exv10w3



 




EXHIBIT 10.3


 





AMENDMENT NO. 1


Dated as of October 26, 2005


TO



SECOND AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT



Dated as of December 22, 2004


(amending and restating the Amended and Restated Credit and

Guaranty Agreement, dated as of March 28, 2003),


among


RELIANT ENERGY, INC.,



as the Borrower,

The Other Loan Parties Referred To Herein,

as Guarantors,


The Other Lenders Party Hereto,


BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,


BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC.

as Syndication Agents,


and


GOLDMAN SACHS CREDIT PARTNERS L.P. and

MERRILL LYNCH CAPITAL CORPORATION

as Documentation Agents








 









 












AMENDMENT NO. 1




     This Amendment No. 1 dated as of October 26, 2005 (this “Amendment”) is among RELIANT
ENERGY, INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES referred to
herein, as Guarantors, and each of the lenders listed on the signature pages to this Amendment
(collectively, the “Lenders” and individually, a “Lender”).



INTRODUCTION




     A. The Borrower, the other Loan Parties referred to therein, BANK OF AMERICA, N.A., as
Administrative Agent, BARCLAYS BANK, PLC and DEUTSCHE BANK SECURITIES INC., as Syndication Agents
and GOLDMAN SACHS CREDIT PARTNERS L.P. and MERRILL LYNCH CAPITAL CORPORATION, as Documentation
Agents (collectively, the “Agents”) and the Lenders are parties to the Second Amended and
Restated Credit Agreement dated as of December 22, 2004 (the “Credit Agreement”).



     B. The Borrower, such other Loan Parties, the Agents and the Lenders wish to amend the Credit
Agreement in certain respects as provided herein.



     THEREFORE, the Borrower, such other Loan Parties, the Agents and the Lenders hereby agree as
follows:



     Section 1. Definitions. Unless otherwise defined in this Amendment, terms used in
this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such
terms in the Credit Agreement.



     Section 2. Indebtedness. Section 7.3(s) of the Credit Agreement is amended and
restated in its entirety to read as follows:




(s) additional Indebtedness of the Borrower or any of its Restricted Subsidiaries,
including Parity Secured Debt, Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, and Disqualified Stock of the Borrower,
or Indebtedness of Securitization Entities under Qualified Securitization Transactions, in
an aggregate principal amount (or accreted value, as applicable) at any time outstanding,
not to exceed $680,000,000, the proceeds of which are used for, or assumed in connection
with, general corporate purposes of the Borrower or any of its Restricted Subsidiaries.



     Section 3. Representations and Warranties. The Borrower represents and warrants to
the Agents and the Lenders that:



     (a) The representations and warranties of the Borrower and each other Loan Party contained in
Article V of the Credit Agreement or any other Loan Document, or which are contained in any
document furnished at any time under or in connection herewith or therewith, shall be true and
correct in all material respects on and as of the date of this Amendment, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date (provided,



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that representations and warranties which have Material Adverse Effect qualifiers shall be
true and correct in all respects to the extent such Material Adverse Effect qualifier is applicable
thereto), and except that for purposes of this clause, the representations and warranties contained
in clauses (a) and (b) of Section 5.5 of the Credit Agreement shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.1 of the Credit Agreement;




     (b) (i) this Amendment has been duly executed and delivered by each Loan Party that is party
thereto, (ii) this Amendment constitutes a legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party 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, and (iii) the execution, delivery and performance by each Loan
Party of this Amendment have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation
to which such Person is a party or affecting such Person or the properties of such Person or any of
its Subsidiaries, where such Contractual Obligation (x) evidences Indebtedness of the Borrower or
any of its Subsidiaries or (y) is identified in the exhibit list from time to time in filings made
by the Borrower with the SEC as material to the Borrower, or (ii) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which such Person or its property is
subject that could reasonably be expected to have a Material Adverse Effect; (c) violate any Law
that could reasonably be expected to have a Material Adverse Effect; or (d) result in the creation
of any Lien other than a Permitted Lien; and



     (c) as of the date of this Amendment, no Default or Event of Default has occurred and is
continuing.



     Section 4. Effectiveness. This Amendment shall become effective as of the date set
forth above, and the Credit Agreement shall be amended as provided in this Amendment, when (a) the
Borrower and each other Loan Party shall have delivered to the Administrative Agent originals of
this Amendment, duly and validly executed by the Borrower and each such Loan Party, and (b) the
Required Lenders shall have executed and delivered this Amendment to the Administrative Agent and
the Borrower. The Administrative Agent will confirm in writing to the Borrower when conditions (a)
and (b) have been satisfied.



     Section 5. Effect on Loan Documents.




	 	(a)	 	Except as amended herein, the Credit Agreement and the Loan Documents remain in
full force and effect as originally executed. Nothing herein shall act as a waiver of
any of the Agents’ or Lenders’ rights under the Loan Documents, as amended.
	 
	 	(b)	 	This Amendment is a Loan Document for the purposes of the provisions of the
other Loan Documents.




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     Section 6. Choice of Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.



     Section 7. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original.



Remainder of page intentionally left blank




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     EXECUTED to be effective as of the date first above written.



	 	 	 	 	 	 	 
	 	 	RELIANT ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RELIANT ENERGY ASSET MANAGEMENT, LLC	 	 
	 	 	RELIANT ENERGY BROADBAND, INC.	 	 
	 	 	RELIANT ENERGY CALIFORNIA HOLDINGS, LLC	 	 
	 	 	RELIANT ENERGY COMMUNICATIONS, INC.	 	 
	 	 	RELIANT ENERGY COOLWATER, INC.	 	 
	 	 	RELIANT ENERGY CORPORATE SERVICES, LLC	 	 
	 	 	RELIANT ENERGY ELLWOOD, INC.	 	 
	 	 	RELIANT ENERGY ETIWANDA, INC.	 	 
	 	 	RELIANT ENERGY FLORIDA, LLC	 	 
	 	 	RELIANT ENERGY FLORIDA HOLDINGS, LLC	 	 
	 	 	RELIANT ENERGY KEY/CON FUELS, LLC	 	 
	 	 	RELIANT ENERGY MANDALAY, INC.	 	 
	 	 	RELIANT ENERGY NET VENTURES, INC.	 	 
	 	 	RELIANT ENERGY NORTHEAST GENERATION, INC.	 	 
	 	 	RELIANT ENERGY NORTHEAST HOLDINGS, INC.	 	 
	 	 	RELIANT ENERGY ORMOND BEACH, INC.	 	 
	 	 	RELIANT ENERGY POWER GENERATION, INC.	 	 
	 	 	RELIANT ENERGY RETAIL HOLDINGS, LLC	 	 
	 	 	RELIANT ENERGY SABINE (TEXAS), INC.	 	 
	 	 	RELIANT ENERGY SERVICES DESERT BASIN, LLC	 	 
	 	 	RELIANT ENERGY SERVICES MID-STREAM, LLC	 	 
	 	 	RELIANT ENERGY SEWARD, LLC	 	 
	 	 	RELIANT ENERGY TRADING EXCHANGE, INC.	 	 
	 	 	RELIANT ENERGY VENTURES, INC.	 	 
	 	 	RELIANT ENERGY WHOLESALE GENERATION, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Andrew Johannesen	 	 
	 

	 	Title:
	 	Assistant Treasurer of the corporations and limited	 	 
	 

	 	 	 	liability companies, and of the general partners of	 	 
	 

	 	 	 	the limited partnerships, listed above	 	 






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	 	RELIANT ENERGY SERVICES, INC.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Andrew C. Johannesen	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	RELIANT ENERGY RETAIL SERVICES, LLC	 	 
	 	 	RELIANT ENERGY ELECTRIC SOLUTIONS, LLC	 	 
	 	 	RELIANT ENERGY SOLUTIONS EAST, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Lloyd A. Whittington	 	 
	 

	 	 	 	Title: Vice President and Treasurer of the limited	 	 
	 

	 	 	 	liability companies listed above	 	 
	 
	 	 	 	 	 	 
	 	 	RELIANT ENERGY CAPTRADES HOLDING CORP.
	 	 
	 	 	RELIANT ENERGY SABINE (DELAWARE), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Patricia F. Genzel	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	[INSERT NAME OF LENDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







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