Exhibit 10.17
SUPPLEMENTAL GUARANTEE
AGREEMENT
Supplemental Guarantee
Agreement (this “
Supplemental Guarantee Agreement ”), dated as of
September 21, 2006, among Reliant Energy Power Supply,
LLC (the “ Guaranteeing Subsidiary ”), a
Delaware limited liability company, a subsidiary of 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 J.P. Morgan Trust Company, National Association, 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 (the “Guarantee
Agreement” ), dated as of December 22, 2004,
providing for the Company’s guarantee (the “REI
Guarantee” ) of the Pennsylvania Economic Development
Financing Authority’s ( “PEDFA” ) Exempt
Facilities Revenue Bonds (Reliant Energy Seward, LLC Project),
Series 2003A (the “Series 2003A Bonds” ), and
the Subsidiary Guarantors’ guarantees of the REI
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 REI 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 2003A 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 Subsi
