provider by loading such data to a designated web site on or before 9:00
p.m. Central time on the preceding Business Day. The data provided pursuant to this Schedule
1.01(c) shall reflect transactions closed by the time frames set forth in Schedule
1.01(c).28 (except for the data specified in Schedule 1.01(c).24, which shall reflect
transactions as of the close of business on the Business Day next preceding the day REPS provides
such data). Such data shall be in a format designed to facilitate the Sleeve Provider’s computation
of Risk Limits and Current Mark-to-Market and shall consist of the data required by this
Schedule 1.01(c). The Sleeve Provider’s computation shall be performed consistent with the
methodology that the Sleeve Provider uses to mark its own positions to market on a daily basis.



“Delivery Month” or “delivery month” means a calendar month in which physical
delivery or financial settlement under a transaction occurs.



“(t)” means, as the context requires, any Business Day as of which an amount or value contemplated
in this Schedule 1.01(c) is calculated or an identified event occurs.



“(T)” means each applicable Delivery Month for the contract (or forecast to purchase and sell
electricity in respect of month-to-month Customers) in respect of which this term is used.



“Current Mark-to-Market” for any day, shall be expressed in Dollars and shall be
equal to the Mark-to-Market value of all Forward Hedge Positions (as defined in Schedule
1.01(c).1) determined by the Sleeve Provider, as of such day.



The “Mark-to-Market” value of a transaction, which may be a positive or a negative number,
shall be determined by valuing each transaction (volumes, contract prices, and delivery dates)
using the Merrill Market Forward Pricing Curve, Merrill Volatility Curve and Correlation Curve
that corresponds to the pricing terms of such transaction, or in the case of a dispute as to the




Schedule 1.01(c) to CSRA






 









 







Curve Inputs (as defined below), such new Curve Inputs resulting from the process for resolving
disputes as to the Curve Inputs outlined below. The “Merrill Market Forward Pricing Curves”
and “Merrill Volatility Curves” are defined as the curves used by the Sleeve Provider in its
U.S. energy and related forwards, futures and options trading operations to mark its positions to
market; and in those situations where discounting is applicable it will perform such discounting
using the Merrill LIBOR Curve (as such term is defined in Schedule 1.01(b), the
“Merrill LIBOR Curve”). The “Correlation Curves” will be the curves used by REPS
as of December 31, 2008 in its U.S. energy and related forwards, futures and options trading
operations to mark its positions to market (with such changes thereto as may be reasonably agreed
by the Sleeve Provider and REPS from time to time at the request of either REPS or the Sleeve
Provider). It is understood that the Merrill Parties may modify inputs for how they determine
these curves so long as they continue to use the same curves for the calculations referred to
herein as the curves they use for their other operations referred to in this paragraph.



REPS may challenge the Merrill LIBOR Curve, Merrill Market Forward Pricing Curves, Merrill
Volatility Curves and any other Sleeve Provider curves or inputs or modifications (herein
collectively, referred to as the “Curve Inputs”), used by the Sleeve Provider in calculating the
Risk Limits and Current Mark-to-Market. If the parties cannot reach agreement on the Curve Inputs
within two days after such challenge, then REPS may require that a third party expert be used to
choose between the Sleeve Provider’s methodology for determining the Curve Inputs and a specific
alternative methodology proposed by REPS for use in determining the Curve Inputs for a specified
product, location or time period. The third party expert will be designated by REPS from a list of
at least three qualified and impartial experts which list shall promptly (and in no event more
than two Business Days following request therefor), be provided by the Sleeve Provider to REPS.
Such expert shall be required to choose between the Curve Inputs used by the Sleeve Provider and
those inputs proposed by REPS and to identify which it determines is more accurate, and the inputs
used as Curve Inputs thereafter shall be formulated by the Sleeve Provider in a manner consistent
with the inputs so selected and thereafter such Curve Inputs as so formulated will be the Curve
Inputs for all purposes hereunder. The expenses of the expert will be paid by the Party whose
inputs are not selected by the expert.



Prior to the agreement on any change in the Curve Inputs, the provisions of the CSRA with respect
to Risk Limits and Current Mark-to-Market will continue to be applicable on the basis of the
calculation of Risk Limits and Current Mark-to-Market by the Sleeve Provider immediately prior to,
and during, any challenge by REPS.




Schedule 1.01(c) to CSRA







2









 







II. Overview of Customer Types, Customer Sub-Types and Risk Legs for Forward Retail Positions. The following overview is provided as background for the specification of data to
be provided by REPS and to provide definitions for “Customer Types”, “Customer Sub-Types” and the
respective “Risk Legs”, including the pricing structures associated therewith.





	 	a.	 	Customer Types.




The Retail Energy Business of the Reliant Retail Obligors has three main customer types (each, a
“Customer Type”):





	 	(i)	 	Commercial & Industrial (“C&I”);
	 
	 	(ii)	 	Residential Mass; and
	 
	 	(iii)	 	Small Business Mass.




Residential Mass and Small Business Mass are together referred to as “Mass”.





	 	b.	 	Customer Sub-Types.




Each Customer Type can be further subdivided by the type of product primarily provided to such
Customer Type (each, a “Customer Sub-Type”).




The Customer Sub-Types are as follows for ERCOT business:





	 	(1)	 	“FIXED”: Fixed Price Power;
	 
	 	(2)	 	“MGI”: Monthly Gas Index;
	 
	 	(3)	 	“MCPE”: Market Clearing Price of Energy;
	 
	 	(4)	 	“CAPE”: Capacity Energy;






	 	c.	 	Risk Legs.




Each Customer in a Customer Sub-Type may contract for one pricing and/or risk structure or a
combination of pricing and/or risk structures (defined as “Risk Legs”), the volumes from which must
be quantified for purposes of determining compliance with the Risk Limits.




The Risk Legs for ERCOT business are as follows:





	 	(1)	 	“FP”: Fixed Price Power;
	 
	 	(2)	 	“MGI”: Monthly Gas Index;
	 
	 	(3)	 	“MCPE”: Market Clearing Price of Energy;
	 
	 	(4)	 	“CAPEHR”: Capacity Energy Heat Rate;
	 
	 	(5)	 	“CAPACITY”: Capacity Payments;
	 
	 	(6)	 	“MTMH”: Month-To-Month Hedged with Fixed Price Instruments;
	 
	 	(7)	 	“MTMHO”: Month-To-Month Hedged with Option Instruments;





Schedule 1.01(c) to CSRA





3









 









	 	d.	 	Options.




“Options” refer to customized derivative solutions embedded in contracts for physical delivery of
Energy by a Reliant Retail Obligor to a C&I Customer.



Details of the different pricing structures corresponding to the Risk Legs are provided
below:



C&I Customers:



C&I Customers for ERCOT business are comprised of five Customer Sub-Types. Each of these
Customer Sub-Types may have contracted for component Risk Legs and corresponding pricing
structures as follows:




	 	 	 	 	 	 	 	 	 
	Customer	 	 	 	 	 	 	 	 
	Sub-Type	 	Risk Leg	 	Aggregated	 	Pricing Structure	 	Example
	Fixed

	 	FP
	 	Yes
	 	P=Fixed
	 	P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	MGI

	 	MGI

FP
	 	No

No
	 	P=Heat Rate*Monthly Gas Index + Fixed Adder

P=Fixed
	 	P=8.000*NYMEX HH LD + $7.00/MWh

P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	CAPE

	 	CAPEHR

MCPE

CAPACITY

FP

MGI
	 	No

No

No

No
	 	P=Heat Rate*Monthly or Daily Gas Index +
Fixed Adder

P=Factor MCPE*Average Monthly MCPE + Fixed Adder

P=Total Dollars

P=Fixed
	 	P=9.000*GD HSC + $10.00/MWh

P=105%*MCPE + $5.50/MWh

P=$45,000

P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	MCPE

	 	MCPE

FP

MGI
	 	No

No

No
	 	P=Factor MCPE* Average Monthly MCPE + Fixed Adder

P=Fixed

P=Heat Rate*Monthly Gas Index + Fixed Adder
	 	P=105%*MCPE + $5.50/MWh

P=$75.00/MWh

P=8.000*NYMEX HH LD – $7.00/MWh






Residential Mass:



Residential Mass Customers are comprised of three Customer Sub-Types. Each of these Customer
Sub-Types may have contracted for Risk Legs and corresponding pricing structures as follows:




	 	 	 	 	 	 	 	 	 
	Customer	 	 	 	 	 	 	 	 
	Sub-Type	 	Risk Leg	 	Aggregated	 	Pricing Structure	 	Example
	Fixed

	 	FP
	 	Yes
	 	P=Fixed
	 	P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	Fixed

	 	MTMH
	 	Yes
	 	P=Fixed
	 	P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	MCPE

	 	MTMHO
	 	Yes
	 	P=Average Monthly MCPE + Gross Margin Projection
	 	P=MCPE + $15.18/MWh
	 
	 	 	 	 	 	 	 	 





Small Business Mass :



Small Business Mass Customers are comprised of three Customer Sub-Types. Each of these Customer
Sub-Types may have contracted for Risk Legs and corresponding pricing structures as follows:




	 	 	 	 	 	 	 	 	 
	Customer	 	 	 	 	 	 	 	 
	Sub-Type	 	Risk Leg	 	Aggregated	 	Pricing Structure	 	Example
	Fixed

	 	FP
	 	Yes
	 	P=Fixed
	 	P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	Fixed

	 	MTMH
	 	Yes
	 	P=Fixed
	 	P=$75.00/MWh
	 
	 	 	 	 	 	 	 	 
	MCPE

	 	MTMHO
	 	Yes
	 	P=Average Monthly MCPE + Gross Margin Projection
	 	P=MCPE + $I8.35/MWh






Schedule 1.01(c) to CSRA





4









 







Risk Legs that indicate that they are “Aggregated” in the above tables shall be aggregated by REPS
in accordance with Aggregation Attributes (e.g. Load Zone, etc.) as more specifically set forth in
the descriptions of Forward C&I Positions and Forward Mass Positions one

 Schedule 1.01 (c).



A reference to “load” or “Load” (or their plural equivalents) in this Schedule 1.01(c)
shall have the same meaning as “volume” or “Volume” (or their plural equivalents).




Schedule 1.01(c) to CSRA





5









 








Schedule 1.01(c).1




Data for Risk Limits and Current Mark-to-Market Calculations



On each Business Day REPS will provide the data called for by this Schedule 1.01(c).1 (and
other Schedules referred to herein, other than Schedule 1.01(c).24) in accordance with
Schedule 1.01(c).28 with respect to Forward C & I Positions (t, T), Forward Mass Positions
(t, T) and Forward Hedge Positions (t, T), and shall provide the other information updates called
for herein at the times or on the dates (as applicable) specified in the relevant Schedules below,
each as described below.



REPS shall provide the data specified in Schedule 1.01(c).24 for each Business Day by no
later than 12:00 p.m. Central time on the next succeeding Business Day.



With respect to each Risk Leg that is included in the data required to be provided under this
Schedule 1.01(c), such data will be delivered to the Sleeve Provider in the format called
for by Schedules 1.01(c).4, 1.01(c).5a.1, 1.01(c).5a.2 and 1.01(c).5b or as
modified by mutual agreement of the Parties. Insofar as Schedules 1.01(c).4, 1.01(c).5a.1,
1.01(c).5a.2 and 1.01(c).5b call for pricing data with respect to Risk Legs, REPS will
not be required to provide such pricing data (provided that nothing herein shall limit the Sleeve
Provider’s right to otherwise request such information in accordance with Section 6.02(g) of the
CSRA). Where indicated below REPS shall provide data for Customer Types or Customer Sub-Types by
giving aggregate volume for Customers where the Aggregation Attributes specified below are the
same for such Customer Type or Customer Sub-Type. All volumes will be expressed as megawatt hours
or MWh.



Customers will only be included if they have a binding contract with REPS for Accepted Retail
Products, except insofar as Customers are included for MTMH and MTMHO Risk Legs in accordance
herewith for Accepted Retail Products. All references herein to “Customers” are to Customers so
included.



It is understood that the contracts for those Customers that have contracts may not refer to
information using the same terms as are used herein including those for Customer Sub-Types, Risk
Legs, elements of pricing structure and other terms used in specifying data called for in
Schedules 1.01(c).4, 1.01(c).5a.1, 1.01(c).5a.2 and 1.01(c).5b; however, REPS will
provide data based on the substance of what is called for and not on a mechanical application of
labels.



Any forecast or projected amount required to be provided by REPS under this Schedule 1.01(c)
(including pursuant to the following: paragraphs [A.1.b), A.2.b), A.3.b), A.4.b), A.6.b),
A.6.c) and A.7; B.1.b), B.1.c), B.2.b), B.2.c), B.3.b), B.3.c), B.4.b), B.4.c), B.5.b) and B.5.c);
and E.3 of Schedule 1.01(c).l,]), and any adjustments by REPS of amounts required to be provided
by REPS pursuant to this Schedule 1.01(c) based on known or expected regulatory or
operational changes or other factors as permitted by this Schedule 1.01(c), in each case shall at
all times be consistent with the base case amounts used in forecast or projected information which
the applicable Reliant Retail Obligor (i) uses in its internal management reporting, (ii) provides
to its board of directors, (iii) makes available to financial analysts or investors and (iv) uses
in its reporting to the Securities and Exchange Commission, each to the extent applicable (and
using




Schedule 1.01(c) to CSRA






6









 







the most current of such information so used, provided or made available if not all of such
categories of information are consistent with each other). On request REPS will promptly share the
most recent of such forecast or projected information used, made available or provided as
described above with the Sleeve Provider and will reconcile the amount reported pursuant to this
Schedule 1.01(c) with such information.



Any historical amount required to be provided by REPS under this Schedule 1.01(c) shall at
all times be consistent with the actual amounts which the applicable Reliant Retail Obligor (i)
uses in its internal management reporting, (ii) provides to its board of directors, (iii) makes
available to financial analysts or investors and (iv) uses in its reporting to the Securities and
Exchange Commission, each to the extent applicable (and using the most current of such information
so used, provided or made available if not all of such categories of information are consistent
with each other).





(A) Forward C&I Positions (t, T). Data for Forward C&I Positions (which shall include each of
the positions defined below) shall be classified by Risk Leg and Options as follows:




	 	1.	 	FP Positions (t, T): “FP Positions (t, T)” are forward positions embedded in
C&I contracts pursuant to which a Reliant Retail Obligor delivers Energy to C&I Customers
based on the following pricing structure:






	 	 	 	Price = Fixed Price, expressed in $/MWh
	 
	 	a)	 	Aggregation: Volume (t, T) and shall be calculated using the following Aggregation Attributes (see
Schedule  1.01(c).3
for definitions of the
Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b)	 	Volume (t, T): Aggregated volume of all FP Positions (t, T), as evidenced by
executed customer contracts.






	 	2.	 	MGI Positions (t, T). “MGI Positions (t, T)” are forward monthly gas index
positions embedded in C&I contracts pursuant to which a Reliant Retail Obligor delivers
Energy to C&I Customers based on the following pricing structure:






	 	 	 	Price = {Heat Rate times Monthly Gas Index} plus Fixed Adder,
expressed in $/MWh
	 
	 	 	 	Herein “Heat Rate” refers to a fixed numerical multiplier applied to a gas index in
accordance with the contract with respect to which amounts are being reported.
	 
	 	 	 	Herein “Fixed Adder” refers to a fixed amount added to price as per the contract
with respect to which amounts are being reported.





Schedule 1.01(c) to CSRA





7









 









	 	a)	 	Aggregation: REPS will provide the transactional data but
the aggregation shall
not be performed by REPS. Volume (t, T) shall be calculated by the Sleeve
Provider using the following Aggregation Attributes (see Schedule
1.01(c).3 for definitions of the Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Gas Index Name,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b)	 	Volume (t, T): Aggregated volume of all MGI Positions (t,
T), as evidenced by executed customer contracts.






	 	3.	 	CAPEHR Positions (t, T). “CAPEHR Positions (t, T)” are forward heat rate
positions embedded in C&I contracts pursuant to which a Reliant Retail Obligor delivers
Energy to C&I Customers based on the following pricing structure:






	 	 	 	Price = {Heat Rate times Monthly or Daily Gas Index} plus Fixed
Adder, expressed in $/MWh
	 
	 	a)	 	Aggregation: REPS will provide the transactional data but
the aggregation shall not be performed by REPS. Volume (t, T) shall be calculated by the Sleeve
Provider using the following Aggregation Attributes (see Schedule
1.01(c).3 for definitions of the Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Gas Index Name,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b)	 	Volume (t, T): Aggregated volume of all CAPEHR Positions
(t, T), as evidenced by executed customer contracts.
	 
	 	 	 	






	 	4.	 	MCPE Positions (t, T). “MCPE Positions (t, T)” are forward market clearing
price of energy positions embedded in C&I contracts pursuant to which a Reliant Retail
Obligor delivers Energy to C&I Customers based on the following pricing structure:






	 	 	 	Price = {Factor MCPE times Average Monthly MCPE} plus Fixed Adder,
expressed in $/MWh






	 	 	 	“Average Monthly MCPE” means, (i) for C&I Customers in ERCOT business, the simple
average of the HMCPE for a calendar month.




Subject to the terms of Agreement Regarding Additional Accepted Product #2 between REPS and the
Sleeve Provider dated as of November 8, 2006:




Schedule 1.01(c) to CSRA





8









 









	 	1.	 	“HMCPE” means, for the ERCOT congestion management zone or Load Zone, as the
case may be, in which a retail customer’s meters are located, the simple average MCPE
for the hour.
	 
	 	2.	 	“MCPE” means the greater of (a) zero or (b) (i) before implementation of the Texas
Nodal Market, ERCOT’s market clearing price of Energy for a designated ERCOT
settlement interval associated with a congestion management zone, as posted by ERCOT,
and (ii) after implementation of the Texas Nodal Market, the Settlement Point Price(s)
(Day-Ahead or Real-Time) determined by ERCOT for the ERCOT Load Zones
associated with a retail customer’s meters. As used herein, the terms “Day Ahead”,
“Real-Time”, “Settlement Point Price” and “Load Zone” have the meaning set forth in the
Texas Nodal Protocols approved by the Public Utilities Commission of Texas and
published by ERCOT as of October 1, 2006, as amended. As used herein,
“ERCOT Load Zone” means a “load zone”, as determined by ERCOT, as to which it
publishes a MCPE price.
	 
	 	 	 	“Factor MCPE” means a multiplier to be applied to MCPE-based pricing products.






	 	a)	 	Aggregation. REPS will provide the transactional data but the
aggregation shall not be performed by REPS. Volume (t, T) shall be computed by the Sleeve
Provider considering the following Aggregation Attributes (see Schedule
1.01(c).3 for definitions of the Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b)	 	Volume (t, T): Aggregated volume of all MCPE Positions (t, T), as
evidenced by executed customer contracts.






	 	3.	 	Capacity Positions (t, T). “Capacity Positions (t, T)” are fixed payments made to
a Reliant Retail Obligor under CAPE Customer Sub-Type contracts calculated as follows:






	 	 	 	∑ (for all delivery months T, for all Customers under a CAPE Customer Sub-Type)
calculated for each Customer {Billing Volume (t, T, for such Customer) times Capacity Rate (t, T, for
such Customer)}
	 
	 	a.	 	Aggregation: Capacity Positions (t, T) shall be calculated by REPS
using the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the
Aggregation Attributes):






	 	-	 	Delivery/Settlement Month






	 	b.	 	Billing Volume (t, T, for the customer N): The “Billing
Volume” is determined by REPS as the “Billing Volume” used by REPS to compute the Capacity





Schedule 1.01(c) to CSRA






9









 









	 	 	 	Payments to be charged to each C&I Customer under a CAPE Customer Sub-Type contract
(referred to as “customer N”), expressed in kW.
	 
	 	c.	 	Capacity Rate (t, T, for the customer N): Capacity Rate represents
the price per unit of “Billing Volume” charged by a Reliant Retail Obligor to each
C&I Customer under a CAPE Customer Sub-Type contract (referred to as “customer
N”), expressed in $/kW-month.






	 	 	 	Capacity Positions (t, T) are expressed in Dollars.
	 
	 	4.	 	Option Positions (t, T). “Option Positions (t, T)” are customized option like
pricing contained in physical delivery retail electricity contracts. The Option Positions (t,
T) main Attributes, including:






	 	-	 	Physical/Financial,
	 
	 	-	 	Commodity,
	 
	 	-	 	Buy/Sell,
	 
	 	-	 	Monthly Quantity (t, T),
	 
	 	-	 	Index,
	 
	 	-	 	Put/Call,
	 
	 	-	 	Strike Price (t, T),
	 
	 	-	 	Premium, and
	 
	 	-	 	Expiry/Maturity






	 	 	 	shall be reported separately according to Schedule 1.01(c).5b.






(B) Forward Mass Positions (t, T). Forward Mass Positions (which shall include each of the
positions described below) shall be classified by Risk Leg as follows:




	 	1.	 	FP Positions (t, T). “FP Positions (t, T)” are forward positions embedded in Mass
contracts pursuant to which a Reliant Retail Obligor delivers Energy to Mass Customers based
on the following pricing structure:






	 	 	 	Price = Fixed Price, expressed in $/MWh
	 
	 	a.	 	Aggregation: Volume (t, T) shall be computed by REPS considering the
following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of
the Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b.	 	Volume (t, T). Aggregated volume of all FP Positions (t, T), as
evidenced by executed Customer contracts, forecasted Customer usage volume and
forecasted Customer counts.





Schedule 1.01(c) to CSRA






10









 









	 	2.	 	MTMH Positions (t, T). “MTMH Positions (t, T)” are forward Mass month-to-month

volumes hedged using fixed price instruments:






	 	a)	 	Aggregation: Volume (t, T) shall be computed by REPS
considering the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b)	 	Volume (t, T): Aggregated volume of all MTMH Positions (t, T),
based on forecasted Customer usage volume and forecasted Customer counts.






	 	3.	 	MTMHO Positions (t, T). “MTMHO Positions (t, T)” are forward Mass
month-to-month volumes hedged using option instruments:






	 	a.	 	Aggregation: Volume (t, T) shall be computed by REPS
considering the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes):






	 	-	 	Load Zone,
	 
	 	-	 	Peak Period, and
	 
	 	-	 	Delivery/Settlement Month






	 	b.	 	Volume (t, T): Aggregated volume of all MTMHO Positions (t, T),
based on forecasted Customer usage volume and forecasted Customer counts.






(D) Forward Hedge Positions (t, T):



“Forward Hedge Positions” shall be all the individual wholesale trades entered into by a
Reliant Retail Obligor in order to hedge the exposure of the Reliant Retail Obligors (including
liquidations of hedges) regardless of when the applicable trade was entered into. Volumes and
prices shall be expressed on a delivery-month basis. Each Business Day the trade details specified
in Schedules 1.01(c).16 and 1.01(c).17 shall be transferred by REPS to the Sleeve
Provider utilizing the formats included in Schedules 1.01(c).16 and 1.01(c). 17.
These trades shall be of the following types:




          - Physical Power Purchases (including shaped products)




          - Financial Power Swaps




          - Financial Gas Swaps




          - Physical Power Options




          - Financial Power Options




          - Financial Gas Options




Schedule 1.01(c) to CSRA




11









 








          - Financial Heat Rate Swaps




          - Financial Heat Rate Options




          - Tolling Agreements




          - Power Basis Swaps




          - Gas Basis Swaps




          - Other trades that currently are or in the future become Accepted Products (as such term
is defined in the CSRA), but excluding those trades described in subpart (a)(iii) of the definition
of Accepted Products.




(E) Miscellaneous:





	 	1.	 	Current Month: For purposes of computing Risk Limits, the following
assumptions shall be made regarding the Forward C&I Positions (except Options) and
Forward Mass Positions corresponding to the period that starts with day “t+1” until the
end of the corresponding month (“Current Month”):






	 	a.	 	Volumes (t, T) shall be the last monthly Volume (t, T) provided by REPS
(i.e. provided the last Business Day of the previous month).
	 
	 	b.	 	Volumes (t, T) for all the positions and Capacity Positions (t, T)
shall be pro-rated based on the number of days in the Balance of Month divided by the total number

of days in the applicable month;






	 	2.	 	Volumes (t, T) for all C&I Customers shall reflect the expected load factor of
the Customers as indicated in the contracts. For Mass Customers, the Volumes (t, T) shall
reflect load factors based on typical residential and small business load profiles (as
provided on an estimated basis by ERCOT).
	 
	 	3.	 	Accepted Retail Products: For purposes of the CSRA and this Schedule
1.01(c), “Accepted Retail Products” means (i) retail power products for Customers that have
one
or a combination of the Risk Legs and Options described in part II.c. and II.d. of this
Schedule 1.01(c), in each case having a “tenor” of no more than [2] years and [six]
months (“tenor” meaning the time between the initial inclusion of such product in the
data provided by REPS to the Sleeve Provider and the final delivery date of such product)
and (ii) other retail structured products as may be approved by the Sleeve Provider,
including in such approval such related changes to the terms and conditions of the CSRA
and this Schedule 1.01(c) as REPS and the Sleeve Provider may mutually agree, but
with
approval of such other structured products not to be unreasonably withheld, conditioned
or delayed unless the impact thereof on the Risk Limits and Current Mark-To-Market are
not measurable using the data with respect to such other retail structured products that
would be expressly called for by this Schedule 1.01(c). In order to obtain any
such
approval of other structured products described in the foregoing clause (ii), REPS shall
provide notice of such new retail structured product to the Sleeve Provider and REPS and
the Sleeve Provider shall work cooperatively in good faith to determine and agree upon
any modifications that may be necessary to this Schedule 1.01(c).,
	 
	 	4.	 	Data Failure Events:





Schedule 1.01(c) to CSRA






12









 









	 	a)	 	If, in the absence of a Force Majeure Event having occurred and continuing in respect of
REPS or any Other Reliant Retail Obligor, REPS shall fail to provide all the data as
required herein to the Sleeve Provider (i) regarding its executed trades on any Business
Day, in accordance with the time frames set forth in Schedule 1.01(c).28, and regarding
the data specified in Schedule 1.01(c).24 for any Business Day, by 10:00 a.m. Central
time on the next succeeding Business Day, or (ii) in the proper format contemplated
herein (each, a “Data Failure Event”) on any Business Day or Business Days, then REPS
shall use its commercially reasonable efforts to cure such failure as promptly as possible
and shall be required to provide to the Sleeve Provider as soon as reasonably practicable
on the next succeeding Business Day, good faith estimates, certified by the Chief Risk
Officer, of the trades which it has entered into on each such Business Day in a format that
can be used to calculate Risk Limits and Current Mark-to-Market, and the Sleeve
Provider will use such good faith estimates in its calculations of Risk Limits and Current
Mark-to Market with respect to such Business Days. If such Data Failure Event
continues for two Business Days, the Sleeve Provider shall give notice to REPS that such
Data Failure Event (if not excused by a Force Majeure Event having occurred and
continuing) may cause an Event of Default under the CSRA if it continues for three more
Business Days. If such Data Failure Event continues for five Business Days (from the
beginning of such Data Failure Event) (and is not excused by a Force Majeure Event
having occurred and continuing), the Sleeve Provider may declare an Event of Default
under the CSRA with such consequences as are set forth therein (herein and therein a
“Data Failure Event of Default”).
	 
	 	b)	 	A “Force Majeure Event” means, in respect of an Affected Party, an event beyond the
reasonable control of the Affected Party that the Affected Party is unable to prevent,
avoid or overcome through the exercise of diligent efforts and that is not the result of the
Affected Party’s fault or negligence or failure to comply with any provision of the CSRA.
The following events, among others, shall constitute Force Majeure: act of God;
landslide; lightning; earthquake; fire; explosion; flood; storm; hurricane; tornado;
insurrection; war; blockade; riot; civil disturbance; sabotage; and embargo and, to the
extent satisfying the foregoing conditions, failures of hardware, software, systems and
processes. Force Majeure shall not be based on (i) the Reliant Retail Obligors’ inability
to use or resell Accepted Products; (ii) the loss or failure of supply of Accepted Products;
or (iii) the ability to obtain better economics under transactions other than those under the
CSRA. An “Affected Party” for purposes hereof means a Party who fails to perform in a
timely manner its obligations hereunder and in the case of REPS includes a failure to
perform as a result of an event affecting REPS or any Other Reliant Retail Obligor.
	 
	 	5.	 	Change of Format. The Parties may change the format of the data to be provided
hereunder by mutual agreement.





Schedule 1.01(c) to CSRA





13











 





Schedule
1.01(c).2




[intentionally omitted]




Schedule 1.01(c) to CSRA




14









 





Schedule 1.01(c).3 




Definition of Certain Aggregation Attributes




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA




15









 





Schedule 1.01(c).4 




Retail Non-Options Mass & C&I Template




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA




16









 





Schedule 1.01(c).5a.1 




Retail Non-options Template (ERCOT only)




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA




17









 





Schedule 1.01(c).5a.2 




Retail Non-options Template (ERCOT only)




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA




18









 





Schedule 1.01(c).5b 




Retail Options Template (ERCOT only)




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA









19









 











Schedules
1.01(c).6 through 1.01(c).15 




[intentionally omitted]




Schedule 1.01(c) to CSRA




20









 





Schedule 1.01(c).16 




Wholesale Standard Deal Template




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA




21









 





Schedule
1.01(c).17 




Wholesale Structured Deal Template




[No Change to Existing Schedule]




Schedule 1.01(c) to CSRA




22









 





Schedule 1.01(c).18 




[intentionally omitted]




Schedule 1.01(c) to CSRA




23









 





Schedule 1.01(c).19 




Sleeve Provider Data to REPS




1. Exposure Reports.



The Sleeve Provider shall provide to REPS on or prior to the first Business Day of each
month, a report (an “Exposure Report”) in a format to be agreed, and containing the following
elements, in each case, determined as of the last Business Day of the previous month:




	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	A
	 	single amount in Dollars for the total Current Mark-to-Market;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	A
	 	breakdown of the total Current Mark-to-Market by:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	a. Delivery Month; and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	b. Trade Type Code.





In addition, the Sleeve Provider shall provide to REPS on the 15th day of each month (or if
such day is not a Business Day, the next succeeding Business Day), a report (a
“Preliminary Exposure Report”) in a format to be agreed and containing the following
elements, in each case, determined as of the first Business Day immediately preceding the
15th day of such month:




	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	A
	 	single amount in Dollars for the total Current Mark-to-Market;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	A
	 	breakdown of the total Current Mark-to-Market by:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	a. Delivery Month; and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	b. Trade Type Code.






2. Risk Limit Reports.



Concurrently with the delivery of each Exposure Report and Preliminary Exposure Report, the
Sleeve Provider shall provide to REPS a report (a “Risk Limit Report”) in a format to be agreed
and containing the following elements, in the case, determined as of the last Business Day of
the previous month, or determined as the first Business Day immediately preceding the
15th day of such month (as applicable):





	 	1.	 	Gas Equivalent Position as defined by Section VII of the REPS Retail Risk
Policy broken out by:






	 	a.	 	Forward C&I Positions (t,T) Forward Mass Positions (t,T) and
Forward Hedged Position (t,T); and
	 
	 	b.	 	Delivery Month.






	 	2.	 	Natural Gas Basis Position as defined by Section VII of the REPS Retail Risk
Policy broken out by:






	 	a.	 	Forward C&I Positions (t,T), Forward Mass Positions (t,T),
and Forward Hedged
Position (t,T);
	 
	 	b.	 	Basis Location; and
	 
	 	c.	 	Delivery Month






	 	3.	 	Power Average Daily Peak as defined by Section VII of the REPS Retail Risk
Policy
broken out by:





Schedule 1.01(c) to CSRA









24









 










	 	a.	 	Forward C&I Positions (t,T), Forward Mass Positions (t,T), and Forward Hedged

Position (t,T); and
	 
	 	b.	 	Delivery Month






	 	4.	 	Power Basis as defined by Section VII of the REPS Retail Risk Policy broken out by






	 	a.	 	Forward C&I Positions (t,T), Forward Mass Positions (t,T) and Forward
Hedged
Position (t,T);
	 
	 	b.	 	ERCOT Load Zone;
	 
	 	c.	 	Delivery Month





3. General.



All Exposure Reports, Preliminary Exposure Reports and Risk Limit Reports (collectively, the
“Merrill Reports”) will be transmitted by the Sleeve Provider to REPS via email or other
electronic format to be agreed.



Additional supporting data will be provided by the Sleeve Provider upon request to REPS as soon as
reasonably practicable to assist with reconciliation and trouble-shooting.



REPS may request additional supporting data and breakdowns of Current Mark-to-Market and Risk
Limits calculations that are reasonably necessary to verify calculations and assist with
reconciliation and trouble-shooting, and the Sleeve Provider will provide such data as soon as
reasonably practicable in light of the circumstances of the request.



Notwithstanding
anything in this Schedule 1.01(c) to the contrary, in no event will the
Sleeve Provider be required to make available to REPS any Curve Inputs except for those actually
used by the Sleeve Provider in preparing the Merrill Reports.




Schedule 1.01(c) to CSRA




25









 





Schedule 1.01(c).20 




[intentionally omitted]




Schedule 1.01(c) to CSRA




26









 





Schedule 1.01(c).21 




[intentionally omitted]




Schedule 1.01(c) to CSRA




27









 





Schedule 1.01(c).22 




[intentionally omitted]




Schedule 1.01(c) to CSRA




28









 





Schedule 1.01(c).23 




[intentionally omitted]




Schedule 1.01(c) to CSRA




29









 





Schedule 1.01(c).24 




Credit Exposure




	 	 	 	 	 	 	 
	Counterparty	 	Breakdown	 	Gross Exposure	 	Gross Obligation
	Counterparty A

	 	Time All	 	 	 	 
	Counterparty A

	 	Current Month Delivered All	 	 	 	 
	Counterparty A

	 	Current Month MTM All	 	 	 	 
	Counterparty A

	 	Forward MTM All	 	 	 	 
	Counterparty A

	 	Prior Month All	 	 	 	 
	Counterparty B

	 	Time All	 	 	 	 
	Counterparty B

	 	Current Month Delivered All	 	 	 	 
	Counterparty B

	 	Current Month MTM All	 	 	 	 
	Counterparty B

	 	Forward MTM All	 	 	 	 
	Counterparty B

	 	Prior Month All	 	 	 	 





With respect to any Counterparty that is party to more than one Power and Hedging
Contract, REPS shall separately provide the above data for each such contract.




Schedule 1.01(c) to CSRA




30









 





Schedule 1.01(c).25 




[intentionally omitted]




Schedule 1.01(c) to CSRA




31









 





Schedule 1.01(c).26 




[intentionally omitted]




Schedule 1.01(c) to CSRA




32









 





Schedule 1.01(c).27 




[intentionally omitted




Schedule 1.01(c) to CSRA




33









 





Schedule 1.01(c).28 




Deal Entry




1. Retail Deal Entry



REPS shall provide data to the Sleeve Provider on or before 9:00 p.m. Central time on each Business
Day with respect to retail contracts that are received by REPS’ Retail Pricing Closing Desk by 2:30
p.m. Central time that same day. Retail contracts that are received by REPS’ Retail Pricing Closing
Desk after 2:30 p.m. Central time shall be subject to the volume and term provisions of REPS’
Retail Risk Policy late closing provisions. REPS shall immediately notify the Sleeve Provider in
writing if any such late closed retail contracts receive Retail Risk Policy waivers with respect to
volume or term provisions.




2. Exchange Traded Transactions



REPS shall provide data to the Sleeve Provider on or before 9:00 p.m. Central time on each Business
Day with respect to exchange traded transactions and the associated EFS/EOO/ICE Block transactions
and Related Mirror OTC Swaps that are executed by 2:30 p.m. Central time that same day.




3. Over-the-Counter Day-Ahead, Balance-of-Month, and Term Transactions



REPS shall provide data to the Sleeve Provider on or before 9:00 p.m. Central time on each
Business Day with respect to over-the-counter day-ahead, balance-of-month, and term
transactions that are executed by 4:00 p.m. Central time that same day.




4. Real Time Transactions



REPS shall provide data to the Sleeve Provider on or before 9:00 p.m. Central time on each Business
Day with respect to real time transactions that are entered into REPS’ system by 4:00 p.m. Central
time that same day. REPS shall not be required to modify its existing practice of entering real
time transactions by the end of the real time trading shifts.




5. Originated Transactions



Originated transactions include all transactions that REPS determines to require routing for
approval by person(s) other than a trader executing a standard transaction by telephone, instant
messenger, electronic platform or other acceptable means. Originated transactions include
transactions that are negotiated by an originator, confirmations with non-standard negotiated
language, and transactions that cannot be routinely entered into REPS’ deal capture & valuation
system. For greater clarity, varying the price and/or the volume by month and/or peak versus
off-peak in a confirmation does not constitute non-standard negotiated language, but each of the
following does constitute non-standard negotiated language: (a) any other variation of price




Schedule 1.01(c) to CSRA




34









 




and/or volume; (b) any confirmation that varies the terms of the underlying ISDA or EEI master
agreement; and (c) any other material change to a standard ISDA/EEI confirmation.




For originated transactions:





	 	a.	 	REPS shall provide to the Sleeve Provider the trade
confirmations upon execution (as soon as possible, by the
end of the day the execution occurs). For purposes of this
Schedule 1.01(c).28, “execution” refers to the moment REPS
is legally bound to the trade, i.e. the transaction is
agreed by the parties, including, but not limited to,
agreement utilizing telephone, fax, instant messenger
devices, etc., as opposed to when the confirmations are
actually signed and delivered by the parties to the trade.
	 
	 	b.	 	REPS shall provide to the Sleeve Provider as promptly
as practicable other information related to originated
transactions as the Sleeve Provider reasonably requests.






The data template utilized in the daily transfer of originated transactions from
REPS to the Sleeve Provider shall be provided by 4:00 p.m. Central Time and shall
contain any originated transactions executed prior to 12:00 p.m. Central Time that
day. Originated transactions executed after 12:00 p.m. Central Time will be
included in the next Business Day’s template.


REPS shall immediately inform the Sleeve Provider in the event that REPS waives its Wholesale
Risk Policy to permit a later deal entry in circumstances such as multiple originated
transactions being executed on the same day.



REPS and the Sleeve Provider shall cooperate to ensure that each Party properly models
originated transactions. The Parties acknowledge and agree that due to the complexity of
certain originated transactions, corrections may need to be made to the data associated with
originated transactions following the time that REPS provides data for the transaction to the
Sleeve Provider. The Parties further acknowledge and agree that unintentional errors in the
data template for originated transactions made without gross negligence or willful misconduct
will not be considered risk violations for the purpose of Schedule 1.01(a) to the CSRA.




6. Other



To the extent that data associated with transactions that do not meet the above time deadlines
is available in time to be provided to the Sleeve Provider on or before 9:00 p.m. Central time
on any given Business Day utilizing the applicable data transfer infrastructure, REPS will not
be precluded from doing so.




Schedule 1.01(c) to CSRA




35









 





Schedule 1.01(c).29 




[intentionally omitted]




Schedule 1.01(c) to CSRA




36









 





Schedule 1.01(c).30 




[intentionally omitted]




Schedule 1.01(c) to CSRA





37









 








Index of Defined Term




	 	 	 	 	 
	(t)
	 	 	1	 
	(T)
	 	 	1	 
	Accepted Retail Products
	 	 	12	 
	Affected Party
	 	 	13	 
	Aggregated 
	 	 	5	 
	Average Monthly MCPE 
	 	 	8	 
	Billing Volume 
	 	 	9	 
	C&I 
	 	 	3	 
	CAPACITY 
	 	 	3	 
	Capacity Positions (t, T) 
	 	 	9	 
	CAPE 
	 	 	3	 
	CAPEHR 
	 	 	3	 
	CAPEHR Positions (t, T) 
	 	 	8	 
	Commercial & Industrial 
	 	 	3	 
	CSRA 
	 	 	1	 
	Current
Mark-to-Market 
	 	 	1	 
	Current Month
	 	 	12	 
	Curve Inputs 
	 	 	2	 
	customer N
	 	 	10	 
	Customer Sub-Type 
	 	 	3	 
	Customer Type
	 	 	3	 
	Customers 
	 	 	6	 
	Data Failure Event
	 	 	13	 
	Data Failure Event of Default
	 	 	13	 
	delivery month 
	 	 	1	 
	Delivery Month 
	 	 	1	 
	ERCOT Load Zone 
	 	 	9	 
	execution
	 	 	35	 
	Factor MCPE 
	 	 	9	 
	Fixed 
	 	 	3	 
	Fixed Adder 
	 	 	7	 
	Force Majeure Event
	 	 	13	 
	Forward C&I Positions
	 	 	7, 24, 25	 
	Forward Hedge Positions
 
	 	 	11	 
	FP 
	 	 	3	 
	FP Positions (t, T)
	 	 	7, 10	 
	Heat Rate 
	 	 	7	 
	HMCPE 
	 	 	9	 
	Mark-to-Market 
	 	 	1	 
	Mass 
	 	 	3	 
	MCPE 
	 	 	9	 
	MCPE 
	 	 	3	 
	MCPE Positions (t, T) 
	 	 	8	 
	Merrill LIBOR Curve 
	 	 	2	 






Schedule 1.01(c) to CSRA




38









 





	 	 	 	 	 
	MGI
	 	 	3	 
	MGI Positions (t, T) 
	 	 	7	 
	MTMH
	 	 	3	 
	MTMH Positions (t, T)
	 	 	11	 
	MTMHO 
	 	 	3	 
	MTMHO Positions (t, T)
	 	 	11	 
	Option Positions (t, T) 
	 	 	10	 
	Options
	 	 	4	 
	Residential Mass
	 	 	3	 
	Risk Legs 
	 	 	3	 
	Small Business Mass
	 	 	3	 
	tenor 
	 	 	12	 






Schedule 1.01(c) to CSRA





39









 








Schedule 1.01(d)

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Exposure Step-Down Schedule (ESDS) and Fee Schedule




[***]






 




			
	***	 	The content of this Schedule 1.01(d) (consisting of 1 page) has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



















 






     



Schedule 1.01(e) 
To Amended and Restated Credit Sleeve and Reimbursement Agreement

Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case No	 	Trademark Name	 	Tmk Status	 	App. No,	 	FII Date	 	Reg. No.	 	Reg. Date	 	Country Name	 	Class	 	Action Due	 	Due Date	 	Owner
	069382.0194.001HO

	 	POWER. CARD and Design
	 	Registered
	 	 	75940944	 	 	10-Mar-2000
	 	 	2428481	 	 	13-Feb-2001
	 	United States of
America
	 	 	35,42	 	 	Renewal Due
	 	13-Feb-2011
	 	Reliant Energy Retail Holdings, LLC
	069382.0194.002

	 	E-SENSE (Stylized)
	 	Pending
	 	 	77581566	 	 	29-Sep-2008
	 	 	 	 	 	 	 	United States of
America
	 	 	9,36,37,38,41,42	 	 	Pre-Reg Stat Chk
	 	29-Mar-2009
	 	Reliant Energy Trademark Trust
	069382.9319N0

	 	RELIANT ENERGY &

Design
	 	Registered
	 	 	75623514	 	 	19-Jan-1999
	 	 	2983403	 	 	9-Aug-2005
	 	United States of
America
	 	 	42	 	 	Aff of Use - 5 Yr (Open)
	 	9-Aug-2010
	 	Reliant Energy Trademark Trust
	069382 0322HO

	 	RELIANT ENERGY &

Design
	 	Registered
	 	 	75623512	 	 	19-Jan-1999
	 	 	2681501	 	 	28-Jan-2003
	 	United States of
America
	 	 	36	 	 	Aff of Use - 5 Yr (Open)
	 	28-Jan-2008
	 	Reliant Energy Trademark Trust
	069182.0324HO

	 	RELIANT ENERGY &

Design
	 	Registered
	 	 	75623308	 	 	19-Jan-1999
	 	 	2895973	 	 	19-Oct-2004
	 	United States of
America
	 	 	39	 	 	Aff of Use - 5 Yr (Open)
	 	19-Oct-2009
	 	Reliant Energy Trademark Trust
	069382.0325HO

	 	RELIANT ENERGY &

Design
	 	Registered
	 	 	75623309	 	 	19-Jan-1999
	 	 	2666766	 	 	24-Dec-2002
	 	United States of
America
	 	 	42	 	 	Renewal Due
	 	24-Dec-2012
	 	Reliant Energy Trademark Trust
	069382:0330HO

	 	RELIANT ENERGY &

Design
	 	Registered
	 	 	75623509	 	 	19-Jan-1999
	 	 	2747525	 	 	5-Aug-2003
	 	United States of
America
	 	 	35	 	 	Aff of Use - 5 Yr (Open)
	 	5-Aug-2008
	 	Reliant Energy Trademark Trust
	069382.0405HO

	 	RELIANT
	 	Registered
	 	 	78311694	 	 	9-Oct-2003
	 	 	2886710	 	 	21-Sep-2004
	 	United States of
America
	 	 	39	 	 	Aff of Use - 5 Yr(Open)
	 	21-Sep-2009;
	 	Reliant Energy Trademark Trust
	069382.0406HO

	 	RELIANT
	 	Registered
	 	 	78311695	 	 	9-Oct-2003
	 	 	2886711	 	 	21-Sep-2004
	 	United States of
America
	 	 	40	 	 	Aff of Use - 5 Yr (Open)
	 	21-Sep-2009
	 	Reliant Energy Trademark Trust
	069382.0454HO

	 	RELIANT PARK
	 	Registered
	 	 	76195468	 	 	17-Jan-2001
	 	 	2897601	 	 	26-Oct-2004
	 	United States of
America
	 	 	18	 	 	Aff of Use - 5 Yr (Open)
	 	26-Oct-2009
	 	Reliant Energy Trademark Trust
	069382.0457HO

	 	RELIANT PARK
	 	Registered
	 	 	76195465	 	 	17-Jan-2001
	 	 	2897600	 	 	26-Oct-2004
	 	United States of
America
	 	 	25	 	 	Aft of Use - 5 Yr (Open)
	 	26-Oct-2009
	 	Reliant Energy Trademark Trust
	069382.0461HO

	 	RELIANT PARK
	 	Registered
	 	 	76195473	 	 	17-Jan-2001
	 	 	2884611	 	 	14-Sep-2004
	 	United States of
America
	 	 	35	 	 	Aff of Use - 5 Yr (Open)
	 	14-Sep-2009
	 	Reliant Energy Trademark Trust






Schedule 1.01(e) to CSRA




 









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case No	 	Trademark Name	 	Tmk Status	 	App. No,	 	FII Date	 	Reg. No.	 	Reg. Date	 	Country Name	 	Class	 	Action Due	 	Due Date	 	Owner
	069382.0463HO

	 	RELIANT PARK
	 	Registered
	 	 	76195471	 	 	17-Jan-2001
	 	 	2935264	 	 	22-Mar-2005
	 	United States of
America
	 	 	41	 	 	Aff of Use - 5 Yr(Open)
	 	22-Mar-2010
	 	Reliant Energy

Trademark Trust
	069382.0464HO

	 	RELIANT PARK
	 	Registered
	 	 	76195470	 	 	17-Jan-2001
	 	 	2933500	 	 	15-Mar-2005
	 	United States of
America
	 	 	43	 	 	Aff of Use - 5 Yr (Open)
	 	15-Mar-2010
	 	Reliant Energy

Trademark Trust
	069382.0475HO

	 	RELIANT ARENA
	 	Registered
	 	 	76195453	 	 	17-Jan-2001
	 	 	2976601	 	 	26-Jul-2005
	 	United States of
America
	 	 	35	 	 	Aft of Use - 5 Yr (Open)
	 	26-Jul-2010
	 	Reliant Energy

Trademark Trust
	069382.0477HO

	 	RELIANT ARENA
	 	Registered
	 	 	76195451	 	 	17-Jan-2001
	 	 	2896040	 	 	19-Oct-2004
	 	United States of
America
	 	 	41	 	 	Aff of Use - 5 Yr (Open)
	 	19-Oct-2009
	 	Reliant Energy

Trademark Trust
	069382.0478HO

	 	RELIANT ARENA
	 	Registered
	 	 	76195450	 	 	17-Jan-2001
	 	 	2943295	 	 	26-Apr-2005
	 	United States of
America
	 	 	42	 	 	Aff of Use - 5 Yr(Open)
	 	26-Apr-2010
	 	Reliant Energy

Trademark Trust
	060582.0503HO

	 	RELIANT CENTER
	 	Registered
	 	 	76195564	 	 	17-Jan-2001
	 	 	2897602	 	 	26-Oct-2004
	 	United States of
America
	 	 	35	 	 	Aff of Use - 5 Yr (Open)
	 	26-Oct-2009
	 	Reliant Energy

Trademark Trust
	069382.0505HO

	 	RELIANT CENTER
	 	Registered
	 	 	76195562	 	 	17-Jan-2001
	 	 	2875207	 	 	17-Aug-2004
	 	United States of
America
	 	 	41	 	 	Aff of Use - 5 Yr (Open)
	 	17-Aug-2009
	 	Reliant Energy

Trademark Trust
	069382.0509HO

	 	RELIANT STADIUM
	 	Registered
	 	 	76195558	 	 	17-Jan-2001
	 	 	2955241	 	 	24-May-2005
	 	United States of
America
	 	 	16	 	 	Aff of Use - 5 Yr (Open)
	 	24-May-2010
	 	Reliant Energy

Trademark Trust
	069382.0515HO

	 	RELIANT STADIUM
	 	Registered
	 	 	76195448	 	 	17-Jan-2001
	 	 	2929142	 	 	1-Mar-2005
	 	United Stales of
America
	 	 	28	 	 	Aff of Use - 5 Yr (Open)
	 	1-Mar-2010
	 	Reliant Energy

Trademark Trust
	069382.0517100

	 	RELIANT STADIUM
	 	Registered
	 	 	76195445	 	 	17-Jan-2001
	 	 	2929141	 	 	1-Mar-2005
	 	United Stales of
America
	 	 	35	 	 	Aff of Use - 5 Yr(Open)
	 	1-Mar-2010
	 	Reliant Energy

Trademark Trust
	069382.0519HO

	 	RELIANT STADIUM
	 	Registered
	 	 	76195443	 	 	17-Jan-2001
	 	 	2896039	 	 	19-Oct-2004
	 	United States of
America
	 	 	41	 	 	Aff of Use - 5 Yr
(Open)
	 	19-Oct-2009
	 	Reliant Energy

Trademark Trust
	069382.0540HO

	 	ENERGY COMMANDER
	 	Registered
	 	 	76263578	 	 	25-May-2001
	 	 	2764995	 	 	16-Sep-2003
	 	United States of
America
	 	 	9	 	 	Aff of Use - 5 Yr (Open)
	 	16-Sep-2008
	 	Reliant

Energy

Retail

Holdings,

LLC
	069382.0541HO

	 	ENERGY COMMANDER
	 	Registered
	 	 	76263577	 	 	25-May-2001
	 	 	2813513	 	 	10-Feb-2004
	 	United States of
America
	 	 	42	 	 	Aff of Use - 5 Yr(Open)
	 	10-Feb-2009
	 	Reliant

Energy

Retail

Holdings,

LLC






Schedule 1.01(e) to CSRA




 









 








     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case No	 	Trademark Name	 	Tmk Status	 	App. No,	 	FII Date	 	Reg. No.	 	Reg. Date	 	Country Name	 	Class	 	Action Due	 	Due Date	 	Owner
	069382.0547HO

	 	RELIANT STADIUM
	 	Registered
	 	 	75981391	 	 	17-Jan-2001
	 	 	2729638	 	 	24-Jun-2003
	 	United States of
America
	 	 	42	 	 	Aff of Use - 5 Yr (Open)
	 	24-Jun-2008
	 	Reliant Energy

Trademark Trust
	069382.0553HO

	 	YOUR HOUSTON

BUSINESS
	 	Registered
	 	 	78156502	 	 	21-Aug-2002
	 	 	2865827	 	 	20-Jul-2004
	 	United States of
America
	 	 	16, 41	 	 	Aff of Use - 5 Yr (Open)
	 	20-Jul-2009
	 	Reliant

Energy

Retail

Holdings,

LLC
	069382.0764HO

	 	RELIANT CENTER
	 	Registered
	 	 	75981963	 	 	17-Jan-2001
	 	 	2926480	 	 	15-Feb-2005
	 	United States of
America
	 	 	42	 	 	Aff of Use - 5 Yr (Open)
	 	15-Feb-2010
	 	Reliant Energy

Trademark Trust
	069382.0767HO

	 	RELIANT ENERGY
	 	Registered
	 	 	78451768	 	 	16-Jul-2004
	 	 	3053512	 	 	31-Jan-2006
	 	United States of
America
	 	 	35	 	 	Aff of Use - 5 Yr (Open)
	 	31-Jan-2011
	 	Reliant Energy

Trademark Trust
	069302.0768HO

	 	RELIANT ENERGY
	 	Registered
	 	 	78451803	 	 	16-Jul-2004
	 	 	3053513	 	 	31-Jan-2006
	 	United States of
America
	 	 	39	 	 	Aff of Use - 5 Yr (Open)
	 	31 -Jan-2011
	 	Reliant Energy

Trademark Trust
	069382.0769HO

	 	RELIANT ENERGY
	 	Registered
	 	 	78451815	 	 	16-Jul-04
	 	 	3045140	 	 	17-Jan-06
	 	United States of
America
	 	 	40	 	 	Aff of Use - 5 Yr(Open)
	 	17-Jan-2011
	 	Reliant Energy

Trademark Trust
	069382.0807HO

	 	RELIANT
	 	Registered
	 	 	78622356	 	 	4-May-2005
	 	 	3097811	 	 	30-May-2006
	 	United States of
America
	 	 	36	 	 	Aff of Use - 5 Yr (Open)
	 	30-May-2012
	 	Reliant Energy

Trademark Trust
	069382.0808HO

	 	RELIANT ENERGY
	 	Registered
	 	 	78622380	 	 	4-May-2005
	 	 	3132302	 	 	22-Aug-2006
	 	United States of
America
	 	 	36	 	 	Aff of Use - 5 Yr (Open)
	 	22-Aug-2011
	 	Reliant Energy

Trademark Trust
	069382.0817HO

	 	POWERZONE
	 	Registered
	 	 	78762804	 	 	29-Nov-2005
	 	 	3243942	 	 	22-May-2007
	 	United States of
America
	 	 	35, 41	 	 	Aff of Use - 5 Yr (Open)
	 	22-May-2012
	 	Reliant

Energy

Retail

Holdings,

LLC
	069382.0829HO

	 	RELIANT POWERTRACKER
	 	Registered
	 	 	77071862	 	 	27-Dec-2006
	 	 	3528114	 	 	4-Nov-2008
	 	United States of
America
	 	 	39	 	 	Aff of Use - 5 Yr (Open)
	 	4-Nov-2013
	 	Reliant

Energy

Retail

Services,

LLC






Schedule 1.01(e) to CSRA


 









 





Schedule 1.01(g) 
To Amended and Restated Credit Sleeve and Reimbursement Agreement

Investments



1. Reliant Energy Retail Holdings, LLC holds a 50% interest in the IT Trust.



2. Reliant Energy Retail Holdings, LLC owns 100% of the membership interests in Reliant Energy
Solutions East, LLC (“RESE”). Pursuant to Section 7.19 of the Purchase and Sale Agreement, no
Reliant Retail Obligor will own any membership interest in RESE on the Third A&R Date.




Schedule 1.01(g) to CSRA




 









 






Schedule 1.01(h) 
To Amended and Restated Credit Sleeve and Reimbursement Agreement

Liens




None.



 Schedule 1.01(h) to CSRA

 









 








     



Schedule 1.01 (i) to Amended and Restated Credit Sleeve Reimbursement Agreement




CSRA Post- Close Guidelines for Existing C&I Events




	 	 	 	 	 	 	 	 	 
	Change	 	Frequency	 	Description	 	Designation	 	Justification/Ramification
	HR, Gas, or Power Block 

Triggers

	 	High
	 	Existing customer contract allows for option to lock down HR, gas or enrgy blocks.
	 	IRF
	 	Part of existing contractual obligation. For those
customers who negotiated this right out of their
contracts for a lower adder, adding the right back in
will be viewed as a restructure.
	Transitions

	 	High
	 	Customer’s term ends however he/she has not


1 — Extended current contract;


2-Gone to other REP.


Therefore, retail puts them on MCPE + Adder product.


* This applies for customers who’s underlying contract is IRF. Once master base
moves ORF, the transition will be handled ORF.
	 	IRF
	 	Contract has effectively expired but retail is still
serving load in compliance with the terms of the original
contract.
	Assignments

	 	High
	 	An assignment can be a partial of full assignment and occurs when a new 3rd party
assumes the electricity contract of our customer, under the same term, price, etc
as the original C&I customer.
	 	IRF
	 	Contract terms have not changed just customer
	LaaR/EILS

	 	Low
	 	Incremental offering for exisiting customer. Customer receives credit if ERCOT
exercises right to interrupt. The term and price of contract do not change with
execution of amendment.
	 	IRF
	 	Terms and price of contract remain same. Load not
impacted. A customer may sign up for LAAR or EILS after
the retail contract is signed, which causes a contract
amendment, but nothing would change in terms of the
retail contract in regards to price or term.
	Supplemental

	 	Low
	 	Occasionally customers will call and tell us that they are going to have a
temporary increase in their load, This is usually in conjunction with customer
with cogen. Similar to an added site the load will increase, but the period is
short-term.
	 	IRF
	 	Current contractual right. Price will change for
incremental supply to cover for changes in supply costs.
	3rd Party Supply

	 	Low
	 	The customer will call the CTD and tell us they are bringing a certain amount of
supply, in which case we just serve as the QSE.
	 	IRF
	 	If current contractual right to bring 3rd party supply
exists then load remains in the ring fence.
	Immaterial Adds & Deletes

	 	High
	 	Customer calls and adds a meter under 5000 mwhrs. Example: school district adds a
trailer to the contract.
	 	IRF
	 	1) Historically been viewed as maintenance of existing
contracts.
2) High frequency of add/delete make it impractical to
renegotiate each contract to add/remove the sites from the
ring.
3) The load is insignificant.
4) Keeping immaterial new meters for existing customers
with the same legal entity (inside the ring) will be the
smoothest process from a customer’s point of view.
	POLR Drops

	 	Low
	 	A C&I customers REPS goes out of business and they are returned to RERS as POLR.
This will be additional C&I load.
	 	IRF
	 	Ercot will give the POLR load to RERS. RRI has no control
over who and what load is given to us via Ercot POLR
process.
	Prepay with No Price 

Change

	 	Low
	 	Customer is required to move to prepay due to credit quality.
	 	IRF
	 	If a customer is moved to prepay with no price change the
load will remain IRF.
	Prepay with Price Change

	 	Low
	 	Customer is on a contract and is prepaying for their usage, which may result in a
commodity price discount. Customer wants to move off of prepay, resulting in a
price change. Or the reverse situation, customer is on standard payment terms but
wants to move on to prepay to take advantage of the commodity price discount.
	 	ORF
	 	If a price change is involved with a prepay the load will
be moved ORF.
	Add Meters for Exisiting 

Customer on New Product

	 	Low
	 	Customer calls to add meters on a different product than the underlying contract
product exhibit for an immaterial meter(s) of no more than 5000 mwhs in
aggregate.
	 	IRF
	 	Assuming load is immaterial the new meters will be added
just like an immaterial add. If load is deemed material
then the new meters will be added under a new Master Base
ORF.
	Material Adds & Deletes

	 	Low
	 	Customer calls and adds a meter above 5000 mwhrs. Example: school district adds a
trailer to the contract.
	 	ORF*
	 	Very infrequent activity. In 2008 there were a total of 5
material adds. Each instance requires it’s own analysis
to determine % of underlying load and financial impact to
customer.
	Renewals & Extensions

	 	High
	 	Renew existing contract for longer term.
	 	ORF
	 	Original term load will remain in the ring. The load will
move out of the ring fence with the beginning of the
renewal period.
	Restructure — Blend &
Extend

	 	Medium
	 	Change customer’s price during exisiting term, in return for customer extending
the term of their contract.
	 	ORF*
	 	Changes the current obligations and thus requires the
load to come out of the ring fence.
	Restructure — Product switch

	 	Medium
	 	Customer changes product from original product exhibit (usually MCPE moving to
fixed price).
	 	ORF*
	 	Changes the current obligations and thus requires the
load to come out of the ring fence.








 




			
	*	 	When Existing load moves ORF, a portfolio of Supply equivalent to the original term load will be
sold from the RERS supply book to the RETR supply book at the original hedge prices.
	 
	 	 	IRF = Inside Ring Fence
	 
	 	 	ORF = Outside Ring Fence = Prohibited New C&I





 









 





Schedule 2.02(a) 
To Amended and Restated Credit Sleeve and Reimbursement Agreement

Counterparty Document Negotiation Provisions




Counterparty Document Modification Provisions




     ISDA Sections



a. Tax forms and delivery date of forms (assuming they do not go to any Merrill Party)

b. Addresses for Notices (other than Merrill Parties)

c. Definitions of offices, “Multibranch Party”.



 Schedule 2.02(a) to CSRA


 












 





Schedule 2.04

To Amended and Restated Credit Sleeve and Reimbursement Agreement

C&I Contracts and Governmental Contracts receiving ML Guarantee




Counterparty Name

Apache Corporation

Association Power, LLC

Big Lots Stores, Inc.

Citgo Petroleum Corporation

City of Houston

ConocoPhillips Company

Explorer Pipeline Company

Huntsman Polymers Corporation

Kinder Morgan Inc.

Kinder Morgan Operating L.P.

La Quinta Inns, Inc.

O’Reilly Automotive, Inc.

Petsmart, Inc.

Praxair, Inc.

Public Utility Commission of the State of Texas (“PUCT”)

Sprint United Management Company

Texas CUC Aggregation Project, Inc. dba Public Power Pool

Texas Rangers Baseball Partners

Texas General Land Office

University Of Texas System

U.S. General Services Administration

Valero Energy Corporation

Valero Logistics




Schedule 2.04 to CSRA





 









 








Schedule 3.06(a)

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Merrill Account




JP Morgan Chase




ABA 021000021




Account Number [***]






 




			
	***	 	Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.






 









 









Schedule 5.06

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Litigation





	I.	 	PENDING LITIGATION






	 	a.	 	Office of the Public Utility Counsel vs. Public Utility Commission of Texas,
Reliant Resources, Inc. and Reliant Energy Retail Services, L.L.C.; Cause No. GN301279;
In the District Court of Travis County, Texas, 345th Judicial District.
	 
	 	b.	 	Gulf Coast Coalition of Cities vs. Public Utilities Commission of Texas and
Reliant Energy Services; Cause No. GN2-03756 [4-5 Fuel Factor Case]; 345th Judicial
District Court; Travis County, Texas.
	 
	 	c.	 	The State of Texas vs. Public Utility Commission of Texas; Reliant Energy
Retail Services, L.L.C.; Case No. GV303876; 345th Judicial District Court; Travis
County, Texas.
	 
	 	d.	 	Homestead Commercial Group, LLC v. Reliant Energy Retail Services, LLC, Arched
Bridge Co. Inc., et al.; Cause No: 2007-65389; 281st Judicial District, Harris County,
Texas.
	 
	 	e.	 	In re: Movie Gallery/Hollywood Video Bankruptcy.
	 
	 	f.	 	534 Las Americas/Hispanic Housing (Bankruptcy); Case No. 07-33778; US
Bankruptcy Court, Southern District of Texas, Houston Division.
	 
	 	g.	 	In re: Arctic Cold Storage (Bankruptcy); Case No. 07-60254; US Bankruptcy
Court, Eastern District of Texas, Tyler Division.
	 
	 	h.	 	In re: Bombay Company, Inc. (Bankruptcy); Case
No. 07-44084-rfn-11;
 US Bankruptcy Court, Northern District of Texas, Ft. Worth Division.
	 
	 	i.	 	Houston Council for Health and Education vs. Public Utility
Commission of Texas, CenterPoint Energy, Houston Electric, LLC, Reliant Energy
Retail Services, LLC and Texas Genco, LP; Cause No. GN500160; 3rd Court of
Appeals, Travis County, Texas.
	 
	 	j.	 	Sharon Taylor, et al. vs. Freeman Publishers, Inc., et al. (Reliant
Energy, Inc. a/k/a Reliant Resources); Cause No. 02-07-cv-410; USDC, Western
District of Louisiana.
	 
	 	k.	 	In re: Miracle Candle; Cause No. 07-50227; United States District
Court, Southern District of Texas, Laredo Division.
	 
	 	l.	 	Ray Madrigal v. Reliant Energy, Inc. and AEP Energy Services, Inc.;
Cause No. 08-60392- 1; In the County Court at Law No. 1, Nueces County, Texas.





Schedule 5.06 to CSRA




-1-









 






	 	m.	 	Jan Andel, Diana Clarkson, a/n/f of Anthony Douglas Andel, A Minor, Wanda
Andel and Bruno Andel vs. Atlantic Service & Supply, LLC, et al.; Cause No.
2008-17202; In the 164th Judicial District Court, Harris County, Texas.
	 
	 	n.	 	Constellation Energy Commodities Group, Inc. vs. Public Utility Commission of
Texas; Cause No. D-1-GN-08-001213; in the 98th Judicial District Court, Travis County,
Texas.
	 
	 	o.	 	Timothy Gyftakos vs. Reliant Energy, Incorporated; Cause No. 928308; in the
County Civil Court at Law #3, Harris County, Texas.
	 
	 	p.	 	Merrill Lynch Commodities, Inc. et ano. vs. Reliant Energy Power
Supply, LLC et al.; Index No. 603820/2008; Supreme Court, New York County.
	 
	 	q.	 	IP CO., LLC d/b/a INTUS IQ vs. Reliant Energy, Inc., et al.;
C.A. No. 2: 090cv037; in the United States District Court for the Eastern District of Texas,
Marshall Division.
	 
	 	r.	 	Andrea L. Walker vs. Reliant Energy; Charge No. 450-2009-01794; United
States Equal Employment Opportunity Commission, Dallas District office.
	 
	 	s.	 	In re: Calpine Corporation et al., debtors, Ch 11 Case 05-6022; Calpine
Energy Services, L.P. vs. Reliant Energy Electric Solutions, LLC, Adversary Proceeding
No.08-1-01251; in the United States Bankruptcy Court for the Southern District of New
York.






	II.	 	THREATENED LITIGATION






	 	a.	 	Letter dated December 8, 2008 to Reliant Energy Retail Services, LLC from
Bennett, Weston & LaJone, P.C.
	 
	 	b.	 	Letter dated January 2, 2009 to Reliant Energy Retail Services, LLC from
Cokinos, Bosien & Young
	 
	 	c.	 	Letter dated January 22, 2009 to Reliant from K&L Gates






	III.	 	JUDGMENTS






	 	 	 	None.





Schedule 5.06 to CSRA




-2-









 





Schedule 5.13

To Amended and Restated Credit Sleeve and Reimbursement Agreement

List of Subsidiaries




Equity investment





	 	1.	 	RERH Holdings, LLC’s ownership of 1,000 units of the membership interest of Reliant
Energy Retail Holdings, LLC
	 
	 	2.	 	Reliant Energy Retail Holdings, LLC’s ownership of






	 	a.	 	1,000 units of the membership interest of Reliant Energy Retail Services, LLC
	 
	 	b.	 	1,000 units of the membership interest of Reliant Energy Power Supply, LLC






	 	3.	 	Reliant Energy Retail Services, LLC’s ownership of 1,000 units of the membership
interest of RE Retail Receivables, LLC
	 
	 	4.	 	Reliant Energy Retail Holdings, LLC’s holding of






	 	a.	 	100% of the beneficial interest of NRG Retail IT Trust





	 	 	 	 	 
	 	 	Jurisdiction of	 	Organizational/Taxpayer
	 	 	Organization	 	Identification Number
	RERH Holdings, LLC

	 	Delaware
	 	4191623/20-5222227
	Reliant Energy Retail Holdings, LLC

	 	Delaware
	 	3279845/76-0655580
	Reliant Energy Retail Services, LLC

	 	Delaware
	 	3279840/76-0655567
	RE Retail Receivables, LLC

	 	Delaware
	 	3531400/41-2046596
	Reliant Energy Power Supply, LLC

	 	Delaware
	 	4142914/20-4823108
	NRG Retail IT Trust

	 	Delaware	 	 






Address of the principal place of business for all of the above:




1000 Main Street

Houston, Texas 77002




Schedule 5.13 to CSRA





 









 








Schedule 5.16

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Compliance with Laws





	1.	 	Potential violation of P.U.C. Subst R. 25.107 (i)(5) regarding sufficiency of notice of
mergers of Reliant Energy Solutions, LLC and StarEn Power, LLC into Reliant Energy Retail
Services, LLC in 2005.
	 
	2.	 	During the period from February 4 to February 6, 2009 disconnect orders were issued to the
TDU for 153 customers without first providing the disconnect notices required by P.U.C. Subst.
R. 25.483(c), (k) and (l). 137 of those customers were disconnected. Reconnect orders were
issued to the TDU for all 153 customers by February 13, 2009. During the period of February 2,
2008 to November 4, 2008 disconnect orders were issued to the TDU for 54 customers without
first providing the disconnect notices required by P.U.C. Subst. R.
25.483(c), (k) and (l). 11
of those customers were never reconnected.





Schedule 5.16 to CSRA





 









 








Schedule 7.14

To Amended and Restated Credit Sleeve and Reimbursement Agreement

List of Retail Services





	1.	 	Services sold to RERS’s customers pursuant to that certain agreement entered into effective
July 28, 2006 by and between RERS and Cross Country Home Services, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (“Cross Country”), pursuant to
which RERS will make available to its customers in the state of Texas one or more of the
various home service plans offered by Cross Country.
	 
	2.	 	Services sold to customers of the Reliant Retail Obligors in connection with Energy
Commander, Reliant’s internet-based information and analysis portal that provides customer
specific tools, information, services, and products.
	 
	3.	 	RERS leases certain components and equipment involving the high-voltage substation at General
Motor’s Arlington, Texas assembly plant through October 31, 2010. The lease provides that RERS, through third party contractors, perform certain
maintenance and repair services pursuant to a cost plus arrangement contained in the lease.
RERS has a separate service agreement with a maintenance service provider, Eaton
Electrical, Inc., that provides periodic maintenance services on behalf of RERS.
	 
	4.	 	A project undertaken for Valeron Strength Films involved the installation and ongoing
recommended manufacturer’s (Mitsubishi) maintenance of an automatic fast bus transfer device
(switch) that identifies electrical disturbance conditions on incoming utility lines and can
transfer up to 6 MVA of load from the primary circuit to the secondary circuit within one-half
of one electrical cycle. RERS’s remaining obligation, which will terminate in November 2009,
is to provide annual periodic maintenance through a contract it has with Mitsubishi Electric
Power Products, Inc.
	 
	5.	 	On August 4, 1997, ARKLA and the United States of America/Department of the Army at Ft. Sill
entered into an Agreement For Energy Conservation and Demand Side Management Service, which,
through a subsequent delivery order (DABT 39-97-C-4046), dated September 24, 1997, required
ARKLA to provide labor, supplies and equipment to retrofit lighting fixtures at Ft. Sill’s
barracks, for a contract price of $615,279.70. The Army was to pay for the cost of the project
over a ten-year period from final acceptance. Thereafter, due to the acquisition and
consolidation of activities, Reliant Energy Solutions, LLC (later merged into RERS) expanded
the project to include de-centralizing and upgrading the barracks’ heating system to include
automatically controlled, high efficiency, modular gas fired, pulse type combustion boilers
for domestic hot water and space heating at each of the five barracks, together with
installing variable frequency drives and additional lighting upgrades. The final project sales
price, after





Schedule 7.14 to CSRA




 









 






	 	 	incorporating the then-remaining balance of the ARKLA lighting project, mentioned above,
was $5,168,533, which was funded at 7.75% interest per annum over a 10-year period.
	 
	 	 	After completion of the project, RERS negotiated third party financing (“Program
Agreement”) with Potomac Federal (subsequently acquired by GE Capital). Under the Program
Agreement terms, GE Capital provided third party non-recourse financing of the Ft. Sill
project, with RERS receiving (up-front) full payment from GE Capital for the sales price of
the project. The current outstanding amount owing on the principal is $124,053.69.
	 
	 	 	Under the terms of the Agreement, RERS is to bill, for 120 consecutive months, the monthly
amortization costs ($62,027.89) in conjunction with monthly natural gas bills rendered by
ARKLA to Ft. Sill. Following the spinoff of REI in 2002, administrative agency agreements
were entered into between RERS and CenterPoint Energy-ARKLA, and between RERS and
CenterPoint Energy-Entex, whereby the two natural gas distribution companies continue to
bill and collect as an agent for RERS. In the case of ARKLA, Ft. Sill is billed; whereas,
in the case of Entex, the Naval Construction Battalion Center is billed as discussed below.
In addition to the financing arrangement, RERS’s continuing service to Ft. Sill is limited
to prescribed annual preventative maintenance services, which RERS provides through
third-party local contractors. All of RERS’ obligations to Ft. Sill will terminate in June
11, 2009.
	 
	6.	 	On March 5, 1997, ENTEX appointed NorAM Energy Management as its agent for performing energy
conservation projects at federal facilities served by ENTEX. Subsequently, on July 9, 1997,
ENTEX entered into that certain Basic Ordering Agreement between the United States of America
and ENTEX, a Division of NorAm Energy Corporation, at Defense Facilities within its Service
Area (the “Basic Ordering Agreement”) to implement energy conservation projects.
	 
	 	 	Thereafter, on August 27, 1998, the United States of America, Department of the Navy,
Naval Construction Battalion Center (“NCBC”), issued contract purchase order number
N62467-97-G-1813 and Delivery Orders G0001 and G0002 (the “Delivery Orders”), to ENTEX for
the installation of a fuel cell in the Colmer Galley (the “Project”). On September 9,
1998, ENTEX appointed HL&P Energy Services Company (now RERS) as its agent for performing
energy conservation projects at federal facilities served by ENTEX. Pursuant to the
Delivery Orders, the monthly amortization of energy conservation project costs appear as
separate line items on monthly natural gas utility bills rendered for services supplied by
ENTEX to NCBC, and ENTEX collects on behalf of RERS, each month, payment for the Project.
There are two separate Delivery Orders, involving 120 monthly installments.





Schedule 7.14 to CSRA




 









 






	 	 	RERS’s remaining obligation involves the administration of invoicing, through an
Administrative Agency Agreement it has with CenterPoint Energy – Entex, of NCBC through
March 2010.
	 
	7.	 	Services such as walk-through audits, providing energy tips, and on-line energy audits.
	 
	8.	 	All-utility connection service (ie, together with electricity, water, gas, phone,
internet) provided to retail electric customers through All Connect.





Schedule 7.14 to CSRA





 









 








Schedule 12.13

To Amended and Restated Credit Sleeve and Reimbursement Agreement

List of Calculation Agents




Accenture LTD

Contact: Marina Kotovich

Phone: 312-693-8016 or 713-837-1500 or 1-877-889-9009 
Address:
2929 Allen Parkway, Suite 2000; Houston, TX 77019 
Web:
www.accenture.com




Ernst & Young, LLP

Contact: Marcela Donadio

Phone: 713-750-1276 or 713-750-1500

Address: 5 Houston Center, Suite 1200; 1401 McKinney St.; Houston, TX 77010

Web: www.ey.com/global/content.nsf/US/Home




PricewaterhouseCoopers, LLP

Contact: Mark Allen Smith

Phone: 713-356-4233 or 713-356-4000

Address: 1201 Louisiana, Suite 2900; Houston, TX 77002-5678

Web: www.pwc.com




Sirius Solutions, LLP

Contact: Brent Price

Phone: 713-888-7116 or 713-888-0488 or 1-800-234-8054

Address: 3700 Buffalo Speedway, 11th Floor; Houston, TX 77098

Web: www.sirsol.com




Schedule 12.13 to CSRA





 









 








Schedule 12.17

To Amended and Restated Credit Sleeve and Reimbursement Agreement

List of Offsetting Trades




[***]






 




			
	***	 	The content of this Schedule 12.17 (consisting of 2 pages) has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.





 









 




Exhibit A1




GUARANTEE OF MERRILL LYNCH & CO., INC.




     WHEREAS, Reliant Energy Power Supply, LLC, a Delaware limited liability company (“REPS”), and
certain of its affiliates have entered into an agreement with Merrill Lynch Commodities, Inc., a
corporation duly organized and existing under the laws of the State of Delaware (“MLCI”), and its
parent, Merrill Lynch & Co., Inc., a corporation duly organized and existing under the laws of the
State of Delaware (“ML & CO.”), related to an enhanced credit structure for the retail electric
business of REPS and its affiliates;



     WHEREAS, as part of the consideration for the above described agreement, ML & Co. has agreed
to issue this Guarantee, guarantying the obligations of REPS under the Agreement described below,
consistent with the terms and conditions set forth below.



     FOR VALUE RECEIVED, receipt of which is hereby acknowledged, ML & CO. hereby unconditionally
guarantees to
[                                         ] (the “Company”), the due and punctual payment of any and all amounts payable by REPS, its
successors and permitted assigns, to the extent such successors or permitted assigns are direct or
indirect subsidiaries of RERH Holdings, LLC, a Delaware limited liability company, under the terms
of the [EEI/ISDA] Master Agreement
between the Company and REPS, dated as of [                     ], 2006 (the “Agreement”), including, in case of
default, interest
on any amount due, when and as the same shall become due and payable, whether on the scheduled
payment dates, at maturity, upon declaration of termination or otherwise, according to the terms
thereof. In case of the failure of REPS punctually to make any such payment, ML & Co. hereby
agrees to make such payment, or cause such payment to be made, promptly upon demand made by the
Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no
event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full
force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed
hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the
insolvency, bankruptcy or reorganization of REPS or otherwise, all as though such payment had not
been made.



     ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Agreement; the absence of any action to enforce
the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of
any judgment against REPS or any action to enforce the same; or any other circumstances that might
otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML
& Co. covenants that this guarantee will not be discharged except by complete payment of the
amounts payable under the Agreement. This Guarantee shall continue to be effective if REPS merges
or consolidates with or into another entity, loses its separate legal identity or ceases to exist.



     ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and
dishonor; filing of claims with a court in the event of insolvency or bankruptcy of REPS; all
demands whatsoever, except as noted in the first paragraph hereof; and any right to require a
proceeding first against REPS.



     ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation
of ML & Co. and complies with all applicable laws. This Guarantee guarantees only payment
obligations of REPS and does not guarantee the performance of any other obligations of, including,
but not limited to, physical delivery or, to the extent applicable, reporting obligations of REPS.
This Guarantee constitutes a guarantee of payment and not of collection.



     This Guarantee shall be governed by, and construed in accordance with, the law of the State of
New York.




 









 







Exhibit A1




     This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in
accordance with the notice provisions of the Agreement, effective upon receipt of such notice by
the Company or such later date as may be specified in such notice; provided, however, that this
Guarantee shall continue in full force and effect, and shall be irrevocable, with respect to any
payment obligation of REPS arising under any Transaction under and as defined in the Agreement
entered into prior to the effectiveness of such notice of termination.



     This Guarantee becomes effective upon written notice to such effect from ML & Co., or MLCI on
its behalf, to the Company given in accordance with the notice provisions of the Agreement making
specific reference to this Guarantee and the Agreement.



     IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by
its duly authorized representative.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	MERRILL LYNCH & CO., INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 





 









 



Exhibit A2




GUARANTEE OF MERRILL LYNCH & CO., INC.




     WHEREAS, Reliant Energy Retail Services, LLC, a Delaware limited liability company (“RERS”),
and certain of its affiliates have entered into an agreement with Merrill Lynch Commodities, Inc.,
a corporation duly organized and existing under the laws of the State of Delaware (“MLCI”), and
its parent, Merrill Lynch & Co., Inc., a corporation duly organized and existing under the laws of
the State of Delaware (“ML & CO.”), related to an enhanced credit structure for the retail
electric business of RERS and its affiliates;



     WHEREAS, as part of the consideration for the above described agreement, ML & Co. has agreed
to issue this Guarantee, guarantying the obligations of RERS under the Agreement described below,
consistent with the terms and conditions set forth below.



     FOR VALUE RECEIVED, receipt of which is hereby acknowledged, ML & CO. hereby unconditionally
guarantees to
[                                         ] (the “Company”), the due and punctual payment of any and all amounts payable by RERS, its
successors and permitted assigns, to the extent such successors or permitted assigns are direct or
indirect subsidiaries of RERH Holdings, LLC, a Delaware limited liability company, under the terms
of the [Contract] between the Company and
RERS, dated as of [                     ], 2006 (the “Agreement”), including, in case of default, interest on any
amount due, when
and as the same shall become due and payable, whether on the scheduled payment dates, at maturity,
upon declaration of termination or otherwise, according to the terms thereof. In case of the
failure of RERS punctually to make any such payment, ML & Co. hereby agrees to make such payment,
or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided,
however that delay by the Company in giving such demand shall in no event affect ML & Co.’s
obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be
reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in
part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or
reorganization of RERS or otherwise, all as though such payment had not been made.



     ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Agreement; the absence of any action to enforce
the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of
any judgment against RERS or any action to enforce the same; or any other circumstances that might
otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML
& Co. covenants that this guarantee will not be discharged except by complete payment of the
amounts payable under the Agreement. This Guarantee shall continue to be effective if REPS merges
or consolidates with or into another entity, loses its separate legal identity or ceases to exist.



     ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and
dishonor; filing of claims with a court in the event of insolvency or bankruptcy of RERS; all
demands whatsoever, except as noted in the first paragraph hereof; and any right to require a
proceeding first against RERS.



     ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation
of ML & Co. and complies with all applicable laws. This Guarantee guarantees only payment
obligations of RERS and does not guarantee the performance of any other obligations of, including,
but not limited to, physical delivery or, to the extent applicable, reporting obligations of RERS.
This Guarantee constitutes a guarantee of payment and not of collection.



     This Guarantee shall be governed by, and construed in accordance with, the law of the State of
New York.




 









 




Exhibit A2




     This Guarantee becomes effective upon written notice to such effect from ML & Co., or MLCI on
its behalf, to the Company (which notice may be given by e-mail) making specific reference to this
Guarantee and the Agreement.



     IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by
its duly authorized representative.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	MERRILL LYNCH & CO., INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 






 









 









Exhibit B

To Amended and Restated Credit Sleeve and Reimbursement Agreement

List of Accepted Counterparties




[***]






 




			
	***	 	The content of this Exhibit B (consisting of 2 pages) has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.






 









 







Exhibits C1 through D2

To Amended and Restated Credit Sleeve and Reimbursement Agreement




[Intentionally Deleted.]





 











 






Exhibit E1

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Reliant Energy — Retail Risk Policy




[***]






 




			
	***	 	The content of this Exhibit E1 (consisting of 2 pages) has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.






 









 








Exhibit E2

To Amended and Restated Credit Sleeve and Reimbursement Agreement




[Intentionally Deleted.]





 









 







Exhibit F

To Amended and Restated Credit Sleeve and Reimbursement Agreement




[Intentionally Deleted.]





 









 








Exhibit G

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Joinder Agreement




FORM OF JOINDER AGREEMENT

([Subsidiary])




     This JOINDER AGREEMENT dated as of [date] (this “Agreement”), is among the undersigned and
the other parties to each of the agreements listed on Schedule A attached hereto (each a
“Joined Agreement” and together the “Joined Agreements”). With respect to each Joined
Agreement, the undersigned hereby agrees with the parties thereto as follows:



     Effective as of the date hereof, the undersigned by its signature below hereby becomes a
party to each Joined Agreement in the capacity indicated on Schedule A attached hereto, in
each case in accordance with the applicable provisions of such Joined Agreement for parties
joining such Joined Agreement, if any, and, without limiting the joinder requirements of any
Joined Agreement, the undersigned hereby (a) assumes all the obligations under each Joined
Agreement applicable to the undersigned in the capacity in which it is joining thereunder, (b)
agrees to be bound by the provisions of each Joined Agreement applicable to the undersigned in the
capacity in which it is joining thereunder as if the undersigned had been an original party
thereto, and (c) confirms that, after joining each Joined Agreement as set forth above, the
representations and warranties set forth in each Joined Agreement applicable to the undersigned in
the capacity in which it is joining thereunder are true and correct in all material respects as of
the date hereof; provided however, that the undersigned shall have no liability for the
observance and performance of the terms, conditions, and obligations under any Joined Agreement
applicable to the undersigned in its capacity thereunder which accrue prior to the date hereof to
the extent the same is expressly set forth on Schedule A attached hereto with respect to such
Joined Agreement.



     To the extent required by the terms of each Joined Agreement, the joinder of the undersigned
to such Joined Agreement as provided herein is acknowledged and agreed below by the applicable
parties thereto. This Agreement shall be construed as a separate agreement with the parties to
each Joined Agreement, and no party to this Agreement that is not a party to such Joined Agreement
shall have any rights with respect to such Joined Agreement by virtue of this Agreement.



     This Agreement may be executed by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. As expressly supplemented hereby, each Joined Agreement shall remain in full force
and effect.



     THIS JOINDER AGREEMENT AND THE JOINED AGREEMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
APPLICABLE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES TO ANY JOINED AGREEMENT.



Exhibit G to CSRA




 









 





     IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as of the
                    day of      
               ,
                    ,



	 	 	 	 	 	 	 
	 	 	[SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Acknowledged and Agreed:




[                                        ]




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






Signature Page to Joinder Agreement




Exhibit G to CSRA





 









 








Schedule A 


Joined Agreements




	 	 	 	 	 	 	 
	Counterparties	 	Agreement	 	Capacity Joined	 	Liability
	Merrill Lynch &
Co., Inc.
(“ML&Co”), a
Delaware
corporation, and
Merrill Lynch
Commodities, Inc.
(“MLCI”), a
Delaware
corporation.

	 	Amended and Restated Credit Sleeve and Reimbursement Agreement,
dated as of September 24, 2006, as amended and restated as of May 1, 2009 (the
“CSRA”), among Reliant Energy Power
Supply, LLC, and the Other Reliant Retail
Obligors listed on the signature pages
thereto, on one hand, and ML&Co and MLCI,
on the other hand, as the same may be
amended, supplemented, restated, renewed,
replaced, waived or otherwise modified
from time to time.
	 	Other Reliant Retail Obligor
	 	The undersigned
shall have no
liability for the
observance and
performance of the
terms, conditions,
and obligations
under applicable to
the undersigned in
its capacity under
the CSRA which
accrue prior to the
date hereof.
	 
	 	 	 	 	 	 
	Merrill Lynch
Capital
Corporation, a
Delaware
corporation
(“MLCC”).

	 	Second Amended and Restated Working Capital Facility Agreement, dated as of
September 24, 2006, as amended and restated as of May 1, 2009 (the “WCF”), among
MLCC, as Lender, Reliant Energy Retail Holdings, LLC,  as Borrower, and
the Other Reliant Retail Obligors, as
Guarantors, as the same may be amended,
supplemented, restated, renewed, replaced,
waived or otherwise modified from time to
time.
	 	Additional Guarantor
	 	The undersigned
shall have no
liability for the
observance and
performance of the
terms, conditions,
and obligations
under applicable to
the undersigned in
its capacity under
the WCF which
accrue prior to the
date hereof.
	 
	 	 	 	 	 	 
	NRG Energy, Inc., a
Delaware
corporation
(“NRG”),

	 	Master Services Agreement dated as of May 1, 2009 (the “MSA”), among NRG
and the Retail Companies listed on the
signature pages thereto, as the same may be
amended, supplemented, restated, renewed,
replaced, waived or otherwise modified
from time to time.
	 	Retail Company
	 	The undersigned
shall have no
liability for the
observance and
performance of the
terms, conditions,
and obligations
under applicable to
the undersigned in
its capacity under
the MSA which
accrue prior to the
date hereof.






Exhibit G to CSRA





 









 








Exhibit H

To Amended and Restated Credit Sleeve and Reimbursement Agreement

Form of Compliance Certificate




FORM OF COMPLIANCE CERTIFICATE




To:      Merrill Lynch Commodities, Inc., a Delaware corporation, as Sleeve Provider




     This Compliance Certificate is furnished pursuant to that certain Amended and Restated Credit Sleeve and
Reimbursement Agreement, dated as of September 24, 2006, as amended and restated as of May 1, 2009 (as the same may be further
amended or otherwise modified from time to time, the “Agreement”), among Reliant Energy Power
Supply, LLC, a Delaware limited liability company (“REPS”), the Other Reliant Retail Obligors
specified therein (together with REPS, the “Reliant Retail Obligors”), Merrill Lynch Commodities
Inc., a Delaware corporation, as Sleeve Provider, and Merrill Lynch & Co., Inc., a Delaware
corporation (“ML&Co”, and together with the Sleeve Provider, the “Merrill Parties”). Capitalized
terms used herein but not otherwise defined shall have the meanings given to such terms in the
Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I
am the duly elected         of RERH Holdings, LLC.



     2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions and
conditions of the Reliant Retail Obligors during the accounting period covered by the
attached financial statements.



     3. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event constituting a Default with respect
to a Reliant Event of Default, as such term is defined under the Agreement.



     4. Exhibit A attached hereto includes certain financial statements required
under the terms of the Agreement, all of which financial statements are true, complete
and correct in all material respects.



     5. 

The following individual asset sales were consummated during the quarter ending
                    : The aggregate amount of all such individual asset sales since December 1, 2006, is $                    :



[insert description of asset sales]




 









 




The foregoing certifications, together with the financial statements attached as Exhibit A
hereto, are made and delivered this day of , 20 .




	 	 	 	 	 
	 	 	RERH Holdings, LLC
	 
	 	 	 	 
	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 












 









 











EXHIBIT A TO COMPLIANCE CERTIFICATE

FINANCIAL STATEMENTS




Exhibit H to CSRA





 









 







Exhibit I1

to Amended and Restated Credit Sleeve Reimbursement Agreement

Sleeve Provider Employees with Access to Data




Senior Management:




David Goodman

Rob Jones

Dennis Albrecht




Origination/Structuring:

Don Ellithorpe

Tammy Nikoltcheva

Philip Carey




Mid-Office:

Vikki Karel

Chris Elliott

Valerie Thomas

Matt Miller

Grady Reed

Laney Sweatt




Market Risk:

Veronica Henley

Marcelo Meira

Yvette Owens

Fabian Rodriguez




Credit:

Orli Almog

Paula Smith

Karalyn Van Leggelo

Stephen Domroes

Ari Kagan

Blessing Mudavanhu

Stephan Dellosso

Lindsay Johnson

Vanessa Stabler




Exhibit I1 toCSRA





 









 








Information Technology:

Karim Ali

Scott Freeberg

Jason Ye

Reema Gupta

Robert Smart

Matt Slane

Burke Nail

Ed Calderon

Chune Zhang

James Coley




Back-Office:

Greg Whiting

Nicole White

Olga Herrera

Corey Dearing

Michelle Pringle

Melissa Valentino




Trade Documentation/Client Services:

Micole Newsome

Brenda Johnson

Jennifer Royer




Settlements:

Genaro Mendoza

Nicole Richard

Heather Jordan

Fawn Dees

Noe Garza




Compliance:

Deanna Newcomb

John Clowney




Legal:

Ron Oppenheimer

Shelly Abramson




Exhibit I1 toCSRA




 









 







Exhibit I2

to Amended and Restated Credit Sleeve Reimbursement Agreement

Reliant Employees with Access to Data




PART A



Please note that this schedule contains three different classifications: functional area access,
systems access and officer listings. There is overlap among and between these classifications.




Functional Area Access




Chief Risk Officer




Krishnan Kasiviswanathan




Retail Credit Risk

Arlene Spangler

Frank Marian

Chris Slaughter

Paul Feldman

Bryan Gelotti




Market Risk

Felix Lu

Bucky Gardner

Michael Naul

Robert Goerner

Manuel Ciobanu

Javier Li




Retail Structuring & Pricing

Chet Mercier

John Adams

Stephen Bouvier

Cara Canovas

David Rissmiller

Ben Yamat

Aibing Zhang




Risk Reporting & Risk Control

Brad Radimer

Allison Mundy

Kathleen Graper

Jonathan Osteen

Kathleen Ho




Exhibit I2 to CSRA




 









 





Matthew Condon

Amanda Lewis

Jasmine Shah




Non-execution Employees of Long-term Supply

Hemant Bajaj

Chad Bullard

Frank Bryan




Contract Administration


Ron Theriot


Ellen Dailey


Carol Grisby




Derivatives Accounting

Bharat Shah

Kellie Schoenecker

Scott Haney

Monica Matlock

Tuyen Nguyen (needs access until May 12 for April Close under TSA)

Stuart Smith

Misa Gondo (needs access until May 12 for April Close under TSA)

Penny Fetherston (needs access until May 12 for April Close under TSA)

Michelle Barnett (needs access until May 12 for April Close under TSA)

Nicole Pierce

Donna Henderson (needs access until May 12 for April Close under TSA)

Deena Mangan (needs access until May 12 for April Close under TSA)

Phelps McKee (needs access until May 12 for April Close under TSA)




Retail Accounting

Chuck Trygstad




Marketing Analytics & Forecasting

Eric Wang




Strategy & Market Analytics

Deena Morgan




Management & Performance Reporting

Lance Boyce




Ethics & Compliance

Courtney Hebert




IT (Personnel remaining with RRI, that will support CSRA IT work and have access to ML data in RRI
systems)




Exhibit I2 to CSRA




 









 






Robert Thibeault

Kim Hales

Tana Lam

Bob Singleton

Mike Reckles

Chris Lurix

Debbie Duniphin

Maria Fernandez

Sreehari Gorantla

Renuka Joopelli

Kevin Keller

Bill King

Meily Mejia

Kristopher Michalsky

Sandeep Paliwal

Prasad Pati

Marco Perez

Sridevi Ravi

Charles Wheatley

Tamie Dowies

Joe Haven

Scott Yeargain

Donna Benefield

Juan Sanchez

Jeff Pratt




Systems Access




ftp Site Access (Merrill data)

Market Risk

Felix Lu

Bucky Gardner

Manuel Ciobanu

Michael Naul




Database RTNP03 Access

Retail Credit Risk

Frank Marian

Arlene Spangler

Chris Slaughter




Market Risk

Felix Lu

Bucky Gardner

Michael Naul




Exhibit I2 to CSRA





 









 








Portfolio Valuation




Non-execution employees of Long-term Supply

Chad Bullard




Risk Reporting & Risk Control

Brad Radimer

Allison Mundy




Database KVARD01 Access

Market Risk

Felix Lu

Bucky Gardner

Manuel Ciobanu




Reliant Sleeve Directory Access

Market Risk

Felix Lu

Bucky Gardner

Manuel Cioanbu




Exhibit I2 to CSRA





 









 








Officers of:




NRG Energy, Inc.




	 	 	 
	Name	 	Title
	David Crane

	 	President and Chief Executive Officer
	Mauricio Gutierrez

	 	Executive Vice President, Commercial Operations
	John Ragan

	 	Executive Vice President & Chief Operating Officer
	Michael Liebelson

	 	Executive Vice President and Chief Development Officer, Low
Carbon Technologies
	Robert C. Flexon

	 	Executive Vice President and Chief Financial Officer
	J. Andrew Murphy

	 	Executive Vice President and Regional President,
Northeast Region
	Kevin T. Howell

	 	Executive Vice President and Regional President, Texas
	Jonathan Baliff

	 	Executive Vice President, Strategy
	Michael Bramnick

	 	Senior Vice President and General Counsel, Corporate
Compliance Officer
	Jan Paulin

	 	Senior Vice President and President and CEO of Padoma Wind
Power LLC
	Robert Martin Henry

	 	Senior Vice President, Business Operations
	Jeff Baudier

	 	Senior Vice President and President, South Central Region
	M. Stephen Hoffman

	 	Senior Vice President and President, Western Region
	Christopher Sotos

	 	Vice President and Treasurer
	James John Ingoldsby

	 	Vice President, Chief Accounting Officer
	Raymond Salort

	 	Vice President, Tax
	Denise Wilson

	 	Chief Administrative Officer
	Krishnan Kasiviswanathan

	 	Chief Risk Officer
	Tanuja M. Dehne

	 	Corporate Secretary






RERH Holdings, LLC

Reliant Energy Retail Holdings, LLC

Reliant Energy Retail Services, LLC

RE Retail Receivables, LLC




	 	 	 
	Name	 	Title
	Kevin T. Howell

	 	President
	Raymond Salort

	 	Vice President
	Jason B. Few

	 	Vice President
	Clare H. Doyle

	 	Vice President
	Eyvette
López Hetherington

	 	Vice President
	David R. Roylance

	 	Vice President
	Christopher Sotos

	 	Vice President and Treasurer
	Lynne Przychodzki

	 	Secretary






Exhibit I2 to CSRA




 









 






Reliant Energy Power Supply, LLC




	 	 	 
	Name	 	Title
	Kevin T. Howell

	 	President
	Raymond Salort

	 	Vice President
	Jason B. Few

	 	Vice President
	Clare H. Doyle

	 	Vice President
	Eyvette López Hetherington

	 	Vice President
	David R. Roylance

	 	Vice President
	Mark A. Durow

	 	Vice President
	Christopher Sotos

	 	Vice President and Treasurer
	Lynne Przychodzki

	 	Secretary






Exhibit I2 to CSRA





 









 








PART B




Chief Risk Officer

Krishnan Kasiviswanathan




Retail Credit Risk

Arlene Spangler

Frank Marian

Chris Slaughter

Bryan Gelotti

Paul Feldman




Market Risk

Felix Lu

Bucky Gardner

Robert Goerner

Manuel Ciobanu

Michael Naul

Javier Li




Retail Structuring & Pricing

Chet Mercier

John Adams

Stephen Bouvier

Cara Canovas

David Rissmiller

Ben Yamat

Aibing Zhang




Risk Reporting & Risk Control

Brad Radimer

Kathleen Graper

Allison Mundy

Matthew Condon

Amanda Lewis




Ethics & Compliance

Courtney Hebert




IT (Personnel remaining with RRI, that will support CSRA IT work and have

access to ML data in RRI systems)




Robert Thibeault

Kim Hales

Tana Lam

Bob Singleton

Mike Reckles




Exhibit I2 to CSRA





 









 








Chris Lurix

Debbie Duniphin

Maria Fernandez

Sreehari Gorantla

Renuka Joopelli

Kevin Keller

Bill King

Meily Mejia

Kristopher Michalsky

Sandeep Paliwal

Prasad Pati

Marco Perez

Sridevi Ravi

Charles Wheatley

Tamie Dowies

Joe Haven

Scott Yeargain

Donna Benefield

Juan Sanchez

Jeff Pratt




Exhibit I2 to CSRA