Filed by Bowne Pure Compliance





Exhibit 10.1




AMENDMENT NO. 4

TO CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT




THIS AMENDMENT NO. 4 TO CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT dated as of July 24, 2008
(this “Amendment”) is entered into among Reliant Energy Power Supply, LLC (“REPS”),
the Other Reliant Retail Obligors parties thereto, Merrill Lynch Commodities, Inc. (“Sleeve
Provider”), and Merrill Lynch & Co., Inc. (“ML Guarantee Provider”).



PRELIMINARY STATEMENTS




A. Reference is made to that certain Amended and Restated Credit Sleeve and Reimbursement
Agreement dated as of September 24, 2006, as amended and restated as of August 1, 2007, by and
among REPS, the Other Reliant Retail Obligors parties thereto, the Sleeve Provider, and ML
Guarantee Provider (as amended, restated, supplemented or modified through the date of this
Amendment, the “CSRA”), the defined terms of which are used herein unless otherwise defined
herein.




B. The parties hereto have agreed to amend the CSRA as set forth herein.




NOW, THEREFORE, the parties to this Amendment hereby agree as follows:




SECTION 1. Amendment.



(a) Section 1.01 of the CSRA is amended by inserting in their entirety or amending in their
entirety, as applicable, the following defined terms:



“Additional Support Credit Rating” means a Credit
Rating equal to or less than A3 (or the equivalent) by Moody’s and
A- (or the equivalent) by S&P.



“Credit Rating” means at any time:



(a) with respect to any Accepted Counterparty, if Moody’s or
S&P has issued a credit rating for long-term senior unsecured, and
non-credit enhanced, Dollar-denominated debt of such Accepted
Counterparty, such credit rating, or, if such credit rating is not
available, the issuer rating of such Accepted Counterparty, issued
by each of Moody’s and S&P, as applicable, as in effect at such time
in respect of the Accepted Counterparty (in the event of a split
rating the lower rating shall apply);



(b) with respect to any Accepted Counterparty, if (i) clause
(a) above does not apply at such time, (ii) the obligations of such
Accepted Counterparty are guaranteed by any Person, (iii) the Sleeve
Provider has approved in its reasonable discretion the form of such
guarantee and (iv) Moody’s or S&P has issued a credit rating for
long-term senior unsecured, and non-credit enhanced debt of such
guarantor, such credit rating issued by each of Moody’s and S&P, as
applicable, as in effect at such time in respect of the guarantor (in the event of a split rating the lower
rating shall apply);


 


 









 





Exhibit 10.1




(c) with respect to any Accepted Counterparty, if neither
clause (a) nor clause (b) above shall apply at such time, the credit
rating, if any, for such Accepted Counterparty designated in writing
by the Sleeve Provider and in effect at such time for purposes of
this Agreement (which the Sleeve Provider may designate or withhold
in its reasonable discretion after consultation with, and review of
any relevant credit information provided by, the Reliant Retail
Obligors); or



(d) with respect to the ML Guarantee Provider, if Moody’s or
S&P has issued a credit rating for long-term senior unsecured, and
non-credit enhanced, Dollar-denominated debt of the ML Guarantee
Provider, such credit rating, or, if such credit rating is not
available, the issuer rating of the ML Guarantee Provider, issued by
Moody’s or S&P, as applicable, as in effect at such time in respect
of the ML Guarantee Provider.




(b) The first sentence of Section 2.06(b) is amended in its entirety to read as follows:



REPS shall have the right to declare an Unwind Start Date (i) on the
last day of any month to effect the beginning of the Unwind Period
at any time upon not less than 60 days prior written notice provided
by REPS to the Sleeve Provider, or (ii) at any time that the ML
Guarantee Provider shall have an Additional Support Credit Rating,
upon written notice by REPS to the Sleeve Provider and the ML
Guarantee Provider to be effective as of the Business Day next
following receipt of such notice.




(c) Section 7.17 of the CSRA is amended in its entirety to read as follows:



7.17. Accepted Products. Permit the aggregate amount of
Accepted Products (measured in Dollars expended) purchased by RERH
Holdings and its Subsidiaries directly or indirectly from Affiliates
of RERH Holdings (other than its Subsidiaries) during any
Computation Period to exceed 20% (or during any period when the ML
Guarantee Provider shall have an Additional Support Credit Rating,
30%) of the aggregate amount of all Accepted Products (measured in
Dollars expended) purchased by RERH Holdings and its Subsidiaries
during such Computation Period; provided, however, that for
the purposes of this Section 7.17, (a) the aggregate amount
of Accepted Products (measured in Dollars expended) purchased by
REPS under the Channelview PPA Confirmation shall be excluded from
the calculation and (b) as to any period when the ML Guarantee
Provider shall have an Additional Support Credit Rating, the
aggregate amount of Accepted Products (measured in Dollars expended) purchased by RERH
Holdings and its Subsidiaries under contracts entered into during
such period and causing the aggregate amount of Accepted Products
(measured in Dollars expended) purchased by RERH Holdings and its
Subsidiaries directly or indirectly from Affiliates of RERH Holdings
(other than its Subsidiaries) during any Computation Period to
exceed 20% (but not in excess of 30%) shall be excluded from the
calculation, such exclusion to continue, after the end of any such
period when the ML Guarantee Provider shall have an Additional
Credit Support Rating, so long as no additional purchases by RERH
Holdings and its Subsidiaries directly or indirectly from Affiliates
of RERH Holdings (other than its Subsidiaries) have been made.


 


2









 





Exhibit 10.1




(d) Exhibit B to the CSRA is amended to modify the limits for Reliant Energy Services, Inc. as
set forth on Exhibit B to this Amendment.



SECTION 2. Representations and Warranties. Each of REPS and each Other Reliant Retail
Obligor hereby represents and warrants to each of the other parties hereto that this Amendment
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally and by general principles of equity, whether
such enforceability is considered in a proceeding at law or in equity.



SECTION 3. Conditions Precedent. This Amendment shall become effective on the first
Business Day on which REPS and the Merrill Parties have received counterpart signature pages of
this Amendment, executed by each of the parties hereto and on which the Merrill Parties have
received a favorable opinion in form and substance reasonably satisfactory to the Merrill Parties
from Bracewell & Giuliani LLP to the effect this Amendment does not change the conclusions set
forth in the nonconsolidation opinion delivered in connection with the CSRA on August 1, 2007 (the
“Effective Date”).



SECTION 4. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same document. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier or by electronic means shall be effective as delivery of a manually
executed counterpart of this Amendment.



SECTION 5. Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of New York.



SECTION 6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.



[signatures follow]



 


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Exhibit 10.1




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers as of the date first above written.



	 	 	 	 	 
	 	RELIANT ENERGY POWER SUPPLY, LLC

 	 
	 	By:  	/s/ Lloyd A. Whittington
 	 
	 	 	Lloyd A. Whittington 	 
	 	 	Vice President and Treasurer 	 
	 



 


 









 





Exhibit 10.1




	 	 	 	 	 
	 	MERRILL PARTIES





MERRILL LYNCH COMMODITIES, INC.,

as Sleeve Provider

 	 
	 	By:  	/s/ Richard H. Jefferis
 	 
	 	 	Name:  	Richard H. Jefferis 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	MERRILL LYNCH & CO., INC., as ML

Guarantee Provider

 	 
	 	By:  	/s/ Marlene Debel
 	 
	 	 	Name:  	Marlene Debel 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



 


 









 





Exhibit 10.1




	 	 	 	 	 
	 	OTHER RELIANT RETAIL OBLIGORS



RERH HOLDINGS, LLC

 	 
	 	By:  	/s/ Lloyd A. Whittington
 	 
	 	 	Lloyd A. Whittington 	 
	 	 	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	RELIANT ENERGY RETAIL HOLDINGS, LLC

 	 
	 	By:  	/s/ Lloyd A. Whittington
 	 
	 	 	Lloyd A. Whittington 	 
	 	 	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	RELIANT ENERGY RETAIL SERVICES, LLC

 	 
	 	By:  	/s/ Lloyd A. Whittington
 	 
	 	 	Lloyd A. Whittington 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	RE RETAIL RECEIVABLES, LLC

 	 
	 	By:  	/s/ Lloyd A. Whittington
 	 
	 	 	Lloyd A. Whittington 	 
	 	 	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	RELIANT ENERGY SOLUTIONS EAST, LLC

 	 
	 	By:  	/s/ Lloyd A. Whittington
 	 
	 	 	Lloyd A. Whittington 	 
	 	 	Vice President and Treasurer 	 
	 



 


 









 





Exhibit 10.1




EXHIBIT B




Exhibit B

to CSRA




List of Accepted Counterparties




[***]






 




	 	 	 
	***	 	The content of this Exhibit B (consisting of 3 pages) has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.