exv10w31






Exhibit 10.31




EXECUTION COPY




FIFTH SUPPLEMENTAL GUARANTEE AGREEMENT




     FIFTH SUPPLEMENTAL GUARANTEE AGREEMENT (this “Supplemental Guarantee Agreement”), dated as of
December 1, 2009, among RRI Energy Channelview LP (the “Guaranteeing Subsidiary”), a Delaware
limited partnership and a subsidiary of RRI Energy, Inc. (formerly known as Reliant Energy, Inc.)
(or its permitted successor), a Delaware corporation (the “Company”), the Company, the other
Subsidiary Guarantors (as defined in the Guarantee Agreement referred to herein) and The Bank of
New York Mellon Trust Company, N.A., as trustee under the Indenture (as defined in the Guarantee
Agreement referred to below) (the “Trustee”).



WITNESSETH




     WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to
the Trustee a Guarantee Agreement, dated as of December 22, 2004, as supplemented by a Supplemental
Guarantee Agreement related thereto dated as of September 21, 2006, a Second Supplemental Guarantee
Agreement related thereto dated as of December 1, 2006, a Third Supplemental Guarantee Agreement
dated as of June 1, 2009 and a Fourth Supplemental Guarantee Agreement dated as of August 20, 2009
(as supplemented to date, the “Guarantee Agreement”), providing for the Company’s guarantee (the
“RRI Guarantee”) of the Pennsylvania Economic Development Financing Authority’s (“PEDFA”) Exempt
Facilities Revenue Bonds (RRI Energy Seward, LLC Project), Series 2002B (the “Series 2002B Bonds”),
and the Subsidiary Guarantors’ guarantees of the RRI Guarantee;



     WHEREAS, the Guarantee Agreement provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental guarantee agreement pursuant to
which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations
under the RRI Guarantee and the Guarantee Agreement (the “Subsidiary Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Guarantee Agreement, the Trustee, the Company and the
other Subsidiary Guarantors are authorized to execute and deliver this Supplemental Guarantee
Agreement.



     NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Trustee, the Company and
the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of
the Holders of the Series 2002B Bonds as follows:



     1. Capitalized Terms. Unless otherwise defined in this Supplemental Guarantee Agreement,
capitalized terms used herein without definition shall have the meanings assigned to them in the
Guarantee Agreement.



     2. Agreement to be Bound; Guarantee. The Guaranteeing Subsidiary hereby becomes a party to
the Guarantee Agreement as a Subsidiary Guarantor and as such will have all of the rights and be
subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Guarantee
Agreement. The Guaranteeing Subsidiary hereby agrees to be bound by all of the provisions of the
Guarantee Agreement applicable to a Subsidiary Guarantor and to



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perform all of the Obligations and agreements of a Subsidiary Guarantor under the Guarantee
Agreement. In furtherance of the foregoing, the Guaranteeing Subsidiary shall be deemed a
Subsidiary Guarantor for purposes of Article 12 of the Guarantee Agreement, including, without
limitation, Section 12.02 thereof.




     3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL GUARANTEE AGREEMENT BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     4. Counterparts. The parties may sign any number of copies of this Supplemental Guarantee
Agreement. Each signed copy shall be an original, but all of them together represent the same
agreement.



     5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.



     6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Guarantee Agreement or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Company.



     7. Ratification of Guarantee Agreement; Supplemental Guarantee Agreement Part of Guarantee
Agreement. Except as expressly amended hereby, the Guarantee Agreement is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Guarantee Agreement shall form a part of the Guarantee Agreement for all
purposes, and every Holder of Series 2002B Bonds heretofore or hereafter authenticated and
delivered shall by bound hereby.



Remainder of page intentionally left blank








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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be
duly executed, all as of the date first above written.



	 	 	 	 	 
	 	RRI ENERGY CHANNELVIEW LP

 	 
	 	By:  	RRI Energy Channelview (Texas), LLC, its
  General Partner
 	 
	 	 	 	 
	 	By:  	                                              /s/ Andrew C. Johannesen
 	 
	 	 	Name:  	Andrew C. Johannesen 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	RRI ENERGY, INC.

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



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	 	RRI ENERGY ASSET MANAGEMENT, LLC

 	 
	 	By:  	Matthew E. Greek
 	 
	 	 	Name:  	Matthew E. Greek 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 
	 	RRI ENERGY BROADBAND, INC.

RRI ENERGY CALIFORNIA HOLDINGS, LLC

RRI ENERGY COMMUNICATIONS, INC.

RRI ENERGY COOLWATER, INC.

RRI ENERGY CORPORATE SERVICES, LLC

RRI ENERGY ELECTRIC SOLUTIONS, LLC

RRI ENERGY ELLWOOD, INC.

RRI ENERGY ETIWANDA, INC.

RRI ENERGY FLORIDA, LLC

RRI ENERGY KEY/CON FUELS, LLC

RRI ENERGY MANDALAY, INC.

RRI ENERGY NORTHEAST GENERATION, INC.

RRI ENERGY NORTHEAST HOLDINGS, INC.

RRI ENERGY ORMOND BEACH, INC.

RRI ENERGY POWER GENERATION, INC.

RRI ENERGY SABINE (DELAWARE), INC.

RRI ENERGY SABINE (TEXAS), INC.

RRI ENERGY SERVICES, INC.

RRI ENERGY SERVICES DESERT BASIN, LLC

RRI ENERGY SOLUTIONS EAST, LLC

RRI ENERGY TRADING EXCHANGE, INC.

RRI ENERGY VENTURES, INC.

RRI ENERGY WHOLESALE GENERATION, LLC
 
	 
	 	By:  	                     /s/ Andrew C. Johannesen
 	 
	 	 	Name:  	Andrew C. Johannesen 	 
	 	 	Title:  	Vice President and Treasurer of the corporations and
limited liability companies listed above 	 



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	 	THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Trustee

 	 
	 	By:  	/s/ Michael Judge
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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