Schedules and Exhibits to the Amended and Restated Credit Sleeve and Reimbursement Agreement

Exhibit 10.1(B)

Schedules and Exhibits to the
Amended and Restated Credit Sleeve and Reimbursement Agreement
dated as of May 1, 2009

(Portions of this Exhibit marked “[***]” have been omitted
pursuant to a request for confidential treatment)

Schedule 1.01 (a)
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Risk Management Policy Violations

DETERMINATION OF LEVEL I, II, AND III VIOLATIONS

CSRA Violations

Level I Violations

1) Inaccurate input or failure to enter on a timely basis transactions with a notional amount of greater than $250,000 into a transaction capture system.

Level II Violations

1) Level I violations equal to 2 percent of total transactions during the preceding calendar quarter;

2) Transactions resulting in a Loss Exposure of less than $15,000,000 due to a) Failure to report an executed transaction; b) Execution of a commercial transaction with an unauthorized counterparty; c) Executing a transaction with unapproved terms, notional limits or tenor; and / or d) Other unauthorized transactions (involving, for example, commodity, product, market).

Level III Violations

1) 5 Level II violations during the preceding calendar quarter;

2) Any amount or quantity that exceeds a Risk Limit and not Cured within 3 Business Days;

3) Any amount or quantity that exceeds a Risk Limit and that amount or quantity exceeds a mark-to market loss of $25,000,000 not Cured within 1 business day.

4) Creating a Loss Exposure of greater than $15,000,000 due to a) Execution of a commercial transaction with an unauthorized counter party; b) Executing a transaction with unapproved terms, notional limits or tenor; and / or c) Other unauthorized transactions (involving, for example, commodity, product, market). And such violation is not Cured within 1 Business Day after the earlier to occur of (i) notice thereof from Sleeve Provider, or (ii) a Responsible Officer or other executive officer of any Reliant Retail Obligor obtaining knowledge of such occurrence;

5) 3 violations of the types described in item 4 above shall occur, which have been Cured such that they do not constitute a Level III Violation on their own, during any 60 consecutive month period; provided that if such a Level III Violation under this item 5 occurs, another such Level III Violation under this item 5 shall not occur unless an additional 3 violations of such types have occurred

Schedule 1.01(a) to CSRA

Schedule 1.01 (b)
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Calculations Relating to Exchange Traded Contracts

Adjusted Volume:

For Exchange Traded Contracts with the following delivery periods and volume quantities,

the “Adjusted Volume” of the Mirror OTC Contracts to be entered into between REPS and the Sleeve Provider as part of the (EFS Transaction or ICE Block Transaction) under the Credit Sleeve and Reimbursement Agreement will be computed as follow:

“AZP” shall be the Adjusted Zero Prices that corresponds to the date on the Adjusted Zero Curve which is defined below. The Adjusted Volume will be rounded off to the nearest full unit (mmbtu or mwh).

Calculation of Adjusted Zero Curve:

The Credit Sleeve Provider will calculate an adjusted LIBOR forward curve (the “Adjusted LIBOR Forward Curve”) each day by adding the marginal cost of capital adder (the “MCC Adder”) to the inputs used to calculate the Merrill Lynch & Co. standard LIBOR curve (the “Merrill LIBOR Curve”).

Schedule 1.01(b) to CSRA

“MCC Adder” shall be:

(a) 0.0028; for purposes of calculating the Adjusted Volume of Mirror OTC Contracts executed in connection with (EFS Transactions or ICE Block Transactions) that are Effective Date Transactions described in Section 2.03(a) of the Credit Sleeve Reimbursement Agreement; and

(b) the marginal cost of capital relative to LIBOR that all Merrill Lynch & Co.’s trading desks are charged for the use of funds by Merrill Lynch & Co. (as of the date of such EFS Transaction or ICE Block Transaction), which amount is relative to LIBOR that is the average cost of capital for Merrill Lynch & Co. across all maturities (such MCC Adder can be positive or negative); for purposes of calculating the Adjusted Volume of Mirror OTC Contracts executed in connection with EFS Transactions or ICE Block Transactions that are Ongoing Transactions described in Section 2.03(b) of the Credit Sleeve Reimbursement Agreement

As of the Effective Date, the MCC Adder described in subsection (b) above is 0.0028; however, such amount may change in accordance with changes to Merrill Lynch & Co.’s marginal cost of capital as described above.

“Merrill LIBOR Curve” shall be the LIBOR curve used by Merrill Lynch & Co. and its subsidiaries in their U.S. and world wide swap and futures operations and business and used to mark its interest rate position to market. It is understood that Merrill Lynch & Co. may modify the inputs for how it determines this curve; however, it will continue to use the same curve for the Merrill LIBOR Curve as used in this Schedule and for its other operations as described in the foregoing sentence.

Using the Adjusted LIBOR Forward Curve the Sleeve Provider will calculate a corresponding zero curve (the “Adjusted Zero Curve”), and provide such Adjusted Zero Curve to REPS on each Business Day, no later than 10:00 a.m. CST, and such curve shall be applicable to the (EFS Transactions and ICE Block Transactions) that are executed on that day. The Adjusted Zero Curve will be a strip of monthly Adjusted Zero Prices, which represent the present value of $1.00 dollar received on a specific date in the future, assuming the Adjusted LIBOR Forward Curve for discounting purposes with discounting being computed utilizing the continuously compounding methodology. The Adjusted Zero Curve provided will have 5 places after the decimal point.

The term of the Adjusted LIBOR Forward Curve and the corresponding Adjusted Zero Curve will be 72 months, including the then current month; provided, however, that to the extent REPS currently has or in the future obtains an Exchange Traded Contract for a longer period, then the Sleeve Provider will extend the Adjusted LIBOR Forward Curve and the Adjusted Zero Curve to match such longer period. Adjusted Zero Prices that correspond to dates that are between the Monthly Dates in the table below will be

calculated using linear interpolation. The format utilized by the Sleeve Provider in providing this information will include at a minimum the following attributes:

Treatment for Options:

For purposes of clarification the Parties agree that no adjustment will be made to the volumes of options transactions which are transferred pursuant to EOO Transactions under the Credit Sleeve Reimbursement Agreement, or in other words the Adjusted Volume of any Mirror OTC Contract that is an option will be the exact same volume as the volume of the corresponding Exchange Traded Contract.

Physical Exposure Management Fee:

For Exchange Traded Contracts that provide for physical delivery, (both futures contracts and options that provide for physical delivery futures contracts) and are transferred to the Sleeve Provider pursuant to an EFS or EOO Transaction, the following will apply: The Mirror OTC Transaction’s confirm will specify that REPS agrees to pay to Sleeve Provider (or Sleeve Provider agrees to pay to REPS) a fee (the “Physical Exposure Management Fee” or “ PhEM ”) equal to: either (i) the actual EFS or EOO Transaction premium paid or received by Sleeve Provider to liquidate the physical exposure or (ii) if Sleeve Provider takes the position in its own book, the average of two broker quotes on the day Sleeve Provider takes the position (which quotes shall be of the applicable buy or sell side from the Sleeve Provider’s perspective of the premium for the EFS or EOO of the same product and delivery month), multiplied by the volume in the EFS or EOO Transaction. Sleeve Provider will provide REPS notice of the PhEM amount within 2 Business Days of either liquidating the physical exposure with a third party or taking the position on the Sleeve Provider’s own book. REPS may request that the Sleeve Provider provide deal tickets as evidence of the actual premium paid or received by Sleeve Provider or instant messaging prints of broker quotes. PhEM shall be due and payable by the applicable Party at the time of settlement of the Mirror OTC Transaction associated with such EOO or EFS Transaction.

Schedule 1.01(b) to CSRA

[SUBJECT TO EXISTING
CONFIDENTIALITY
AGREEMENT BETWEEN
NRG AND MERRILL]

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). All terms defined herein shall be listed in the Index of Defined Terms for 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.

All Current Mark-to-Market and Risk Limits computations shall be done on the basis of data REPS provides to the Sleeve Provider by loading such data to a designated web site on or before 9:00 p.m. Central time on the preceding Business Day. The data provided pursuant to this Schedule 1.01(c) shall reflect transactions closed by the time frames set forth in Schedule 1.01(c).28 (except for the data specified in Schedule 1.01(c).24, which shall reflect transactions as of the close of business on the Business Day next preceding the day REPS provides such data). Such data shall be in a format designed to facilitate the Sleeve Provider’s computation of Risk Limits and Current Mark-to-Market and shall consist of the data required by this Schedule 1.01(c). The Sleeve Provider’s computation shall be performed consistent with the methodology that the Sleeve Provider uses to mark its own positions to market on a daily basis.

“Delivery Month” or “delivery month” means a calendar month in which physical delivery or financial settlement under a transaction occurs.

“(t)” means, as the context requires, any Business Day as of which an amount or value contemplated in this Schedule 1.01(c) is calculated or an identified event occurs.

“(T)” means each applicable Delivery Month for the contract (or forecast to purchase and sell electricity in respect of month-to-month Customers) in respect of which this term is used.

“Current Mark-to-Market” for any day, shall be expressed in Dollars and shall be equal to the Mark-to-Market value of all Forward Hedge Positions (as defined in Schedule 1.01(c).1) determined by the Sleeve Provider, as of such day.

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) using the Merrill Market Forward Pricing Curve, Merrill Volatility Curve and Correlation Curve that corresponds to the pricing terms of such transaction, or in the case of a dispute as to the

Schedule 1.01(c) to CSRA

Curve Inputs (as defined below), such new Curve Inputs resulting from the process for resolving disputes as to the Curve Inputs outlined below. The “Merrill Market Forward Pricing Curves ” and “Merrill Volatility 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 (as such term is defined in Schedule 1.01(b), the “Merrill LIBOR Curve” ). The “Correlation Curves” will be the curves used by REPS as of December 31, 2008 in its U.S. energy and related forwards, futures and options trading operations to mark its positions to market (with such changes thereto as may be reasonably agreed by the Sleeve Provider and REPS from time to time at the request of either REPS or the Sleeve Provider). It is understood that the Merrill Parties may modify inputs for how they determine these curves so long as they continue to use the same curves for the calculations referred to herein as the curves they use for their other operations referred to in this paragraph.

REPS may challenge the Merrill LIBOR Curve, Merrill Market Forward Pricing Curves, Merrill Volatility Curves and any other Sleeve Provider curves or inputs or modifications (herein collectively, referred to as the “ Curve Inputs ”), used by the Sleeve Provider in calculating the Risk Limits and Current Mark-to-Market. If the parties cannot reach agreement on the Curve Inputs within two days after such challenge, then REPS may require that a third party expert be used to choose between the Sleeve Provider’s methodology for determining the Curve Inputs and a specific alternative methodology proposed by REPS for use in determining the Curve Inputs for a specified product, location or time period. 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 two Business Days following request therefor), be provided by the Sleeve Provider to REPS. Such expert shall be required to choose between the Curve Inputs used by the Sleeve Provider and those inputs proposed by REPS and to identify which it determines is more accurate, and the inputs used as Curve Inputs thereafter shall be formulated by the Sleeve Provider in a manner consistent with the inputs so selected and thereafter such Curve Inputs as so formulated will be the Curve Inputs for all purposes hereunder. The expenses of the expert will be paid by the Party whose inputs are not selected by the expert.

Prior to the agreement on any change in the Curve Inputs, the provisions of the CSRA with respect to Risk Limits and Current Mark-to-Market will continue to be applicable on the basis of the calculation of Risk Limits and Current Mark-to-Market by the Sleeve Provider immediately prior to, and during, any challenge by REPS.

Schedule 1.01(c) to CSRA

II. Overview of Customer Types, Customer Sub-Types and Risk Legs for Forward Retail Positions. The following overview is provided as background for the specification of data to be provided by REPS and to provide definitions for “Customer Types”, “Customer Sub-Types” and the respective “Risk Legs”, including the pricing structures associated therewith.

The Retail Energy Business of the Reliant Retail Obligors has three main customer types (each, a “Customer Type”):

Residential Mass and Small Business Mass are together referred to as “Mass”.

Each Customer Type can be further subdivided by the type of product primarily provided to such Customer Type (each, a “ Customer Sub-Type ”).

The Customer Sub-Types are as follows for ERCOT business:

Each Customer in a Customer Sub-Type may contract for one pricing and/or risk structure or a combination of pricing and/or risk structures (defined as “ Risk Legs ”), the volumes from which must be quantified for purposes of determining compliance with the Risk Limits.

The Risk Legs for ERCOT business are as follows:

Schedule 1.01(c) to CSRA

“ Options ” refer to customized derivative solutions embedded in contracts for physical delivery of Energy by a Reliant Retail Obligor to a C&I Customer.

Details of the different pricing structures corresponding to the Risk Legs are provided below:

C&I Customers:

C&I Customers for ERCOT business are comprised of five Customer Sub-Types. Each of these Customer Sub-Types may have contracted for component Risk Legs and corresponding pricing structures as follows:

Residential Mass:

Residential Mass Customers are comprised of three Customer Sub-Types. Each of these Customer Sub-Types may have contracted for Risk Legs and corresponding pricing structures as follows:

Small Business Mass :

Small Business Mass Customers are comprised of three Customer Sub-Types. Each of these Customer Sub-Types may have contracted for Risk Legs and corresponding pricing structures as follows:

Schedule 1.01(c) to CSRA

Risk Legs that indicate that they are “ Aggregated ” in the above tables shall be aggregated by REPS in accordance with Aggregation Attributes (e.g. Load Zone, etc.) as more specifically set forth in the descriptions of Forward C&I Positions and Forward Mass Positions one
Schedule 1.01 (c).

A reference to “load” or “Load” (or their plural equivalents) in this Schedule 1.01(c) shall have the same meaning as “volume” or “Volume” (or their plural equivalents).

Schedule 1.01(c) to CSRA

Schedule 1.01(c).1

Data for Risk Limits and Current Mark-to-Market Calculations

On each Business Day REPS will provide the data called for by this Schedule 1.01(c).1 (and other Schedules referred to herein, other than Schedule 1.01(c).24) in accordance with Schedule 1.01(c).28 with respect to Forward C & I Positions (t, T), Forward Mass Positions (t, T) and Forward Hedge Positions (t, T), and shall provide the other information updates called for herein at the times or on the dates (as applicable) specified in the relevant Schedules below, each as described below.

REPS shall provide the data specified in 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 each Risk Leg that is included in the data required to be provided under this Schedule 1.01(c), such data will be delivered to the Sleeve Provider in the format called for by Schedules 1.01(c).4, 1.01(c).5a.1, 1.01(c).5a.2 and 1.01(c).5b or as modified by mutual agreement of the Parties. Insofar as Schedules 1.01(c).4, 1.01(c).5a.1, 1.01(c).5a.2 and 1.01(c).5b call for pricing data with respect to Risk Legs, REPS will not be required to provide such pricing data (provided that nothing herein shall limit the Sleeve Provider’s right to otherwise request such information in accordance with Section 6.02(g) of the CSRA). Where indicated below REPS shall provide data for Customer Types or Customer Sub-Types by giving aggregate volume for Customers where the Aggregation Attributes specified below are the same for such Customer Type or Customer Sub-Type. All volumes will be expressed as megawatt hours or MWh.

Customers will only be included if they have a binding contract with REPS for Accepted Retail Products, except insofar as Customers are included for MTMH and MTMHO Risk Legs in accordance herewith for Accepted Retail Products. All references herein to “Customers” are to Customers so included.

It is understood that the contracts for those Customers that have contracts may not refer to information using the same terms as are used herein including those for Customer Sub-Types, Risk Legs, elements of pricing structure and other terms used in specifying data called for in Schedules 1.01(c).4, 1.01(c).5a.1, 1.01(c).5a.2 and 1.01(c).5b; however, REPS will provide data based on the substance of what is called for and not on a mechanical application of labels.

Any forecast or projected amount required to be provided by REPS under this Schedule 1.01(c) (including pursuant to the following: paragraphs [A.1.b), A.2.b), A.3.b), A.4.b), A.6.b), A.6.c) and A.7; B.1.b), B.1.c), B.2.b), B.2.c), B.3.b), B.3.c), B.4.b), B.4.c), B.5.b) and B.5.c); and E.3 of Schedule 1.01(c).l,]), and any adjustments by REPS of amounts required to be provided by REPS pursuant to this Schedule 1.01(c) based on known or expected regulatory or operational changes or other factors as permitted by this Schedule 1.01(c), in each case shall at all times be consistent with the base case amounts used in forecast or projected information which the applicable Reliant Retail Obligor (i) uses in its internal management reporting, (ii) provides to its board of directors, (iii) makes available to financial analysts or investors and (iv) uses in its reporting to the Securities and Exchange Commission, each to the extent applicable (and using

Schedule 1.01(c) to CSRA

the most current of such information so used, provided or made available if not all of such categories of information are consistent with each other). On request REPS will promptly share the most recent of such forecast or projected information used, made available or provided as described above with the Sleeve Provider and will reconcile the amount reported pursuant to this Schedule 1.01(c) with such information.

Any historical amount required to be provided by REPS under this Schedule 1.01(c) shall at all times be consistent with the actual amounts which the applicable Reliant Retail Obligor (i) uses in its internal management reporting, (ii) provides to its board of directors, (iii) makes available to financial analysts or investors and (iv) uses in its reporting to the Securities and Exchange Commission, each to the extent applicable (and using the most current of such information so used, provided or made available if not all of such categories of information are consistent with each other).

(A) Forward C&I Positions (t, T). Data for Forward C&I Positions (which shall include each of the positions defined below) shall be classified by Risk Leg and Options as follows:

Schedule 1.01(c) to CSRA

Subject to the terms of Agreement Regarding Additional Accepted Product #2 between REPS and the Sleeve Provider dated as of November 8, 2006:

Schedule 1.01(c) to CSRA

Schedule 1.01(c) to CSRA

(B) Forward Mass Positions (t, T ). Forward Mass Positions (which shall include each of the positions described below) shall be classified by Risk Leg as follows:

Schedule 1.01(c) to CSRA

(D) Forward Hedge Positions (t, T):

“Forward Hedge Positions” shall be all the individual wholesale trades entered into by a Reliant Retail Obligor in order to hedge the exposure of the Reliant Retail Obligors (including liquidations of hedges) regardless of when the applicable trade was entered into. Volumes and prices shall be expressed on a delivery-month basis. Each Business Day the trade details specified in Schedules 1.01(c).16 and 1.01(c).17 shall be transferred by REPS to the Sleeve Provider utilizing the formats included in Schedules 1.01(c).16 and 1.01(c). 17. These trades shall be of the following types:

          - Physical Power Purchases (including shaped products)

          - Financial Power Swaps

          - Financial Gas Swaps

          - Physical Power Options

          - Financial Power Options

          - Financial Gas Options

Schedule 1.01(c) to CSRA

          - Financial Heat Rate Swaps

          - Financial Heat Rate Options

          - Tolling Agreements

          - Power Basis Swaps

          - Gas Basis Swaps

          - Other trades that currently are or in the future become Accepted Products (as such term is defined in the CSRA), but excluding those trades described in subpart (a)(iii) of the definition of Accepted Products.

(E) Miscellaneous:

Schedule 1.01(c) to CSRA

Schedule 1.01(c) to CSRA

Schedule 1.01(c).2

[intentionally omitted]

Schedule 1.01(c) to CSRA

Schedule 1.01(c).3

Definition of Certain Aggregation Attributes

[No Change to Existing Schedule]

Schedule 1.01(c) to CSRA

Schedule 1.01(c).4

Retail Non-Options Mass & C&I Template

[No Change to Existing Schedule]

Schedule&