AMENDED AND RESTATED CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT

Exhibit 10.1(A)

Execution Copy

AMENDED AND RESTATED CREDIT SLEEVE
AND REIMBURSEMENT AGREEMENT

Originally dated as of

September 24, 2006

among

RELIANT ENERGY POWER SUPPLY, LLC,

The Other Reliant Retail Obligors referred to herein,
as Reimbursement Guarantors,

MERRILL LYNCH COMMODITIES, INC.,
as Sleeve Provider,

and

MERRILL LYNCH & CO., INC.,
as ML Guarantee Provider,

as amended and restated as of May 1, 2009

TABLE OF CONTENTS

This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience of reference only.

Schedules and Exhibits

          AMENDED AND RESTATED CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT (this “ Agreement ”) dated as of September 24, 2006, as amended and restated as of May 1, 2009 (the “ Third A&R Date ”), among RELIANT ENERGY POWER SUPPLY, LLC, a Delaware limited liability company (“ REPS ”), RERH Holdings, LLC, a Delaware limited liability company (“ RERH Holdings ”), Reliant Energy Retail Holdings, LLC, a Delaware limited liability company (“ RERH ”), Reliant Energy Retail Services, LLC, a Delaware limited liability company (“ RERS ”) and RE Retail Receivables, LLC, a Delaware limited liability company (“ RERR ”, and together with REPS, RERH Holdings, RERH, RERS and RERR, the “ Reliant Retail Obligors ”), MERRILL LYNCH COMMODITIES, INC., a Delaware corporation, as sleeve provider (the “ Sleeve Provider ”), and MERRILL LYNCH & CO., INC., a Delaware corporation, as guarantee provider (the “ ML Guarantee Provider ”, together with the Sleeve Provider, the “ Merrill Parties ”, and together with the Reliant Retail Obligors, the “ Parties ”, and each a “ Party ”).

          The Reliant Retail Obligors, the Sleeve Provider and the ML Guarantee Provider are parties to the existing Credit Sleeve and Reimbursement Agreement dated as of September 24, 2006, as previously amended and restated as of December 1, 2006, and as further amended and restated as of August 1, 2007 (as so previously amended and restated the “ Existing CSRA ”), pursuant to which the Reliant Retail Obligors have requested that the Sleeve Provider, and the Sleeve Provider has agreed to, arrange for the provision of certain guarantees of the ML Guarantee Provider and the posting of required collateral in connection therewith, in each case, in connection with the trading and related activities of the Reliant Retail Obligors in the Retail Energy Business (as defined below).

          NRG Retail LLC, a Delaware limited liability company (“ NRG Retail ”), and Reliant Energy, Inc., a Delaware corporation (“ REI ”) are parties to the LLC Membership Interest Purchase Agreement dated as of the Signing Date (the “ Purchase and Sale Agreement ”), pursuant to which NRG Retail has agreed to purchase, and REI has agreed to sell to NRG Retail, 100% of the equity interests of (a) RERH Holdings, (b) Reliant Energy Services Texas, LLC, a Delaware limited liability company (“ REST ”), and (c) Reliant Energy Texas Retail, LLC, a Delaware limited liability company (“ RETR ”), in each case owned by REI (collectively, the “ Retail Acquisition ”).

          In connection with the Retail Acquisition, the Parties desire to amend and restate the Existing CSRA.

          Accordingly, subject to Section 12.17 , the Parties agree that the Existing CSRA shall be amended and restated in its entirety as follows:

          Section 1. Definitions and Accounting Matters .

          1.01. Certain Defined Terms . As used herein, the following terms shall have the following respective meanings:

          “ Accepted Counterparty ” means each “Accepted Counterparty” listed in Exhibit B , as such Exhibit may be updated from time to time in accordance with Section 2.02 .

          “ Accepted Exchange ” means the NYMEX, ICE and, with the prior written consent of the Sleeve Provider, such consent not to be unreasonably withheld or delayed, any other public trading exchange commonly used by the natural gas or electric power industries for commercial transactions in Accepted Products.

          “ Accepted Product ” means, (a) in general, (i) physical and financial power, power basis, natural gas, natural gas basis, heat rate and natural gas tolling, (ii) options on the foregoing, (iii) weather derivatives, ancillary services, capacity, transmission congestion rights, transmission reassignment and renewable energy credits, and (iv) other physical or financial structured products related to the hedging of retail electricity, as such other structured products may be approved by the Sleeve Provider, including in such approval such related changes to the terms and conditions of this Agreement as the Merrill Parties deem appropriate (including the addition of related Counterparty Limitations in respect of such products), but with approval of such other structured products not to be unreasonably withheld, conditioned or delayed unless the impact thereof on all applicable Risk Limits is not measurable using the methodology employed on Schedule 1.01(c) or, in the case of products traded on an Accepted Exchange, such products are not capable of being assigned to the Sleeve Provider in connection with the execution of a related over the counter trade between the Sleeve Provider and REPS in a manner similar to that as provided in Section 2.03 , in the Sleeve Provider’s reasonable discretion, and (b) in respect of each Accepted Counterparty, each of the foregoing with respect to such Accepted Counterparty set forth on Exhibit B ; provided that (x) all Accepted Products shall be reasonably related to the Approved Market and (y) all Accepted Products shall have, with respect to all transactions other than those in the following proviso, a “tenor: of no more than 5 years and 6 months, meaning the time between the date of the execution of the transaction until the final delivery date of such product for physical transactions or the last day of the final settlement period for financial transactions, provided that (i) all transactions entered into on or after the Third A&R Date shall have a “tenor” of no more than 30 months and (ii) any transaction entered into in connection with the fixing of pricing under a corresponding C&I Contract may have a tenor ending not later than the last day of the scheduled term of such C&I Contract.

          “ Accepted Retail Product ” has the meaning ascribed thereto in Schedule 1.01(c) .

          “ Accepted Trades ” means each trade, including purchases and sales, relating to an Accepted Product with an Accepted Counterparty under a Power and Hedging Contract; provided that wholesale physical power sales shall be limited to sales within Approved Markets.

          “ Acquisition ” means any transaction or any series of related transactions by which a Person (1) acquires any going business or all or substantially all of the assets of any other Person, or division thereof, whether through purchase of assets, merger, or otherwise or (2) directly or indirectly acquires 100% of the Equity Interests of any other Person.

          “ Additional Coverage Amount ” means, at any time following the exercise by the Reliant Retail Obligors of the Clean-Up Option, the excess (if any) of (a) the Current Mark-to- Market of all Accepted Trades for which the Merrill Parties continue to provide credit support plus the Contingent Exposure Amount over (b) the Cash Coverage Amount.

          “ Additional Sleeve Fee ” means, with respect to any month, an amount equal to 5.875% per annum of the excess, if any, of the Exposure for such month over the Target Exposure for such month.

          “ 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.

          “ Adjusted Volume ” means, in respect of the volume under a Mirror OTC Contract, the volume of the related Exchange Traded Contract(s), adjusted in accordance with Schedule 1.01(b) .

          “ Adjusted Working Capital ” means, for any day, (a) the current assets (excluding availability under the Working Capital Facility) minus current liabilities of the Reliant Retail Obligors as of such day, determined on a consolidated basis in accordance with GAAP, less (b) the outstanding principal balance of the Working Capital Facility.

          “ Affiliate ” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person; provided that a Person will be deemed to be an Affiliate of RERH Holdings if RERH Holdings has knowledge that such Person beneficially owns 10% or more of the Voting Stock of RERH Holdings or, so long as NRG Parent has a direct or indirect beneficial interest in RERH Holdings, NRG Parent; provided , further , that RERH Holdings shall only be deemed to have knowledge of any Person beneficially owning 10% or more of NRG Parent’s Voting Stock if such Person has filed a statement of beneficial ownership pursuant to Sections 13(d) or 13(g) of the Exchange Act or has provided written notice thereof to RERH Holdings.

          “ Allocable State Taxes ” means any state or local taxes other than Applicable State Taxes.

          “ Applicable State Taxes ” means any state or local taxes (i) that are determined by reference solely to the income, transactions or attributes of the Reliant Retail Obligors, and (ii) the sole liability for which is imposed on the Reliant Retail Obligors.

          “ Approved ISO ” means ERCOT.

          “ Approved Market ” means the ERCOT Market.

          “ Approved Market Regulator ” means the FERC and the regulatory agency of each state in which an Approved Market operates that is responsible for regulating energy markets in such state, including, with respect to Texas, the PUCT.

          “ Agreement ” has the meaning ascribed thereto in the title paragraph hereto. The Agreement is sometimes referred to as the “ CSRA ”.

          “ Asset Sale ” means the sale, lease, conveyance or other disposition of any assets. Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale:

     (1) any single transaction or series of related transactions, other than transaction(s) involving the sale, lease, conveyance or other disposition of any C&I Customers or Residential Mass Customers, that has gross cash proceeds of less than $3,000,000, to the extent the aggregate of such transactions, together with the aggregate of all transactions made in reliance on clause (2) below, since the Third A&R Date does not exceed $10,000,000;

     (2) any single transaction or series of related transactions involving the sale, lease, conveyance or other disposition of C&I Customers having a load constituting less than 5.0% of the Reliant Retail Obligors’ total C&I Customer load (based on volume) that has gross cash proceeds of less than $3,000,000, to the extent the aggregate of such transactions, together with the aggregate of all transactions made in reliance on clause (1) above, since the Third A&R Date does not exceed $10,000,000 (provided that in the case of any sale, lease, conveyance or other disposition of C&I Customer load in accordance with this clause (2), REPS shall have closed out existing Power and Hedging Contracts necessary to close out substantially all of the supply for the load sold and caused the return of any ML Guarantee relating to such supply or such load being sold);

     (3) any transfer of assets between or among the Reliant Retail Obligors;

     (4) any issuance of Equity Interests by any Subsidiary of RERH Holdings to any Reliant Retail Obligor;

     (5) the sale or lease of products or services in the ordinary course of business, the sale or other disposition of damaged, worn out or obsolete assets or assets no longer used or useful in RERH Holdings’ or any of its Subsidiaries’ business and the sale or other disposition of accounts receivable which are more than sixty (60) days past due for collection;

     (6) the sale or other disposition of cash or Cash Equivalents to the extent not prohibited hereby;

     (7) any Permitted Investment;

     (8) any disposition resulting from any Condemnation;

     (9) any disposition of assets in connection with a foreclosure, transfer or deed in lieu of foreclosure or other exercise of remedial action; and

     (10) any sale, transfer or other disposition of spare parts and spare parts inventory to any other Subsidiary in the ordinary course of business so long as such spare parts and spare parts inventory are required in the ordinary course operation of the transferee’s business or operations at the time of such disposition.

          “ Attributable Debt ” means, on any date, (a) in respect of a sale and leaseback transaction, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended (such

present value to be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided , that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”) and (b) in respect of any Synthetic Lease Obligation or financing lease, the amount of the remaining lease payments under the relevant lease that would as of such date be required to be capitalized on a balance sheet in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.

          “ Audited Financial Statements ” means the audited consolidated balance sheet of RERH Holdings and its consolidated Subsidiaries for the Fiscal Year ended December 31, 2007, and the related consolidated statements of income or operations, stockholders’ equity, comprehensive income (loss) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures as of the end of, and for, the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP.

          “ Audit Committee ” means the Audit Committee of the Board of Directors or any equivalent committee of the Board of Directors having equivalent responsibilities to the Audit Committee of the Board of Directors of NRG Parent as of the Third A&R Date.

          “ Bankruptcy Code ” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, as codified at 11 U.S.C. Section 101 et seq .

          “ Bankruptcy Event ” means, with respect to any Person, a “Bankruptcy” (as defined in the 2003 ISDA Credit Derivatives Definitions, published by the International Swaps and Derivatives Association, Inc., determined as if such Person were a “Reference Entity”) of such Person.

          “ Base Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1% and (b) the Prime Rate in effect for such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

          “ BCFe ” means, with respect to any Accepted Trade, the contracted volume of the Reliant Retail Obligors power and gas positions for such transaction expressed as a billion cubic feet equivalent, and in the case of power, by converting fixed price power to Henry Hub gas using a market heat rate, as calculated by the Sleeve Provider in a manner consistent with Section VII of the Risk Management Policy.

          “ Blocked Account Agreement ” means collectively, (a) the Blocked Account Agreement dated as of the Third A&R Date, among The Bank of New York Mellon, the Collateral Trustee, and the Reliant Retail Obligors, (b) the Blocked Account Agreement dated as of the Initial Effective Date, among Wells Fargo Bank NA, the Collateral Trustee, and RERS, and (c) the Securities Account Control Agreement dated as of the Initial Effective Date, among U.S. Bank National Association, as collateral trustee, Mellon Financial Markets, LLC, as securities intermediary, and RERH .

          “ Board of Directors ” means the Board of Directors of NRG Parent or the board of directors, board of members, board of managers or similar body having equivalent responsibilities (or, in each case, a special committee of any such board or body) to the Board of Directors of NRG Parent as of the Third A&R Date.

          “ Business Day ” means any day other than a Saturday, Sunday or other day (a) on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Houston, Texas or New York City, (b) if the context relates to the NYMEX or ICE, on which the NYMEX or ICE is authorized to close or in fact is closed, or (c) if the context relates to ERCOT, on which ERCOT is authorized by North American Electric Reliability Corporation (NERC), or its successor, to close or in fact is closed.

          “ Business Services Mass Customer ” means any C&I Customer acquired through mass marketing; provided that if the addition of any C&I Customer that has a individual peak demand greater than 300 kW per hour as a Business Services Mass Customer would result in an aggregate annualized expected load of all Business Services Mass Customers with individual peak demands greater than 300 kW per hour added after the Third A&R Date of more than 250,000 MWh, then such additional C&I Customer shall not qualify as a “Business Services Mass Customer”.

          “ C&I Contract ” means a contract for the sale of any retail electric products or services by any Reliant Retail Obligor to a C&I Customer that does not qualify as a Business Services Mass Customer.

          “ C&I Customer ” means any commercial, industrial or governmental customer of the Reliant Retail Obligors.

          “ Calculation Agent ” has the meaning ascribed thereto in Section 12.13 .

          “ Capital Lease Obligation ” means, as applied to any Person, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet of such Person in accordance with GAAP in the reasonable judgment of such Person, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

          “ Capital Outlay Date ” has the meaning ascribed thereto in Section 3.01 .

          “ Capital Stock ” means:

     (a) in the case of a corporation, corporate stock;

     (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

          (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

          “ Cash Collateral ” means, with respect to any Collateral Account, Collateral consisting of the balance of Dollars credited to such Collateral Account.

          “ Cash Coverage Amount ” means, at any time following the exercise by the Reliant Retail Obligors of the Clean-Up Option, an amount equal to the lesser of (a) the greater of (i) 125% of the Current Mark-to-Market of all Accepted Trades for which the Merrill Parties continue to provide credit support and (ii) the Current Mark-to-Market of all Accepted Trades for which the Merrill Parties continue to provide credit support plus $25,000,000 and (b) the Current Mark-to-Market of all Accepted Trades for which the Merrill Parties continue to provide credit support plus 100% the Contingent Exposure Amount.

          “ Cash Equivalents ” means:

     (a) Dollars;

     (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

     (c) deposit accounts with any other bank that has a long-term debt rating at the time of investment of A+ or better by S&P and A1 or better by Moody’s (an “ Approved Bank ”);

     (d) repurchase obligations for underlying securities of the types described in clause (b) entered into with an Approved Bank at the time acquired, issued or entered into (as applicable and whichever is latest), in each case, having a maturity of not more than one year from the date of acquisition and secured by securities of the type described in clause (b), the market value of which (including accrued interest) is not less than the amount of the applicable repurchase agreement;

     (e) commercial paper with a rating at the time of investment of A-1 by S&P and P-1 by Moody’s and, in each case, maturing within one year after the date of acquisition;

     (f) money market funds which invest primarily in Cash Equivalents of the kinds described in clauses (a) through (e) of this definition; and

     (g) certificates of deposit and Eurodollar time deposits with maturities o six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any domestic commercial bank having capital surplus in excess of $500,000,000 and a Thomson Bank

Watch Rating of “B” or better or, if Thomson Bank Watch Rating does not rate the relevant bank, an equivalent rating issued by an equivalent non-US rating agency, if any.

          “ Change of Control ” means the occurrence of any of the following:

     (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of NRG Parent and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of NRG Parent or any of its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan);

     (b) the adoption of a plan relating to the liquidation or dissolution of NRG Parent;

     (c) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 40% of the Voting Stock of NRG Parent, measured by voting power rather than number of shares;

     (d) NRG Parent consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, NRG Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of NRG Parent or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of NRG Parent outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance); and

     (e) any Reliant Retail Obligor ceases to be a Wholly Owned Subsidiary of NRG Parent (excluding for purposes of this clause (e), the Class B Membership Units in RERH Holdings held by the Sleeve Provider).

          It shall not be deemed a “Change of Control” pursuant to clauses (a) , (c) or (d) above, if (i) NRG Parent or the surviving entity, as the case may be, has the same or higher Credit Rating from each of S&P and Moody’s immediately following such transfer, sale, disposition, merger, consolidation or other transaction as NRG Parent did immediately prior to such transfer, sale, disposition, merger, consolidation or other transaction, or (ii) the Reliant Retail Obligors cause NRG Parent or the surviving entity, as the case may be, to make an additional contribution in cash to the capital of RERH Holdings in an amount equal to 50% of the Exposure, measured immediately after such change as described in clauses (a) , (c) , or (d) above, within 3 Business Days of such change, all of which amount is posted to the Sleeve Provider ( provided that any such contribution shall be in addition to, and shall not relieve NRG Parent of any obligation to make, any Required Equity Contribution to the extent required by the Parent Contribution Agreement).

          “ Chief Executive Officer ” means the Chief Executive Officer of NRG Parent or the individual with equivalent responsibilities to the Chief Executive Officer as of the Third A&R Date.

          “ Chief Financial Officer ” means the Chief Financial Officer of NRG Parent or the individual with equivalent responsibilities to the Chief Financial Officer as of the Third A&R Date.

          “ Chief Risk Officer ” means the Chief Risk Officer of NRG Parent or the individual with equivalent responsibilities to the Chief Risk Officer as of the Third A&R Date.

          “ Clean-Up Option ” has the meaning ascribed thereto in Section 6.19 .

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

          “ Collateral ” has the meaning ascribed thereto in the Collateral Trust Agreement.

          “ Collateral Accounts ” means the deposit, securities, and investment accounts subject to the Blocked Account Agreement.

          “ Collateral Foreclosure ” means any setoff, application or foreclosure taken by an applicable secured party with respect to any Merrill Collateral.

          “ Collateral Trust Agreement ” means the Collateral Trust Agreement dated as of the Initial Effective Date, among each Reliant Retail Obligor and the Collateral Trustee under which the Merrill Parties are Secured Counterparties as therein defined.

          “ Collateral Trustee ” means the Collateral Trustee under the Collateral Trust Agreement, including any successors from time to time acting as such thereunder.

          “ Commitment ” means (i) the commitment of the Working Capital Facility Provider to make Loans to REPS under, and in accordance with, the Working Capital Facility and (ii) the commitments of Replacement Working Capital Providers to make Loans to any of the Reliant Retail Obligors under, and in accordance with, any Replacement Working Capital Facility.

          “ Compliance Certificate ” means a compliance certificate in substantially the form of Exhibit H .

          “ Compliance Information ” means, with respect to any Compliance Party, the information customarily requested from similarly situated trading counterparties by the Sleeve Provider or the ML Guarantee Provider in the ordinary course of their respective businesses (i) to comply with applicable Laws (including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))) and (ii) to comply with other internal compliance requirements, in each case to the extent the same are of general application to, and established by the Sleeve Provider or the ML Guarantee Provider in the ordinary course of their respective businesses for, similarly situated trading counterparties.

          “ Compliance Party ” means any Accepted Counterparty, C&I Customer, Governmental Customer, Governmental Authority or any other Person entitled to benefit from (i) an ML Guarantee, or (ii) the posting of cash collateral by, or any agreement to post or provide cash collateral by, the Sleeve Provider.

          “ Compliance Requirements ” means, with respect to any Compliance Party, the receipt by the Sleeve Provider or the ML Guarantee Provider, as applicable, from such Compliance Party of applicable Compliance Information that satisfies the compliance requirements generally established by the Sleeve Provider or the ML Guarantee Provider for similarly situated trading counterparties in the ordinary course of their respective businesses.

          “ Computation Period ” means, as of the last day of any month, the last twelve full calendar months ending on such last day.

          “ Condemnation ” shall mean any condemnation or other taking, or temporary or permanent requisition of, any property, any interest therein or right appurtenant thereto, or any change of grade affecting any property, in each case as the result of the exercise of any right of condemnation or eminent domain. A sale or other transfer to a Governmental Authority in lieu of, or in anticipation of, condemnation shall be deemed to be a Condemnation.

          “ Consolidated EBITDA ” means, for any Person for any period determined on a consolidated basis in accordance with GAAP, an amount equal to, without any duplication, (a) net income (before giving effect to the cumulative effect of changes in accounting principles and discontinued operations and before income taxes and franchise taxes to the extent based on the income of such Person and its Subsidiaries) for such period, plus (b) Consolidated Interest Charges for such period, plus (c) depreciation, depletion, impairment, abandonment and amortization expense for such period (including any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to the transactions contemplated by the Transaction Documents), plus (d) net unrealized losses related to trading or non-trading energy derivatives, plus (e) any expenses or charges related to any investment, disposition, recapitalization or indebtedness not prohibited to be incurred or undertaken under this Agreement including a refinancing thereof (whether or not successful), including such fees, expenses or charges related to this Agreement, the other Transaction Documents and each Transaction contemplated hereby or thereby, plus (f) any professional and underwriting fees related to any investment, recapitalization or indebtedness not prohibited to be incurred or undertaken under this Agreement, the other Transaction Documents and each transaction contemplated hereby or thereby, plus (g) without duplication, any writeoffs, writedowns or other non-cash charges reducing net income for such period, (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus (h) all non-cash losses or charges classified as extraordinary, unusual or nonrecurring (including severance, relocation and other restructuring costs), and related tax effects according to GAAP, plus (i) any impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and/or 144, or any successor pronouncement, minus (j) net unrealized gains related to trading or non-trading energy derivatives, and minus (k) any non-cash gains or other items increasing net income for such period, other than such gains that represent an accrual of revenue in the ordinary course of business; provided, however, for purposes of this definition, (i) gains and losses on the disposition of assets not in the ordinary course of business, and (ii) any cash

extraordinary, unusual or other non-recurring gains or losses shall be excluded to the extent incurred or realized during such period in accordance with GAAP from the calculation of Consolidated EBITDA. If during any period for which Consolidated EBITDA is being determined, RERH Holdings or any Subsidiary shall have made or consummated any asset sale that is not fully included in discontinued operations, then Consolidated EBITDA shall, to the extent such asset sale is not excluded from Consolidated EBITDA pursuant to the foregoing proviso, be determined on a pro forma basis for such period as if such asset sale had been made or consummated as of the beginning of the first day of such period.

          “ Consolidated Interest Charges ” means, without duplication, for any period for RERH Holdings and its Subsidiaries on a consolidated basis, (a) the total interest expense for such period (including the Monthly Sleeve Fee (and any similar payment payable to a Replacement Sleeve Provider, however defined), amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, and net of the effect of all payments made or received pursuant to hedging obligations in respect of interest rates), whether or not included as interest expense in accordance with GAAP), plus (b) any capitalized interest during such period, plus (c) any interest accruing on indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; minus (d) (i) the total interest income of such Person and its Subsidiaries, including interest income from any escrow or trust account, and (ii) in all cases whether expensed or amortized, any interest expense attributable to (A) any makewhole or premium paid in connection with the repayment of any Indebtedness not prohibited hereunder, or (B) any upfront direct or indirect costs, expenses, or fees incurred in connection with, including those arising out of the preparation for the maturity of, (1) this Agreement or the Working Capital Facility or (2) the incurrence of any Indebtedness not prohibited hereunder after the Third A&R Date.

          “ Contingent Exposure Amount ” means, with respect to any Accepted Trades, the aggregate Dollar amount of all potential liability of the Merrill Parties in respect of such Accepted Trades, as reasonably determined by the Merrill Parties to a 99.0% (2.32-sigma) confidence level.

          “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

          “ Controller ” means the Controller of NRG Parent or the individual with equivalent responsibilities to the Controller as of the Third A&R Date.

          “ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; and the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

          “ Core Collateral Subsidiary ” has the meaning ascribed thereto in the Parent Contribution Agreement.

          “ Counterparty ” means a Person that at any time sells, delivers, purchases and/or receives, or is or can be required to sell, deliver, purchase and/or receive, Accepted Products to or from any Reliant Retail Obligor.

          “ Counterparty Document ” means, with respect to each Accepted Counterparty, the Power and Hedging Contract, Credit Support Agreement and ML Guarantee and any related certificates, documents and agreements, as applicable, relating to such Accepted Counterparty.

          “ Counterparty Limitations ” means, in respect of an Accepted Counterparty and an Accepted Product, each of the limits set forth on Exhibit B .

          “ CPT ” means the prevailing time in Houston, Texas.

          “ 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);

     (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 in 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.

          “ Credit Sleeve Obligations ” mean the Obligations of the Reliant Retail Obligors under this Agreement, including the Reimbursement Obligations and the Obligations in respect of the payment of all Monthly Sleeve Fees, Additional Sleeve Fees and Excess Exposure Fee required hereunder.

          “ Credit Sleeve Termination Date ” means the earliest date on which the Credit Sleeve Obligations have been terminated and satisfied in full and all Merrill Collateral, including all ML Guarantees, posted by the Merrill Parties has been returned to the Merrill Parties or reimbursement has been made therefore and on which all other obligations owed to the Merrill Parties hereunder and under the other Transaction Documents have been paid and satisfied in full in accordance with Section 6.19 (in each case, other than indemnities and any similar obligations of the Reliant Retail Obligors not then due and payable that expressly survive termination of this Agreement and the other Transaction Documents).

          “ Credit Support Agreement ” means a credit support agreement among an Accepted Counterparty, REPS and the Sleeve Provider, in each case, in the form in effect as of the Third A&R Date, or in such other form as REPS and the Sleeve Provider may otherwise agree, in accordance with Section 2.02 , providing for credit support with respect to a Power and Hedging Contract.

          “ Current Draw Reimbursement Obligations ” means Draw Reimbursement Obligations other than any portion thereof that becomes a Deferred Reimbursement Obligation.

          “ Current Mark-to-Market ” has the meaning ascribed thereto in Schedule 1.01(c) .

          “ Current Payables ” means, for any day, the aggregate accounts payable balance of the Reliant Retail Obligors under all Power and Hedging Contracts and Power Purchase Agreements as of the first day of the calendar month in which such day falls, as reflected in the books and records of the Reliant Retail Obligors.

          “ Data Failure Event of Default ” has the meaning ascribed thereto in Schedule 1.01(c) .

          “ Default ” means an Event of Default or an event that with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

          “ Deferred Cure Reimbursement Obligations ” has the meaning ascribed thereto in Section 12.07(b) .

          “ Deferred Draw Reimbursement Obligations ” has the meaning ascribed thereto in Section 3.02 .

          “ Deferred Reimbursement Obligations ” means the Deferred Draw Reimbursement Obligations and Deferred Cure Reimbursement Obligations.

          “ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the Credit Sleeve Termination Date. Notwithstanding the preceding sentence, any Capital Stock of NRG Parent that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require NRG Parent to repurchase such Capital Stock upon

the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock. The amount of Disqualified Stock of any Reliant Retail Obligor deemed to be outstanding at any time for purposes of this Agreement shall be equal to the maximum amount that RERH Holdings and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

          “ Dollars ” and “ $ ” means lawful money of the United States of America.

          “ Downgrade Event ” means, with respect to any Person, the Credit Rating of such Person in effect on the Initial Effective Date or when such Person first becomes an Accepted Counterparty, as applicable, is downgraded by either of Moody’s or S&P by two notches or has been downgraded by one notch and put on watch list for a possible additional downgrade by either of Moody’s or S&P.

          “ Draw Reimbursement Obligations ” has the meaning ascribed thereto in Section 3.02 .

          “ EEI Master Agreement ” means the Edison Electric Institute Master Power Purchase and Sale Agreement, version 2.1 (modified 04/25/00) as in effect from time to time.

          “ EFS Transaction ” means, in respect of any NYMEX Exchange Traded Contract(s) held by REPS, an exchange of such futures for a swap transaction between REPS and the Sleeve Provider executed on the NYMEX, in accordance with any applicable rules and procedures, pursuant to which the Sleeve Provider and REPS exchange (a) the number of NYMEX Exchange Traded Contract(s) held by REPS at the volume weighted average price at which REPS entered into such Exchange Traded Contract(s) for (b) related Mirror NYMEX OTC Contracts.

          “ Energy ” means “Energy” as defined in Schedule P to the EEI Master Agreement.

          “ Environmental Laws ” means any and all Federal, state, local, regional and foreign statutes, laws, rules of common law, constitutional provisions, regulations, ordinances, rules judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or Hazardous Materials, including, those relating to the use analysis, generation, manufacture, storage, discharge, emission, release, disposal, transportation treatment, investigation, removal, or remediation of Hazardous Materials. Environmental Laws include those acts commonly referred to as: the Comprehensive Environmental Response, Compensation and Liability Act of 1980; the Superfund Amendments and Reauthorization Act; the National Environmental Policy Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, and the Occupational Safety and Health Act, and their state counterparts.

          “ EOO Transaction ” means, in respect of any NYMEX Exchange Traded Contract(s) held by REPS, an exchange of such NYMEX options for an over-the-counter option transaction between REPS and the Sleeve Provider executed on NYMEX, in accordance with any applicable rules and procedures, pursuant to which the Sleeve Provider and REPS exchange

(a) the number of NYMEX options held by REPS for (b) related Mirror NYMEX OTC Contracts.

          “ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

          “ ERCOT ” means the Electric Reliability Council of Texas, or any successor thereto.

          “ ERCOT Market ” means the electric market to which ERCOT regulation applies.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

          “ ERISA Affiliate ” means any trade or business (whether or not incorporated) which is a member of the controlled group of RERH Holdings or under common control with RERH Holdings within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code) or Section 4001(a)(14) of ERISA.

          “ ERISA Event ” means (a) a reportable event (within the meaning of Section 4043 of ERISA) with respect to a Pension Plan; (b) a withdrawal by RERH Holdings or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meaning of Sections 4203 or 4205 of ERISA) by RERH Holdings or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon RERH Holdings or any ERISA Affiliate.

          “ ESDS ” means the Exposure Step-Down Schedule set forth on Schedule 1.01(d) .

          “ ESDS Calculation Date ” means, with respect to any calendar month, the last Business Day of the immediately preceding month.

          “ Event of Default ” means a Sleeve Provider Event of Default or a Reliant Event of Default.

          “ Excess Exposure Fee ” means, with respect to any calendar month, the “Excess Exposure Fee” for such month set forth on the Fee Schedule.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Exchange Traded Contract ” means each trade of an Accepted Product traded and cleared on an Accepted Exchange held or obtained by REPS relating to the sale, purchase, delivery or receipt of any Accepted Product.

          “ Excluded Subsidiary ” has the meaning ascribed thereto in the Parent Contribution Agreement.

          “ Exclusivity and Fee Letter ” means that certain letter dated February 22, 2009 from NRG Parent and accepted and agreed to by the Merrill Parties, relating to the transactions contemplated hereby.

          “ Exempt Subsidiary ” has the meaning ascribed thereto in the Parent Contribution Agreement.

          “ Existing CSRA ” has the meaning ascribed thereto in the introductory paragraphs to this Agreement.

          “ Exposure ” means, as of any ESDS Calculation Date, (a) the sum, without duplication, of (i) the Current Mark-to-Market, (ii) all cash, letters of credit, surety bonds and any cash equivalents posted by the Merrill Parties under this Agreement, (iii) the aggregate amount of all outstanding ML Guarantees (other than any ML Guarantee of an Accepted Trade) and (iv) Current Payables, minus (b) all Posted Collateral, in each case, as determined by the Merrill Parties as of such ESDS Calculation Date and set forth in the related Exposure Report; provided that for purposes of the foregoing (a) Current Mark-to-Market shall exclude the effect of any Accepted Trades under the PMI/REPS RW ISDA so long as no “Event of Default” or “Termination Event” shall have occurred and be continuing thereunder, (b) Current Mark-to-Market shall exclude the effect of the True Forward Hedge Positions solely to the extent such positions are in-the-money to the Reliant Retail Obligors and exceed Current Payables and (c) the amount of any ML Guarantee shall be deemed equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such ML Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by ML Guarantee Provider in good faith. Without limiting any challenge rights of the Reliant Retail Obligors provided in Part I of Schedule 1.01(c) , the determination of Exposure shall be conclusive and binding on all of the Parties hereto absent manifest error. As used in this definition, “True Forward Hedge Positions” means all Forward Hedge Positions (as defined in Schedule 1.01(c)) other than Mirror OTC Contracts.

          “ Exposure Report ” has the meaning ascribed thereto in Schedule 1.01(c).19 .

          “ Fair Market Value ” means the value that would be paid by a willing buyer to a willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the chief financial officer of RERH Holdings or Board of Directors of RERH Holdings or the selling entity (unless otherwise provided in this Agreement).

          “ Failure to Pay or Post ” means, in respect of any Accepted Counterparty, any event of default (after any applicable cure period) for failure to make payment or post collateral

(howsoever defined) by such Accepted Counterparty under its related Power and Hedging Contract with REPS (including, as applicable, its related Credit Support Agreement).

          “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions as determined by the Sleeve Provider.

          “ Fee Schedule ” means the fee schedule set forth on Schedule 1.01(d) .

          “ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

          “ Federal Tax Payable Amount ” has the meaning set forth in the NRG Parent Services Agreement.

          “ FERC ” means the Federal Energy Regulatory Commission, or any successor thereto.

          “ Financial Officer ” means, with respect to any Reliant Retail Obligor, any of the chief financial officer, principal accounting officer, treasurer or controller thereof.

          “ First Execution Date ” means September 24, 2006.

          “ Fiscal Quarter ” means each three month period of a Fiscal Year ending on March 31, June 30, September 30, and December 31.

          “ Fiscal Year ” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year ( e.g. , the “ 2006 Fiscal Year ”) refer to the Fiscal Year ending on December 31 of such calendar year.

          “ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

          “ GLO ” means the Texas General Land Office.

          “ GLO Amount ” means, at any time, the aggregate outstanding amount owed to GLO in respect of the outstanding GLO Payments (as such term is defined in the GLO Contract).

          “ GLO Assignment Agreement ” means the partial assignment and assumption agreement dated as of the Third A&R Date in respect of the GLO Contract, between REPS, as assignor, and RETR, as assignee, together with the consent and release of GLO in respect thereof

          “ GLO Contract ” means that certain Energy Supply and Services Agreement dated as of December 12, 2006, between GLO and REPS.

          “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state, county, or local, and any agency, authority, instrumentality, regulatory body, court, central bank, independent system operator, transmission organization or other entity to the extent exercising executive, legislative, judicial, taxing, monetary, regulatory, supervisory or administrative powers or functions of or pertaining to government or the regulation of the Retail Energy Business, including Approved ISOs and Approved Market Regulators in such capacities as regulators of their applicable markets.

          “ Governmental Contract ” means a contract for the purchase or sale of any retail electric products or services between any Reliant Retail Obligor and a Governmental Customer.

          “ Governmental Customer ” means (a) any agency, authority, instrumentality, central bank, independent system operator, transmission organization or other entity owned or controlled by any Governmental Authority or (b) any Person that is or could be a Governmental Authority; in either case, to the extent acting in a commercial capacity under a Governmental Contract, including Approved ISOs and GLO in such capacities.

          “ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise; provided, that standard contractual indemnities that do not relate to Indebtedness shall not be considered a Guarantee). The term “ Guarantee ” as a defined verb has a corresponding meaning.

          “ Guaranteed Obligations ” has the meaning ascribed thereto in Section 11.01 .

          “ Hazardous Materials ” means all explosive, flammable, corrosive or radioactive substances or wastes and all hazardous, carcinogenic, mutagenic or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, toxic mold and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “ Hedging Obligations ” shall mean, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements, (b) other agreements or arrangements designed to manage interest rates or interest rate risk, (c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates and (d) agreements (including each confirmation entered

into pursuant to any master agreement) providing for swaps, caps, collars, puts, calls, floors, futures, options, spots, forwards, power purchase or sale agreements, fuel purchase or sale agreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, netting agreements, commercial or trading agreements, each with respect to, or involving the purchase, transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy related commodity or service, price or price indices for any such commodities or services or any other similar derivative agreements, and any other similar agreements, in each case under clause (a), (b), (c) and (d), entered into by such Person.

          “ ICE ” means the IntercontinentalExchange, Inc. or its successor.

          “ ICE Block Transaction ” means, in respect of any ICE Exchange Traded Contract(s) held by REPS, transactions between REPS and the Sleeve Provider, pursuant to which the Sleeve Provider and REPS (a) execute a block trade entered into ICE in accordance with any applicable rules and procedures, whereby Sleeve Provider takes the same net long or short position as that initially held by REPS for the number of ICE Exchange Traded Contract(s) held by REPS at the volume weighted average price at which REPS entered into such ICE Exchange Traded Contract(s) and (b) enter into related Mirror ICE OTC Contracts.

          “ Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses or trade payables), whether or not contingent (without duplication):

     (a) in respect of borrowed money;

     (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or reimbursement agreements in respect thereof;

     (c) in respect of banker’s acceptances;

     (d) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions, Synthetic Lease Obligations or financing leases;

     (e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;

     (f) representing any Interest Hedging Obligations; or

     (g) consisting of Disqualified Stock;

whether or not any of the preceding items appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “ Indebtedness ” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be:

     (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

     (ii) the principal amount of and premium (if any) on the Indebtedness, in the case of any other Indebtedness;

     (iii) in respect of Indebtedness of other Persons secured by a Lien on the assets of the specified Person, the lesser of:

     (A) the Fair Market Value of such asset at such date of determination, and

     (B) the amount of such Indebtedness of such other Persons; and

          (iv) in respect of any Guarantee, an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

          “ Information Technology Systems ” means all information technology systems used in the operation of the Retail Energy Business including hardware, software, middleware, tools, databases, technical and business information, know-how or other data or information, related documents, registrations and franchises, licenses or leases for any of the foregoing and all license rights and all additions, improvements, enhancements and accessions thereto, and books and records describing or used in connection with any of the foregoing.

          “ Initial Effective Date ” means December 1, 2006.

          “ Initial Contribution ” has the meaning ascribed thereto in the Parent Contribution Agreement.

          “ Intercompany Cash Management Agreement ” means the Intercompany Cash Management Agreement dated as of the Initial Effective Date among RERH Holdings and its Subsidiaries.

          “ Interest Hedging Obligations ” means, with respect to any specified Person, the net obligations of such Person under:

     (a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

     (b) other agreements or arrangements designed to manage interest rate risk; and

     (c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates.

          “ Investment ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or similar obligations), advances or capital contributions (excluding payroll, commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. “Investment” shall exclude extensions of trade credit or posting of cash collateral by the Reliant Retail Obligors and each of their Subsidiaries in the ordinary course of business. The acquisition by the Reliant Retail Obligors or their Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by such Reliant Retail Obligor or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person. Except as otherwise provided in this Agreement, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value.

          “ Investment Grade Rating ” means a Credit Rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

          “ IP License Agreement ” means the IP Cross License Agreement dated as of the Third A&R Date between REI, RERH and the IT Trust, or any replacement or successor agreement approved by the Merrill Parties.

          “ IP Trust ” means the Reliant Energy Trademark Trust, a Delaware statutory trust, or any replacement or successor trust formed for a similar purpose and approved by the Merrill Parties.

          “ IT Service Agreement ” means the IT Service Agreement dated as of the Initial Effective Date between IT Trust and one or more of the Reliant Retail Obligors, or any replacement or successor agreement, or any similar agreement between one or more of the Reliant Retail Obligors and the NRG IT Trust, in each case, approved by the Merrill Parties.

          “ IT Trust ” means the RRI Energy IT Trust, a Delaware statutory trust.

          “ IT Trust Management Agreement ” means the IT Trust Management Agreement dated as of the Initial Effective Date between REI and IT Trust, or any replacement or successor agreement, or any similar agreement between NRG Parent (or an Affiliate of NRG Parent) and the NRG IT Trust, in each case, approved by the Merrill Parties.

          “ IT Trust Transfer and Allocation Plan ” means a detailed written plan in form, scope and substance satisfactory to the Sleeve Provider outlining in detail, among other things, the proposed allocation of assets held in the IT Trust on the Third A&R Date between REI and its Subsidiaries, on the one hand and the Reliant Retail Obligors, on the other hand, including, (a) the manner of transfer, (b) the timing of transfer, (c) the third-party consents required to be obtained in connection with the transfer and (d) such other information as MLCI may reasonably request, as such plan may be modified and supplemented from time to time with the consent of the Sleeve Provider.

          “ Joinder Agreement ” means a Joinder Agreement in the form of Exhibit G or in such other form as REPS and the Merrill Parties may agree executed pursuant to Section 6.11(a)(i) in connection with a Subsidiary of RERH Holdings becoming an “Other Reliant Retail Obligor” hereunder.

          “ Law ” means, as to any Person, any law, rule, regulation, ordinance or treaty, or any determination, ruling or other directive by or from a court, arbitrator or other Governmental Authority, including ERCOT, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

          “ Level I Violation”, “Level II Violation” or “Level III Violation ” means a violation relating to the Risk Management Policy, described as such in Schedule 1.01(a) , with respect to Approved Markets.

          “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease that constitutes a security interest.

          “ Loans ” means (i) the loans made by the Working Capital Facility Provider to REPS under, and in accordance with, the Working Capital Facility and (ii) the loans made by Replacement Working Capital Providers to REPS under, and in accordance with, any Replacement Working Capital Facilities.

          “ Make-whole Payment ” has the meaning ascribed thereto in Section 3.05.

          “ Margin Stock ” means “margin stock” within the meaning of Regulations T, U and X of the Federal Reserve Board.

          “ Marks ” means all trade names, trademarks and service marks, logos, trademark and service mark registrations used by the Reliant Retail Obligors in the Retail Energy Business, including those set forth on Schedule 1.01(e) , and all related applications for trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout the world, as are necessary to operate the Retail Energy Business using the “Reliant” name consistent with the arrangements in place for the Retail Energy Business as of the Third A&R Date.

          “ Market Information ” means market information such as price curves, volatilities, interest rates and similar information for which quotes are customarily available from reference market makers.

          “ Master Separation Agreement ” has the meaning ascribed thereto in the Purchase and Sale Agreement.

          “ Material Adverse Effect ” means a material adverse effect upon (a) the business, operations, property or financial condition of RERH Holdings and its Subsidiaries taken as a whole; or (b) the validity or enforceability against any of RERH Holdings or any of its

Subsidiaries of any Transaction Document to which it is a party or the material rights and remedies of the Sleeve Provider thereunder.

          “ Maximum Permitted Exposure ” means, for any month, the “Maximum Permitted Exposure” set forth on the ESDS for such month.

          “ Merrill Collateral ” or “ ML Collateral ” has the meaning ascribed thereto in Section 3.01 .

          “ Merrill Parties ” means the Sleeve Provider and the ML Guarantee Provider.

          “ Mirror ICE OTC Contract ” means, in respect of any ICE Exchange Traded Contract(s), the over-the-counter swap leg of the related ICE Block Transaction or the swap that corresponds to the ICE cleared swap contract transferred pursuant to Section 2.03(a) in each case between REPS and the Sleeve Provider (executed under the MLCI/REPS ISDA), (i) in which REPS takes the same net long or short position it took in the related ICE Exchange Traded Contract(s); (ii) that settles on the industry standard settlement date applicable to such Accepted Product; (iii) that has a price per unit equal to the price of the ICE Exchange Traded Contract(s) leg of the ICE Block Transaction or the price of the ICE cleared swap contract transferred pursuant to Section 2.03(a) ; and (iv) that has a volume equal to the related Adjusted Volume.

          “ Mirror NYMEX OTC Contract ” means, in respect of any NYMEX Exchange Traded Contracts, the over-the-counter swap leg of the related EFS Transaction or EOO Transaction or the swap that corresponds to the ex-pit transfers made pursuant to Section 2.03(a) in each case between REPS and the Sleeve Provider (executed under the MLCI/REPS ISDA), (i) in which REPS takes the same net long or short position it held in the related Exchange Traded Contracts; (ii) that settles on the industry standard settlement date applicable to such Accepted Product; (iii) that has a price or strike per unit equal to the price or strike of the futures or option leg of the EFS Transaction or EOO Transaction or the price or strike of the future or option transferred pursuant to Section 2.03(a) ; and (iv) that has a volume equal to the related Adjusted Volume.

          “ Mirror OTC Contract ” means any Mirror ICE OTC Contract or Mirror NYMEX OTC Contract.

          “ ML&Co. ” means Merrill Lynch & Co., Inc., a Delaware corporation.

          “ MLCI ” means Merrill Lynch Commodities, Inc., a Delaware corporation.

          “ ML Equivalent Credit Rating ” means “A” and “A2” by S&P and Moody’s, respectively, provided that if the Credit Rating for the ML Guarantee Provider by S&P or Moody’s, respectively, is lower, then the actual S&P or Moody’s Credit Rating of the ML Guarantee Provider, respectively, shall apply.

          “ ML Guarantee ” means a guarantee by the ML Guarantee Provider (i) in substantially the form of Exhibit A1 with respect to Accepted Counterparties or Exhibit A2 with respect to C&I Customers, (ii) in substantially the form of Exhibit A2 with respect to Governmental Customers and Governmental Authorities that do not have requirements with

respect to the forms of guarantees received or in such other form of guarantee as is required by the applicable Governmental Customer or Governmental Authority and is reasonably acceptable to the Merrill Parties, and (iii) in such other form as REPS and the Merrill Parties may agree.

          “ ML Guarantee Provider ” means ML&Co.

          “ MLCI/REPS ISDA ” means the ISDA 2002 Master Agreement dated the Initial Effective Date between the Sleeve Provider and REPS.

          “ ML/REI Letter Agreement ” means that certain letter dated as of the Signing Date from REI and accepted and agreed to by the Merrill Parties, relating to the transactions contemplated hereby.

          “ Moody’s ” shall mean Moody’s Investors Service, Inc. or if such company shall cease to issue ratings, another nationally recognized rating company selected in good faith by mutual agreement of the Sleeve Provider and REPS.

          “ Monthly Payment Date ” means, in respect of any month, the date two Business Days after the first day of such month.

          “ Monthly Sleeve Fee ” means, in respect of any month, the “Monthly Sleeve Fee” for such month set forth on the Fee Schedule; provided that following the declaration of an Unwind Start Date by REPS in accordance with Section 9.02(a) , the Monthly Sleeve Fee for any month shall equal (i) the “Monthly Sleeve Fee” for such month set forth on the Fee Schedule multiplied by (ii) the Sleeve Adjustment Factor.

          “ Multiemployer Plan ” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made, or have been required to be made, by RERH Holdings or any ERISA Affiliate and that is covered by Title IV of ERISA.

          “ MWh ” means a megawatt hour of energy.

          “ MW ” means one million watts.

          “ Notice Date ” has the meaning ascribed thereto in Section 3.02 .

          “ NRG Collateral Trust Agreement ” shall mean the Collateral Trust Agreement dated as of February 2, 2006, between NRG Parent, certain Subsidiaries thereof, Deutsche Bank Trust Company Americas, as Collateral Trustee and the other parties thereto.

          “ NRG IT Trust ” means the NRG Retail IT Trust, a Delaware statutory trust.

          “ NRG IT Trust Agreement ” means the IT Trust Agreement dated as of the Third A&R Date among RERH, NRG Parent and Wilmington Trust Company.

          “ NRG/ML Letter Agreement ” means the letter agreement dated as of the Signing Date from NRG Parent and accepted and agreed to by the Merrill Parties, relating to the transactions contemplated hereby.

          “ NRG Parent ” means NRG Energy, Inc., a Delaware corporation.

          “ NRG Parent Credit Agreement ” means the Second Amended and Restated Credit Agreement dated as of June 8, 2007 between NRG Parent, Citicorp North America Inc., as Administrative Agent, and the lenders and other Persons party thereto, as amended, restated and otherwise modified from time to time.

          “ NRG Parent Consent and Agreement ” means the Consent and Agreement dated as of the Third A&R Date made by NRG Parent for the benefit of the Collateral Trustee and the Secured Counterparties pertaining to the NRG Parent Services Agreement.

          “ NRG Parent Services Agreement ” means the Master Services Agreement dated as of the Third A&R Date among NRG Parent on one hand, and RERH Holdings and its Subsidiaries, on the other hand.

          “ NRG Power Purchase Agreements ” means, collectively, the PMI/REPS RW ISDA and the PMI/REPS STANDARD ISDA.

          “ NYMEX ” means the New York Mercantile Exchange or its successor.

          “ Obligations ” means any amounts, principal, interest, premium, fees, indemnifications, reimbursements, expenses, damages and other liabilities payable under the applicable documentation.

          “ Obligee Guarantor ” has the meaning ascribed thereto in Section 11.06 .

          “ Offsetting Trades ” means the over-the-counter positions listed on Part A of Schedule 12.17 .

          “ Organizational Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

          “ Other Reliant Retail Obligors ” means each of RERH Holdings, RERH, RERS, RERR and any other Subsidiaries of RERH Holdings and, in each case, their respective successors and assigns.

          “ Parent Contribution Agreement ” means the Contingent Contribution Agreement dated as of the Third A&R Date between NRG Parent, the Sleeve Provider and RERH Holdings.

          “ Party ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

          “ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by RERH Holdings or any ERISA Affiliate or to which RERH Holdings or any ERISA Affiliate contributes or has an obligation to contribute or with respect to which RERH Holdings or any ERISA Affiliate has any direct or contingent liability, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

          “ Permitted Investments ” means:

     (a) (1) any Investment by a Reliant Retail Obligor in any other Reliant Retail Obligor;

     (b) any Investment in Cash Equivalents, the Collateral Accounts and under the Intercompany Cash Management Agreement;

     (c) any Investment (other than an Investment in Capital Stock) made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 7.05 ;

     (d) any Investments received in compromise or resolution of (A) Obligations of trade creditors or customers that were incurred in the ordinary course of business of the Reliant Retail Obligors, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

     (e) loans or advances to directors, officers and/or employees made in the ordinary course of business up to an aggregate principal amount not to exceed $2,000,000 at any one time;

     (f) any Investment acquired by any Reliant Retail Obligor on account of any claim against, or interest in, any other Person (A) acquired in good faith in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of such other Person or (B) as a result of a bona fide foreclosure by any Reliant Retail Obligor with respect to any claim against any other Person;

     (g) receivables owing to any Reliant Retail Obligor, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as such Reliant Retail Obligor deems reasonable under the circumstances;

     (h) other Investments otherwise not prohibited in accordance with this Agreement; provided that the aggregate outstanding amount of Investments under this clause (h) shall not exceed $2,000,000 at any time outstanding;

     (i) Investments in Hedging Obligations, including but not limited to Power and Hedging Contracts and Interest Hedging Obligations, to the extent not otherwise prohibited hereunder; and

     (j) Investments of RERH Holdings and its Subsidiaries on the Signing Date listed on Schedule 1.01(g) .

          With respect to all of the foregoing Permitted Investments in Subsidiaries of RERH Holdings that are not Reliant Retail Obligors, such Investments are subject to compliance with Section 6.11(a) .

          “ Permitted Liens ” means:

     (a) Liens under the Collateral Trust Agreement or otherwise securing the Credit Sleeve Obligations and Working Capital Obligations;

     (b) Liens in favor of the Reliant Retail Obligors;

     (c) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefore;

     (d) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ and other similar Liens or to secure other statutory obligations, in each case, incurred in the ordinary course of business;

     (e) Liens in the form of survey exceptions, encumbrances, easements or reservations, including those for licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, other utilities, mineral reservations and rights and leases, zoning restrictions and other restrictions as to the use of real property or other exceptions to title that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (f) Liens securing Indebtedness incurred pursuant to clause (f) of Section 7.03 , covering only the assets acquired with or financed by such Indebtedness;

     (g) Liens in the form of financing statements (including precautionary statements) filed in connection with a Capital Lease Obligation, financing lease or an operating lease, in each case, not prohibited hereunder; provided , that no such financing statement extends to, covers or refers to as collateral, any property or assets of RERH or its Subsidiaries, other than the property or assets which are subject to such Capital Lease Obligation, financing lease or operating lease;

     (h) Liens arising out of or in connection with any judgment that does not constitute a Reliant Event of Default or in connection with any litigation or other legal proceeding as to which an appeal to contest or review is timely commenced in good faith

by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; provided , that any right to levy, seizure, attachment, sequestration, foreclosure or garnishment of any property and assets of a Reliant Retail Obligor arising out of or in connection with any such Lien has been and continues to be enjoined or effectively stayed;

     (i) Liens in the form of inchoate statutory Liens arising under ERISA;

     (j) Liens in the form of licenses to IP Rights under the IP License Agreement;

     (k) Liens granted during an Unwind Period in favor of a commercial trading counterparty pursuant to a netting agreement, which Liens encumber rights under agreements that are subject to such netting agreement and which Liens are granted by a Subsidiary of RERH Holdings to secure such Subsidiary’s obligations to such counterparty under such netting agreement; provided that any such agreements and netting agreements are entered into in the ordinary course of business; and provided , further , that the Liens are incurred in the ordinary course of business and when granted do not secure obligations which are past due;

     (l) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar rights, contractual rights of setoff or netting arrangements entered into in the ordinary course of business and similar rights with respect to deposit accounts, commodity accounts and/or securities accounts;

     (m) Liens arising under Section 9.343 of the Texas Uniform Commercial Code or similar statutes of states other than Texas;

     (n) pledges and deposits to secure the payment of worker’s compensation, unemployment insurance, social security benefits or obligations under similar laws, or to secure the payment or performance of statutory or public obligations (including environmental, municipal and public utility commission obligations and requirements), reimbursement or indemnity obligations arising out of surety, performance, or other similar bonds, and other obligations of a like nature, in each case incurred in the ordinary course of business;

     (o) Liens (other than under the Collateral Trust Agreement) incurred in the ordinary course of business of RERH Holdings or any Subsidiary of RERH Holdings securing obligations that do not exceed $2,000,000 in the aggregate at any one time outstanding;

     (p) Liens in favor of any Replacement Sleeve Provider or Replacement Working Capital Provider incurred during an Unwind Period and subject to the Collateral Trust Agreement;

     (q) Liens on assets of Reliant Energy Retail Services, LLC created in connection with Delivery Order No. DABT39-97-C-4046 dated September 1997 and issued by the Directorate of Contracting, Contract Support Division, Ft. Sill, Oklahoma (as more completely described in Schedule 7.14 );

     (r) Liens on assets or securities granted or deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to purchase or sell such assets or securities if such purchase or sale is otherwise permitted hereunder; and

     (s) Liens on assets of RERH Holdings or any of its Subsidiaries existing on the Signing Date listed on Schedule 1.01(h) .

          “ Person ” means any individual, corporation, firm, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          “ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by RERH Holdings or its Subsidiaries or with respect to which RERH Holdings or its Subsidiaries could have any direct or contingent liability or, with respect to any such plan that is subject to Section 412 of the Code, or Title IV of ERISA, any such plan established by an ERISA Affiliate.

          “ PMI ” means NRG Power Marketing LLC.

          “ PMI/REPS EEI ” means the EEI Master Agreement dated as of December 1, 2006 between PMI and REPS.

          “ PMI/REPS RW ISDA ” means ISDA 2002 Master Agreement (Right-Way) dated as of the Third A&R Date between PMI and REPS.

          “ PMI/REPS STANDARD ISDA ” means ISDA 2002 Master Agreement (Standard) dated as of the Third A&R Date between PMI and REPS.

          “ Posted Collateral ” means, for any day, all cash collateral posted by the Reliant Retail Obligors to the Merrill Parties under this Agreement, including in accordance with Section 6.11(c)(xi) and Section 6.18 , which as of such day has not been theretofore been applied or used by the Merrill Parties to satisfy any Secured Obligation or otherwise returned to REPS.

          “ Post-Default Rate ” means a per annum rate equal to the Base Rate (as in effect from time to time) plus 11.00%.

          “ Post-Unwind Start Date Transaction ” means an Accepted Trade entered prior to the Unwind Start Date in accordance with this Agreement under which the final delivery date, payment date, or settlement date is scheduled to occur after the Unwind Start Date.

          “ Power and Hedging Contract ” means each over-the-counter master agreement between REPS and an Accepted Counterparty providing for transactions regarding Accepted Products, and including as part thereof the associated Credit Support Agreement, in each case, existing on the Third A&R Date, the PMI/REPS RW ISDA, the PMI/REPS STANDARD ISDA and any other over-the-counter master agreement between any Reliant Retail Obligor and an Accepted Counterparty entered into after the Third A&R Date with the consent of the Sleeve Provider.

          “ Power Purchase Agreements ” means, collectively, the Reliant Power Purchase Agreements and the NRG Power Purchase Agreements.

          “ Preferred Equity ” means, collectively, each of (i) the Certificate of Designations of NRG Parent, adopted December 14, 2004, with respect to 4.0% Convertible Perpetual Preferred Stock, (ii) the Certificate of Designations of NRG Parent, adopted August 5, 2005, with respect to 3.625% Convertible Perpetual Preferred Stock and (iii) the Certificate of Designations of NRG Parent, adopted January 25, 2006, with respect to 5.750% Mandatory Convertible Preferred Stock.

          “ Preliminary Exposure Report ” has the meaning ascribed thereto in Schedule 1.01(c).19 .

          “ Prime Rate ” means a fluctuating rate of interest equal to the rate of interest most recently announced by the Wall Street Journal as the prime rate for Dollar-denominated loans.

          “ Prohibited New C&I Contracts ” means any C&I Contract that is entered into on or after Third A&R Date, including any extension or rollover of any C&I Contract in existence as of the Third A&R Date, except as provided in Schedule 1.01(i) .

          “ Properly Allocable ” means with respect to any Allocable State Taxes the percentage of the total tax (not in excess of 100 percent) which the tax of the Reliant Retail Obligors if computed on a separate return would bear to the total amount of the taxes for all members of the group so computed.

          “ Projected Financial Statements ” means the financial forecast (for the fiscal quarter ending March 31, 2009 and each fiscal quarter of the two following calendar years) for the Retail Energy Business of RERH Holdings and its Subsidiaries most recently delivered to the Sleeve Provider prior to the date hereof.

          “ PUCT ” means the Public Utility Commission of Texas, or any successor thereto.

          “ Purchase and Sale Agreement ” has the meaning ascribed thereto in the introductory paragraphs to this Agreement.

          “ Qualified Institution ” means a major U.S. commercial bank or a foreign bank with a U.S. branch office with a Credit Rating of at least the ML Equivalent Credit Rating.

          “ QSE ” or “ Qualified Scheduling Entity ” means a market participant qualified by ERCOT in accordance with the ERCOT protocols to submit schedules and settle payments with ERCOT.

          “ Reaffirmation Agreement ” means the Reaffirmation Agreement dated as of the Third A&R Date, among the Reliant Retail Obligors, and the Collateral Trustee.

          “ RECs ” means renewable energy credits.

          “ RECS ” means Reliant Energy Corporate Services, LLC, a Delaware limited liability company.

          “ REES ” means Reliant Energy Electric Solutions, LLC, a Delaware limited liability company.

          “ REES/REPS Power Purchase Agreement ” means the ISDA 2002 Master Agreement dated July 1, 2006, between REES and REPS, relating to (i) the confirmation thereunder outstanding on the Initial Effective Date regarding certain third party agreements related to ERCOT other than “Upton Wind,” and (ii) the confirmation thereunder outstanding on the Initial Effective Date regarding the “Upton Wind” agreement.

          “ REI ” has the meaning ascribed thereto in the introductory paragraphs to this Agreement.

          “ Reimbursement Guarantors ” means each of the Other Reliant Retail Obligors and their respective successors and assigns.

          “ Reimbursement Guaranty ” means the guarantee of the Reimbursement Guarantors to repay the Guaranteed Obligations in accordance with Section 11 .

          “ Reimbursement Obligations ” means the Draw Reimbursement Obligations and the Deferred Reimbursement Obligations.

          “ Reliant Default ” means any Default with respect to a Reliant Event of Default.

          “ Reliant Event of Default ” has the meaning ascribed thereto in Section 8.01 .

          “ Reliant Power Purchase Agreements ” means the REES/REPS Power Purchase Agreement, the RES/REPS Power Purchase Agreement and the REPS/RERS Power Purchase Agreement.

          “ Reliant Retail Obligors ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ Remediation Plan ” means a written report outlining the sequence of actions that the Reliant Retail Obligors will take to address a Level III Violation and seek to prevent similar Level III Violations from occurring in the future.

          “ Replacement Sleeve Provider ” means a counterparty or counterparties with a Credit Rating, or a guarantor with a Credit Rating, that is equal to or better than the ML Equivalent Credit Rating, and providing Accepted Products or credit support for the acquisition thereof to RERH Holdings or any of its Subsidiaries during an Unwind Period.

          “ Replacement Working Capital Facility ” means a working capital facility or similar facility provided by a Replacement Working Capital Provider (a) entered into during the Unwind Period after the commitments under the Working Capital Facility shall have been permanently terminated and the Working Capital Obligations have been paid in full (other than

indemnities and any similar obligations of the Reliant Retail Obligors not then due and payable that expressly survive termination of the Working Capital Facility), (b) having available commitments that, together with all other Replacement Working Capital Facilities then in effect, do not exceed $50,000,000 on an aggregate basis, and (c) having terms, taken as a whole, no less restrictive than the Working Capital Facility on the date of its termination.

          “ Replacement Working Capital Provider ” means a counterparty or counterparties with a Credit Rating that is at least equal to the ML Equivalent Credit Rating and providing working capital to RERH Holdings or any of its Subsidiaries under a Replacement Working Capital Facility.

          “ REPS ” has the meaning ascribed thereto in the preamble of this Agreement.

          “ REPS/RERS Power Purchase Agreement ” means the ISDA 2002 Master Agreement dated July 1, 2006, between REPS and RERS.

          “ Required Equity Contribution ” means any equity contribution required to be made by NRG Parent to RERH Holdings in accordance with the Parent Contribution Agreement.

          “ RERH ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ RERH Holdings ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ RERR ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ RERS ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ RES ” means Reliant Energy Services, Inc., a Delaware corporation.

          “ Residential Mass Customer ” means any residential customer of the Reliant Retail Obligors.

          “ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Party and, in addition with respect to RERH Holdings, any officer thereof that is also a vice president or more senior officer of NRG Parent (excluding vice presidents in marketing). Any document delivered hereunder that is signed by a Responsible Officer of a Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Party.

          “ Restricted Payment ” means any of the following:

     (a) any declaration or payment of any dividend or the making of any other payment or distribution on account of RERH Holdings’, or any of its Subsidiaries’ Equity Interests (including any payment in connection with any merger or consolidation involving RERH Holdings or any of its Subsidiaries) or to the direct or indirect holders of RERH Holdings’ or any of its Subsidiaries’ Equity Interests, in each case in their capacity

as such, (other than dividends or distributions payable in Equity Interests of RERH Holdings or to RERH Holdings or any Other Reliant Retail Obligor);

     (b) any purchase, redemption or other acquisition or retirement for value (including in connection with any merger or consolidation involving RERH Holdings) of any Equity Interests of RERH Holdings; or

     (c) any payment on or with respect to, or purchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of RERH Holdings and its Subsidiaries that is contractually subordinated to the Credit Sleeve Obligations (excluding any intercompany Indebtedness, intercompany receivables or intercompany advances between or among any of the Reliant Retail Obligors).

For the avoidance of any doubt, payments or distributions under the NRG Parent Services Agreement are not Restricted Payments.

          “ Retail Acquisition ” has the meaning ascribed thereto in the introductory paragraphs to this Agreement.

          “ Retail Company Service Fee ” has the meaning ascribed thereto in the NRG Parent Services Agreement.

          “ Retail Energy Business ” means the business of providing Accepted Retail Products in retail electricity markets in the United States and any businesses incidental or related thereto and performing under the Transaction Documents and any activities incidental or related thereto.

          “ Retail Letter Agreement ” means that certain letter agreement dated as of the Third A&R Date by and among NRG Retail and the Working Capital Facility Provider.

          “ Retail Organizational Documents ” means the Organizational Documents of each of the Reliant Retail Obligors.

          “ Retail Provided Services ” has the meaning ascribed thereto in the NRG Parent Services Agreement.

          “ Risk Limit ” means any of the limits specified in GEP Conversion and Limits, Hourly Scheduled Energy, Natural Gas Basis, Power Average Daily Peak Contractual Load, or Power Basis, in each case as such terms are defined in Section VII (ERCOT) of the Risk Management Policy.

          “ Risk Limit Report ” has the meaning ascribed thereto in Schedule 1.01(c).19 .

          “ Risk Management Event of Default ” has the meaning ascribed thereto in Section 6.13 .

          “ Risk Management Policy ” means the “Reliant Energy – Retail Risk Policy” set forth in Exhibit E1 , as the same may be updated from time to time in accordance with Section 6.13 .

          “ S&P ” means Standard & Poor’s Ratings Group (presently a division of The McGraw-Hill Companies, Inc.), together with its successors, or, if such company shall cease to issue ratings, another nationally recognized rating company selected in good faith by mutual agreement of the Sleeve Provider and REPS.

          “ Scheduled Term ” means the period from the First Execution Date through November 1, 2010.

          “ Scheduling Entity ” means a market participant qualified by an Approved ISO or Approved Market Regulator to submit schedules, settle payments and handle like matters within an Approved Market, including, with respect to ERCOT, a QSE.

          “ SEC ” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

          “ Secured Obligations ” has the meaning ascribed thereto in the Collateral Trust Agreement.

          “ Secured Counterparties ” has the meaning ascribed thereto in the Collateral Trust Agreement.

          “ Security Agreement ” means the Security Agreement dated as of the Initial Effective Date among the Reliant Retail Obligors, and the Collateral Trustee.

          “ Security Documents ” shall mean (i) the Collateral Trust Agreement, the Security Agreement, the NRG Parent Consent and Agreement, the Blocked Account Agreement, the Reaffirmation Agreement (ii) each other security agreement, pledge agreement, mortgage, deed of trust, assignment agreement, consent and agreement and other instrument being executed concurrently therewith or herewith or from time to time hereafter pursuant to which a Lien has been granted by the Reliant Retail Obligors in favor of the Collateral Trustee (for the benefit of the Secured Counterparties) on any of their respective assets to secure any of the Secured Obligations, and (iii) any intercreditor or like agreements related to any of the foregoing to which any Reliant Retail Obligor, NRG Retail LLC or any of their respective Subsidiaries or NRG Parent, is a party. For the avoidance of doubt, “Security Documents” will not include the NRG Collateral Trust Agreement.

          “ Senior Note Documents ” means any or all of the following:

     (a) The Base Indenture, dated as of February 2, 2006 (as amended, restated, modified or otherwise in effect from time to time) (the “ Base Indenture ”), by and between the NRG Energy, Inc. and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”);

     (b) First Supplemental Indenture, dated as of February 2, 2006, by and among the NRG Energy, Inc., the subsidiaries of the Company set forth on Schedule I attached thereto and the Trustee, providing for the issuance of 7.250% Senior Notes due 2014;

     (c) Second Supplemental Indenture, dated as of February 2, 2006, by and among the NRG Energy, Inc., the subsidiaries of the Company set forth on Schedule I attached thereto and the Trustee, providing for the issuance of 7.375% Senior Notes due 2016;

     (d) Third Supplemental Indenture, dated as of March 14, 2006, by and among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (e) Fourth Supplemental Indenture, dated as of March 14, 2006, by and among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (f) Fifth Supplemental Indenture, dated as of April 28, 2006, by and among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (g) Sixth Supplemental Indenture, dated as of April 28, 2006, among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (h) Seventh Supplemental Indenture, dated November 13, 2006 among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (i) Eighth Supplemental Indenture, dated November 13, 2006 among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (j) Ninth Supplemental Indenture, dated as of November 21, 2006, by and among the NRG Energy, Inc., the subsidiaries of the NRG Energy, Inc. set forth on Schedule I attached thereto and the Trustee, providing for the issuance of 7.375% Senior Notes due 2017;

     (k) Tenth Supplemental Indenture, dated July 19, 2007 among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (l) Eleventh Supplemental Indenture, dated July 19, 2007 by and among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (m) Twelfth Supplemental Indenture, dated as of July 19, 2007 among the NRG Energy, Inc., the subsidiaries of the Company set forth on Schedule I attached thereto and the Trustee;

     (n) Thirteenth Supplemental Indenture, dated as of August 28, 2007 among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (o) Fourteenth Supplemental Indenture, dated as of August 28, 2007, by and among the NRG Energy, Inc., the guarantors listed on the signature page thereto and the Trustee;

     (p) Fifteenth Supplemental Indenture, dated as of August 28, 2007 , by and among the NRG Energy, Inc., the subsidiaries of the Company set forth on Schedule I attached thereto and the Trustee; and

     (q) Any other supplemental indenture issued pursuant to the Base Indenture.

          “ Senior Notes ” shall mean each note issued pursuant to the Senior Note Documents.

          “ Significant Subsidiary ” has the meaning ascribed thereto in the Parent Contribution Agreement.

          “ Signing Date ” means February 28, 2009.

          “ Sleeve Adjustment Factor ” means, as of any ESDS Calculation Date, the ratio of (i) the total contracted volume of the Reliant Retail Obligors’ power and gas positions for all Accepted Trades supported by the Merrill Parties over (ii) the sum of (a) the total contracted volumes of the Reliant Retail Obligors’ power and gas positions supported by the Merrill Parties plus (b) the total contracted volumes of the Reliant Retail Obligors’ power and gas positions supported by a Replacement Sleeve Provider, in each case, as of such ESDS Calculation Date.

          “ Sleeve Provider ” has the meaning ascribed thereto in the title paragraph hereto.

          “ Sleeve Provider Event of Default ” has the meaning ascribed thereto in Section 8.02 .

          “ Sleeve Provider Default ” means any Default with respect to Sleeve Provider Event of Default.

          “ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability; provided that if the context in which “Solvent” or “Solvency” is used refers to a Person together with its Subsidiaries, Person as used above shall be deemed to be a reference to such Person together with its Subsidiaries.

          “ Specified Transaction ” means, with respect to any Person (i) any prepaid forward sale of energy, oil, gas or minerals by such Person that is intended primarily as a borrowing of funds, excluding volumetric production payments, and (ii) any interest rate, currency, commodity or other swap, collar, cap, option or other derivative that is intended primarily as a borrowing of funds, or any combination of any of the foregoing, with the amount of the obligations of such Person thereunder being the net obligations of such Person thereunder.

          “ State Tax Distribution Amount ” means with respect to any Allocable State Taxes, on any date of determination, the excess of (a) the cumulative amounts, for periods beginning on or after the Third A&R Date, of Allocable State Taxes Properly Allocable to the Reliant Retail Obligors as shown on tax returns relating thereto (and reflecting any adjustments thereto agreed upon with applicable Governmental Authorities or as determined by courts of competent jurisdiction), over (b) amounts previously distributed pursuant to Section 6.11(c)(ii) of this Agreement.

          “ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Third A&R Date, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

          “ Sublease “ means the Sublease Agreement dated as of the Initial Effective Date between Reliant Energy Corporate Services, LLC, a Delaware limited liability company, as Sublessor, and RERR, as Sublessee.

          “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

          “ Synthetic Lease Obligation ” means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

          “ Target Exposure ” means, for any day, the “Target Exposure” set forth on the ESDS for the date on or most recently preceding such day.

          “ Tax Code ” means Title 26 of the United States Code (Internal Revenue), 26 U.S.C. Section 1 et seq.

          “ Tax Subordination Agreement ” means the Tax Subordination Agreement dated as of the Third A&R Date made by NRG Parent and the Reliant Retail Obligors for the benefit of the Merrill Parties and the Working Capital Facility Provider.

          “ TDSP ” means a transmission or distribution service provider.

          “ Term ” has the meaning ascribed thereto in Section 2.06 .

          “ Third A&R Date ” has the meaning ascribed thereto in the preamble to this Agreement.

          “ Transaction Documents ” means (i) this Agreement, (ii) the Working Capital Facility, (iii) the Security Documents, (iv) the Parent Contribution Agreement, (v) the Retail Organizational Documents, (vi) the NRG Parent Services Agreement, (vii) the NRG Power Purchase Agreements, (viii) [intentionally deleted], (ix) the Transition Services Agreement, (x) NRG/ML Letter Agreement, (xi) [intentionally deleted], (xii) Mirror OTC Contracts, (xiii) the IP License Agreement, (xiv) the IT Trust Transfer and Allocation Plan, (xv) [intentionally deleted], (xvi) the IT Service Agreement, (xvii) the IT Trust, (xviii) the IT Trust Management Agreement, (xix) NRG IT Trust, (xx) the Exclusivity and Fee Letter, (xxi) the Tax Subordination Agreement, (xxii) the Sublease, and (xxiii) any other contract or agreement (including ISDA Master Agreements, but excluding any Credit Support Agreements) between any Merrill Party or its Affiliates, on one hand, and any Reliant Retail Obligor or its Affiliates, on the other hand, relating to the transactions contemplated hereby.

          “ Transition Services Agreement ” means the Transition Services Agreement dated as of the Third A&R Date among NRG Parent, REI, and the Reliant Retail Obligors, with respect to certain interim employment matters, intellectual property and information technology matters and other interim matters related to the Reliant Retail Obligors.

          “ Transition End Date ” has the meaning ascribed thereto in Section 6.19 .

          “ Transition Period ” means the period from the Transition Start Date through the Transition End Date.

          “ Transition Start Date ” means the date 90 days prior to the last day of the Scheduled Term.

          “ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York and (solely with respect to the perfection or priority of any Lien in personal property or fixtures or control over Collateral that constitutes personal property or fixtures) the Uniform Commercial Code as in effect from time to time in the jurisdiction that governs such perfection, priority or control (as applicable), provided that, for purposes of each Security Document in which the term “UCC” is separately defined, “UCC” has the meaning assigned to such term in such Security Document.

          “ Unaudited Financial Statements ” means the unaudited consolidated balance sheet of RERH Holdings and its consolidated Subsidiaries as at the end of the Fiscal Quarter ended March 31, 2009, and the related unaudited consolidated statements of income or operations for such Fiscal Quarter and cash flows for the Fiscal Quarter then ended, including normal year-end adjustments and without comparisons to prior periods.

          “ Unfunded Pension Liability ” means the failure of a Pension Plan to satisfy the minimum funding standard applicable to such Pension Plan for any plan year, as determined in accordance with Section 412 of the Code.

          “ Unrestricted Subsidiary ” has the meaning ascribed thereto in the Parent Contribution Agreement.

          “ Unwind Conclusion Date ” means, with respect to any Unwind Start Date, the Credit Sleeve Termination Date.

          “ Unwind Period ” means the period from the Unwind Start Date through the Unwind Conclusion Date.

          “ Unwind Start Date ” means the earliest of (a) the date for the beginning of an Unwind Period declared by the Sleeve Provider in connection with a Reliant Event of Default in accordance with Section 9.01(a) , (b) the date for the beginning of an Unwind Period declared by REPS in accordance with Section 2.06(b) , and (c) the date for the beginning of an Unwind Period declared by REPS in connection with a Sleeve Provider Event of Default in accordance with Section 9.02(a) .

          “ Upton Wind Side Letter ” means the letter agreement regarding the “Upton Wind” agreement dated as of the Third A&R Date, by and among REPS, REI and the Sleeve Provider.

          “ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

          “ Wholly Owned Subsidiary ” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) is owned by such Person or by one or more other Wholly Owned Subsidiaries of such Person.

          “ Working Capital Adjustment Amount ” means, on any date of determination, the excess of (a) the cumulative amount, for periods beginning on or after the Third A&R Date, of all payments due and payable to REI in accordance with Section 7.13 of the Purchase and Sale Agreement, over (b) the aggregate amount previously distributed pursuant to Section 6.11(c)(x) of this Agreement.

          “ Working Capital Facility ” means the Working Capital Facility dated as of September 01, 2006, as amended and restated as of the Third A&R Date, among Working Capital Facility Provider, as Lender, REPS, as Borrower, and the Other Reliant Retail Obligors, as Guarantors.

          “ Working Capital Facility Provider ” means Merrill Lynch Capital Corporation, a Delaware corporation.

          “ Working Capital Obligations ” mean the Obligations of the Reliant Retail Obligors under the Working Capital Facility.

          “ Work Plan ” means a written report outlining a series of actions that the Reliant Retail Obligors will take to develop a Remediation Plan.

          1.02. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified, renewed or replaced (subject to any restrictions on such amendments, restatements, supplements or modifications, renewals or replacements set forth therein or herein), (b) references to any law, constitution, statute, treaty, regulation, rule or ordinance, including any section or other part thereof (each, for purposes of this Section 1.02 , a “ law ”) shall refer to that law as amended from time to time and shall include any successor law, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement.

          1.03. Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Sleeve Provider hereunder shall be prepared in accordance with GAAP, applied on a basis consistent with that used in the financial statements referred to in Section 5.05 .

          Section 2. Credit Sleeve for Reliant Retail Obligors

          2.01. Credit Sleeve Generally; Exclusivity (a) Commitment of Merrill Parties . From and after the Third A&R Date and during the remainder of the Term, and otherwise subject to and in accordance with the terms and conditions of this Agreement (including Sections 2.04 and 2.05 ), at the request of REPS from time to time, subject to the proviso below, the Merrill Parties shall:

     (i) cause the ML Guarantee Provider to perform under ML Guarantees in respect of REPS’ obligations under the Power and Hedging Contracts, including Credit Support Agreements, and prevent any events of default or termination events relating solely to the ML Guarantee Provider as a credit support provider under such Power and Hedging Contracts, including the related Credit Support Agreements;

     (ii) cause the Sleeve Provider to perform under Credit Support Agreements providing credit support for the obligations under the Power and Hedging Contracts, and prevent any events of default or termination events relating solely to the Sleeve Provider as a credit support provider under the Credit Support Agreements related to the Power and Hedging Contracts;

     (iii) cause the Sleeve Provider to execute and deliver and perform under EFS

Transactions, EOO Transactions and ICE Block Transactions in connection with Exchange Traded Contracts entered into by REPS, or held by REPS on the Third A&R Date, or subsequently obtained by REPS, in each case, in accordance with the provisions of Section 2.03 ;

     (iv) cause the ML Guarantee Provider to perform under ML Guarantees in connection with the C&I Contracts and Governmental Contracts listed on Schedule 2.04 (but, in each case, excluding any Prohibited New C&I Contracts);

     (v) subject to Section 2.05 , cause the ML Guarantee Provider to execute and deliver ML Guarantees to, and cause the Sleeve Provider to provide or post cash collateral to, Governmental Authorities for Persons making customer deposits and advance payments and Persons constituting transmission and distribution service providers (for this paragraph, collectively the “regulatory beneficiaries”), for, in all cases, the obligations of the Reliant Retail Obligors to such regulatory beneficiaries regarding (A) regulatory requirements with respect to the conduct of the Retail Energy Business in Approved Markets under or with Governmental Authorities, (B) the obligations of the Reliant Retail Obligors with respect to customer deposits and advance payments relating to Approved Markets as required by Governmental Authorities (including, with respect to the ERCOT Market area, under PUCT Subst. Reg. 25.107, or any successor thereto), provided that the same are for the benefit of Persons making customer deposits and advance payments and are payable or made at the direction of the Reliant Retail Obligors, and (C) the obligations of the Reliant Retail Obligors with respect to transmission and distribution service in Approved Markets required by Governmental Authorities (including, with respect to the ERCOT Market area, posting requirements under PUCT Subst. Reg. 25.108, or any successor thereto) ; and

     (vi) execute and deliver such further certificates, documents and agreements, and take such further actions, as REPS may reasonably request to fully implement the intent of the foregoing;

      Provided , however , that the foregoing commitments of the Merrill Parties are subject to the following:

     (1) the commitments of the Merrill Parties to enter into any ML Guarantees or Credit Support Agreements, any EFS Transactions, EOO Transactions, Mirror OTC Contracts or ICE Block Transactions or any agreement to post or provide cash collateral to Governmental Authorities, are subject to the satisfaction of the conditions precedent set forth in Section 4 ;

     (2) on and after the Third A&R Date the Reliant Retail Obligors shall not enter into any Prohibited New C&I Contracts; provided that the Merrill Parties agree to consider in good faith any request of the Reliant Retail Obligors to enter into a Prohibited New C&I Contract hereunder so long as such request and such Prohibited New C&I Contract are consistent with the exceptions set forth on Schedule 1.01(i) in respect of C&I Business entered into after the Third A&R Date.

          (3) on and after the Third A&R Date the ML Guarantee Provider shall not be obligated to execute and deliver, or perform under, any new ML Guarantee; and

          (4) following an Unwind Start Date, (A) commitments with respect to any ML Guarantees and Credit Support Agreements, and EFS Transactions, EOO Transactions, Mirror OTC Contracts and ICE Block Transactions, other than those described in clause (B) below shall be limited to transactions outstanding on the Unwind Start Date and the maintenance and modification of hedges in Accepted Products where those hedges are in place to support contracts with Residential Mass Customers, Business Services Mass Customers and C&I Customers existing on the Unwind Start Date, (B) on the first to occur of the last day of the Scheduled Term and ninety (90) days after the Unwind Start Date, the commitments of the Merrill Parties with respect to providing ML Guaranties or the posting or provision of collateral to Governmental Authorities or with respect to customer deposits shall be terminated, and (C) to the extent of any commitments that have terminated, the Merrill Parties shall have the right to deliver to the applicable Persons notices that such commitments have terminated and the right to the return of any collateral theretofore posted under such commitments.

          The Merrill Parties shall take all actions reasonably requested under this Section 2.01(a) by REPS reasonably promptly upon receipt of such request unless another time period is expressly provided for such actions under this Agreement.

          (b) Exclusivity .

          (i) Subject to Section 2.01(b)(ii) , the Reliant Retail Obligors shall conduct all power, gas and other commodity purchases or sales and all hedging transactions entered into or performed after the Third A&R Date either:

     (A) Using Accepted Products under the Power and Hedging Contracts and the Power Purchase Agreements, as applicable, with Accepted Counterparties and within each applicable Counterparty Limitation;

     (B) On an Accepted Exchange in accordance with Section 2.03 ;

     (C) With Governmental Customers, and, in each case, such transactions shall be solely for the Retail Energy Business;

     (D) [Intentionally Deleted];

     (E) Under transactions outstanding on the Third A&R Date and disclosed in a certificate, dated the Third A&R Date, of a Responsible Officer of REPS;

     (F) Acting as a Scheduling Entity for C&I Customers making purchases from third-parties, provided such transactions do not result in any increase in the aggregate credit risk of the Reliant Retail Obligors to such C&I Customers;

     (G) Under transactions constituting purchases and sales among the Reliant Retail Obligors;

     (H) Under transactions constituting sales of electricity in the ordinary course of the Retail Energy Business to Residential Mass Customers, Business Services Mass Customers and C&I Customers using Accepted Retail Products, provided that from and after the Third A&R Date the Reliant Retail Obligors will not enter into any Prohibited New C&I Contracts;

     (I) [Intentionally Deleted]; or

     (J) Under transactions with third parties (who are not required to be Accepted Counterparties) where such transactions are made such that (1) payment for purchases of applicable RECs are made by the Reliant Retail Obligors after delivery of the RECs to the applicable Reliant Retail Obligor account, (2) delivery of applicable RECs shall take place within 12 months of the execution of the applicable transaction, (3) no ML Guarantee is requested to be provided to the applicable counterparty, and (4) with respect to the applicable counterparty under such transaction, the sum of (x) the quantity of RECs that have been contracted for purchase from such counterparty and its affiliates under previous transactions that have not yet been delivered by such counterparty and affiliates to the applicable Reliant Retail Obligor account and (y) the quantity of RECs contracted for purchase from such counterparty and its affiliates under the subject transaction, does not exceed the limit set forth in the table below:

          (ii) During an Unwind Period, the Reliant Retail Obligors shall have the right to conduct power, gas and other commodity purchases or sales and hedging transactions that would otherwise be restricted by Section 2.01(b)(i) so long as such transactions (A) are either (1) with Accepted Counterparties and, taken together with the transactions under this Agreement, are within applicable Counterparty Limitations, or (2) on an Accepted Exchange, (B) do not impose setoff rights against transactions under Credit Support Agreements, and (C) use Accepted Products, provided that in no event shall the Reliant Retail Obligors enter into any Prohibited New C&I Contracts.

          (iii) Until the commitments under the Working Capital Facility have been terminated and the Working Capital Obligations have been repaid in full (other than indemnities and any similar obligations of the Reliant Retail Obligors not then due and payable that expressly survive termination of the Working Capital Facility), and unless an Unwind Start Date has occurred, the Reliant Retail Obligors shall not enter into any agreement with any Person for the provision of working capital facilities and, thereafter, shall not enter into any agreement for the provision of working capital facilities other than Replacement Working Capital Facilities.

          2.02. Credit Sleeve of OTC Trading and Hedging Activities.

          (a) Modifications and Collateral Posting Under Power and Hedging Contracts . In connection with the obligations of the Merrill Parties under Section 2.01(a) :

     (i) General . Modifications to any Power and Hedging Contract, Credit Support Agreement or ML Guarantee shall require the consent of the Merrill Parties, not to be unreasonably withheld or delayed; provided that consent shall be deemed given with respect to the items provided on Schedule 2.02(a) if not objected to by the Sleeve Provider within one Business Day of the receipt of the related proposed modification. No consent of the Merrill Parties shall be required with respect to confirmations reflecting Accepted Trades under the Power and Hedging Contracts; provided that consent of the Merrill Parties shall be required to execute any confirmation for an Accepted Trade that (i) modifies the underlying terms of any Power and Hedging Contract or (ii) modifies or supplements in any manner (including any supplement providing for posting of additional collateral or any independent amount) the terms of any Credit Support Agreement, but in each case such consent shall not be unreasonably withheld or delayed.

     (ii) [Intentionally Deleted].

     (iii) [Intentionally Deleted].

     (iv) [Intentionally Deleted].

     (v) Notice and Demands for Collateral Posting . Following receipt of notice from any Person, including any Accepted Counterparty or Governmental Customer, that REPS (or the Sleeve Provider on its behalf) is required to post or return collateral in connection with any collateral posting obligation that the Sleeve Provider has undertaken in accordance with this Agreement, REPS shall promptly (and in no event later than, for collateral to be posted on the same day, 11:00 a.m. CPT on such day of receipt, and for collateral to be posted on the next day, 2:00 p.m. CPT on such day of receipt) provide such notice to the Sleeve Provider. On each day in which REPS is permitted to value exposure or make any other determination in respect of collateral to be posted by or to the Sleeve Provider in connection with any posting obligation that the Sleeve Provide has agreed to undertake in connection with this Agreement, REPS shall make such valuation or determination in good faith and in a commercially reasonable manner. To the extent applicable, following any valuation or determination made pursuant to the prior sentence, REPS shall make demand to the applicable Person for the posting of collateral by or the return of collateral to the Sleeve Provider and to the extent the Sleeve Provider receives such a demand from REPS, the Sleeve Provider shall, subject to the terms and conditions of this Agreement and the related Credit Support Agreement, make such posting of Collateral as demanded, whether or not the Sleeve Provider disputes the valuation, determination or demand (but subject to the Sleeve Provider’s rights to cause the adjustment thereof below). Each valuation, determination and demand of REPS specified in this clause (v) shall be made by REPS without consultation with the Sleeve Provider unless such consultation is sought by REPS, except that:

     (1) if the Sleeve Provider disputes any such valuation, determination or demand, prior to any action taken under paragraphs (2) or (3) below, and prior to the commencement of any further remedial action, REPS shall negotiate with the Sleeve Provider in good faith for one Business Day to resolve any such dispute and upon resolution of such dispute, the applicable valuation, determination or demand shall be adjusted accordingly, with corresponding adjustments to the subsequent re