Amended and Restated Credit Sleeve and Reimbursement Agreement

Exhibit 10.1B

Schedule 1.01(a)
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Post-Unwind Start Date Obligations

Schedule 1.01(c) to CSRA

Schedule 1.01(c) To Amended and Restated Credit Sleeve and Reimbursement Agreement

Data and Reporting Requirements

I. General Provisions — Certain Defined Terms

This Schedule 1.01(c) shall constitute a part of the Credit Sleeve Reimbursement Agreement (“CSRA”). Capitalized Terms used herein shall either (a) have the meaning specified in the CSRA or (b) the meaning defined in this Schedule 1.01(c) . References to Schedule 1.01(c) shall be to the entirety of this Schedule 1.01(c) and all sub-parts unless an individual sub-part is specified.

Current Exposure and Contingent Exposure shall be calculated on the basis of data REPS provided to the Sleeve Provider prior to the Unwind Start Date in accordance with the Existing CSRA. ¹ After the Unwind Start Date and before the Credit Sleeve Termination Date, the Sleeve Provider shall adjust the data provided by REPS prior to the Unwind Start Date to reflect the natural roll-off of the Post-Unwind Start Date Transactions and the return of ML Guarantees to the Merrill Parties. The Sleeve Provider’s computation of Current Exposure shall be performed consistent with the methodology that the Sleeve Provider uses to mark its own positions to market on a daily basis.

“ Current Mark-to-Market ” for any day, shall be expressed in Dollars and shall be equal to the Mark-to-Market value of all Post-Unwind Start Date Transactions.

The “ Mark-to-Market ” value of a transaction, which may be a positive or a negative number, shall be determined by valuing each transaction (volumes, contract prices, and delivery dates) as of the Unwind Start Date using the Merrill Market Forward Pricing Curve, Merrill Volatility Curve and Merrill Correlation Curve, each as determined on the Unwind Start Date, that corresponds to the pricing terms of such transaction. The “ Merrill Market Forward Pricing Curves ,” “ Merrill Volatility Curves ,” and “ Merrill Correlation Curves ” are defined as the curves used by the Sleeve Provider in its U.S. energy and related forwards, futures and options trading operations to mark its positions to market; and in those situations where discounting is applicable it will perform such discounting using the “ Merrill LIBOR Curve ”.

If at any time, with respect to any Post-Unwind Start Date Transaction, REPS’ calculation of Contingent Exposure differs in an amount greater than $50,000,000 from the Sleeve Provider’s calculation of Contingent Exposure, REPS may challenge the Sleeve Provider’s calculation of Contingent Exposure with respect to such transaction. If the parties cannot reach agreement on the calculation of Contingent Exposure with respect to such Post-Unwind Start Date Transaction within ten days after such challenge, then REPS may require that a third party expert be used to choose between the Sleeve Provider’s methodology for calculating the Contingent Exposure and a specific alternative methodology proposed by REPS for use in calculating the Contingent

Exposure with respect to such Post-Unwind Start Date Transaction. The third party expert will be designated by REPS from a list of at least three qualified and impartial experts which list shall promptly (and in no event more than five Business Days following request therefor), be provided by the Sleeve Provider to REPS. Such expert shall be required to choose between the calculation of Contingent Exposure used by the Sleeve Provider and those calculations proposed by REPS and to identify which it determines is more accurate, and the calculations used to determine Contingent Exposure thereafter shall be formulated by the Sleeve Provider in a manner consistent with the calculations so selected and thereafter such Contingent Exposure as so formulated will be the Contingent Exposure for all purposes hereunder. The expenses of the expert will be paid by the Party whose calculations are not selected by the expert.

REPS may challenge the Sleeve Provider’s calculation of Current Exposure. The parties will consult with each other in an attempt to resolve the dispute and if they fail to resolve the dispute within five days after such challenge, then the Sleeve Provider will recalculate the Current Exposure by (A) utilizing any calculations of Current Exposure that the parties have agreed are not in dispute and (B) calculating the Current Exposure in dispute by seeking four actual quotations at mid-market from reference market makers for purposes of calculating Current Exposure, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular calculation, then fewer than four quotations may be used for that calculation; and if no quotations are available for a particular calculation, then the Sleeve Provider’s original calculations will be used for that calculation of Current Exposure. Following a recalculation pursuant to this paragraph, the Sleeve Provider will notify REPS of such calculation.

Schedule 1.01(c).24

Credit Exposure

REPS shall provide the data specified in this Schedule 1.01(c).24 for each Business Day by no later than 12:00 p.m. Central time on the next succeeding Business Day.

With respect to any Counterparty that is party to more than one Power and Hedging Contract, REPS shall separately provide the above data for each such contract.

Schedule 3.06(a)
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Merrill Account

JP Morgan Chase ABA
021000021
Account Number 066657474

Schedule 3.06(a) to CSRA

Schedule 5.06
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Litigation

Schedule 5.06 to CSRA

Schedule 5.06 to CSRA

Schedule 5.15
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Compliance with Laws

Schedule 12.13
To Amended and Restated Credit Sleeve and Reimbursement Agreement
List of Calculation Agents

Accenture LTD
Contact: Marina Kotovich
Phone: 312-693-8016 or 713-837-1500 or 1-877-889-9009
Address: 2929 Allen Parkway, Suite 2000; Houston, TX 77019
Web: www.accenture.com

Ernst & Young, LLP
Contact: Marcela Donadio
Phone: 713-750-1276 or 713-750-1500
Address: 5 Houston Center, Suite 1200; 1401 McKinney St.; Houston, TX 77010
Web: www.ey.com/global/content.nsf/US/Home

PricewaterhouseCoopers, LLP
Contact: Mark Allen Smith
Phone: 713-356-4233 or 713-356-4000
Address: 1201 Louisiana, Suite 2900; Houston, TX 77002-5678
Web: www.pwc.com

Sirius Solutions, LLP
Contact: Brent Price
Phone: 713-888-7116 or 713-888-0488 or 1-800-234-8054
Address: 3700 Buffalo Speedway, 11 ^th Floor; Houston, TX 77098
Web: www.sirsol.com

Schedule 12.13 to CSRA

Schedule 12.17(a)
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Releases of Merrill Collateral

Documents evidencing return of Merrill Collateral to the Merrill Parties, including ML Guarantees, and legal discharge of the Merrill Parties from obligations under the Existing CSRA on the Unwind Start Date: