exv10w5wb






Exhibit 10.5B




EXHIBIT C




FORM OF SUPPLEMENT



	 	 	 
	WHEN RECORDED MAIL TO:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	SPACE ABOVE THIS LINE FOR RECORDER’S USE






[FIRST] [SECOND] [ETC.] SUPPLEMENT TO

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FINANCING STATEMENT



THIS INSTRUMENT SUPPLEMENTS THAT CERTAIN AMENDED AND RESTATED MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT DATED
____________ ___,
20___ AND RECORDED ON
_______________
___, 20____ IN THE OFFICE OF THE
RECORDER OF DEEDS IN AND FOR INDIANA COUNTY, PENNSYLVANIA IN RECORD BOOK ______,



PAGE ___.




    
 THIS [FIRST] [SECOND] [ETC.] SUPPLEMENT TO MORTGAGE, ASSIGNMENT OF
LEASES AND RENTS, SECURITY AGREEMENT
AND FINANCING STATEMENT (“Supplement”) is
made as of this ______ day of
______, 2___ but is to be
effective as of the ___ day
of ___, 20___ (“Effective Date”), between RELIANT ENERGY SEWARD, LLC, a
Delaware limited liability company (the “Mortgagor”), having an address at 1000
Main Street, Houston, Texas 77002, and J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association] (the “Mortgagee”), having an
address at One Liberty Place, 1650 Market Street, Suite 4700 Philadelphia,
Pennsylvania 19103, Attention: Institutional Trust Services, not in its
individual capacity, but solely as Collateral Trustee under the Collateral Trust
Agreement, and for the ratable benefit of the Secured Parties from time to time
entitled to the benefits of the Collateral Trust Agreement (collectively, the
“Secured Parties”).



     All capitalized
terms used in this Instrument without definition shall
have the respective meanings ascribed to such terms in that certain Mortgage,
Assignment of Leases and Rents, Security Agreement and Financing Statement dated
______________ ___, 20___ and recorded
on ______________ ______,
20___ in the officer of the
Recorder of Deeds in and for Indiana County, Pennsylvania in Record Book ___,
Page ___ (as the same may be amended, amended and restated, supplemented or
otherwise modified, renewed or replaced from time to time, the “Existing
Mortgage”).



     WHEREAS, as contemplated
by the Collateral Trust Agreement, the
Mortgagor has designated the [  ] Bonds that are supported by Permitted PEDFA
Bond Indebtedness in the principal amount
of [$_______________], and any related
Obligations, as constituting Secured Obligations to be secured by this
Instrument (the “Additional Series of Secured Debt”) and, in connection
therewith, the Mortgagor has agreed to execute and deliver this Supplement to
the Mortgagee.



     NOW,
THEREFORE, in consideration of
the premises, each of the Mortgagor
and the Mortgagee hereby agrees to, and they do hereby, supplement, modify and
amend the Existing Mortgage as follows:













 





     1. ADDITIONAL SECURED DEBT. The Additional Series of Secured Debt is
Secured Debt and, together with all other Series of Secured Debt described in
the Existing Mortgage, constitute Secured Obligations under the Existing
Mortgage. The due and punctual payment and performance of the Additional Series
of Secured Debt, together with all other Series of Secured Debt described in the
Existing Mortgage, are secured Equally and Ratably by the Existing Mortgage and
all other liens, security interests and assignments held by the Mortgagee
pursuant to the Collateral Trust Agreement as security for the Secured
Obligations. In order to further evidence the foregoing and confirm that the
liens, security interests and assignments granted in the Existing Mortgage
secure the Additional Series of Secured Debt, the term Secured Obligations in
the Existing Mortgage is hereby amended to expressly state that all of the
Additional Series of Secured Debt are included in the Secured Obligations
secured by the Existing Mortgage. All liens, security interests and assignments
granted to the Mortgagee in the Existing Mortgage are hereby ratified and
confirmed as securing the Additional Series of Secured Debt. Accordingly, the
holders of the Additional Series of Secured Debt are entitled to the benefits of
the Collateral Trust Agreement and are Secured Parties under the Existing
Mortgage, together with all other Secured Parties under all other Series of
Secured Debt. Pursuant to the Existing Mortgage, the Mortgagor has, and does
hereby, grant, bargain, sell, mortgage, warrant, convey, alien, demise, release,
assign, transfer, set over, deliver, confirm and convey to the Mortgagee, its
successors, assigns and transferees upon the terms and conditions of the
Existing Mortgage, and subject to the Permitted Encumbrances, all of the
Mortgaged Property to secure the Additional Series of Secured Debt as part of
the Secured Obligations.



     2. EFFECT OF SUPPLEMENT. The Mortgagor and the Mortgagee agree
that the provisions of this Supplement shall not adversely affect or impair the
Existing Mortgage and that the liens, security interests, assignments and rights
evidenced thereby shall remain in full force and effect and shall be increased
and carried forward to secure all Secured Obligations, the purpose of this
instrument being simply to supplement, modify and amend the Existing Mortgage to
further evidence that it also secures the Additional Series of Secured Debt. All
of the terms and provisions of the Existing Mortgage shall be and remain in full
force and effect as therein written and as herein supplemented, modified and
amended.



     3. DUPLICATE ORIGINALS. This Supplement may be executed in any number
of duplicate originals and each duplicate original shall be deemed to be an
original.



     IN WITNESS WHEREOF, intending to be legally bound hereby, the Mortgagor
and the Mortgagee have executed this instrument as of the day and year set forth
above but effective as of the Effective Date.



	 	 	 	 	 
	



(SEAL) 	MORTGAGOR:


RELIANT ENERGY SEWARD, LLC,


a Delaware limited liability company

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 













 





	 	 	 	 	 
	 

(SEAL)  	MORTGAGEE:



J.P. MORGAN TRUST COMPANY, NATIONAL


ASSOCIATION

a national banking association,

as Collateral Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Certification of Address. I do hereby certify that the address of the
above-named Mortgagee is:



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





	 	 	 	 	 	 	 
	STATE OF
	 	 
	 	Section	 	        
	
	 	 
	 			Section 
	 
	COUNTY OF

	 	 

	 	 	 	Section 
	
	 	 
	 		 	





The foregoing instrument was acknowledged before me
 this ___ day of _________,
20___ by _________, as _________ of Reliant Energy Seward, LLC, a
Delaware limited liability company. He is personally known to me or has produced
____________ as identification.




	 	 	 	 	 
	 

	 	 
	 	 
	Print Name:
	 
	
 
Notary Public	 	 
	Serial No.:
	 	 	 	 
	Expiration:
	 	 	 	 
















	 	 	 	 	 	 	 
	My Commission expires:	 	 	 	 
	 
	STATE OF
	 	 
	 	Section	 	        
	
	 	 
	 			Section 
	 
	COUNTY OF

	 	 

	 	 	 	Section 
	
	 	 
	 		 	













The foregoing instrument was acknowledged before
me this ______ day of
____________,
20___ by _________,
as ___ of __________, a
____________. He is personally known to me or who has produced
_____________________
as identification.




	 	 	 	 	 
	 

	 	 
	 	 
	Print Name:
	 
	
 
Notary Public	 	 
	Serial No.:
	 	 	 	 
	Expiration:
	 	 	 	 





My Commission expires: