Amended and Restated Credit Sleeve and Reimbursement Agreement Schedules and Exhibits (May 1, 2009)
This document contains the schedules and exhibits to the Amended and Restated Credit Sleeve and Reimbursement Agreement dated May 1, 2009, between Reliant Energy and Merrill Lynch. It outlines risk management policy violations, calculation methods for exchange traded contracts, data and reporting requirements, and other operational details. The agreement sets out the parties' obligations regarding credit support, risk controls, and compliance, including specific procedures for handling violations and calculating financial exposures. Certain confidential information has been omitted from the public version of this document.
Amended and Restated Credit Sleeve and Reimbursement Agreement
dated as of May 1, 2009
pursuant to a request for confidential treatment)
SCHEDULE 1.01 (a) | - | Risk Management Policy Violations | ||
SCHEDULE 1.01(b) | - | Calculations Relating to Exchange Traded Contracts | ||
SCHEDULE 1.01(c) | - | Data and Reporting Requirements | ||
SCHEDULE 1.01(d) | - | ESDS and Fee Schedules | ||
SCHEDULE 1.01(e) | - | Trademarks | ||
SCHEDULE 1.01(f) | - | [Intentionally Deleted] | ||
SCHEDULE 1.01(g) | - | Investments | ||
SCHEDULE 1.01(h) | - | Liens | ||
SCHEDULE 1.01(i) | - | C&I Contract Exceptions | ||
SCHEDULE 2.02(a) | - | Counterparty Document Modification Provisions | ||
SCHEDULE 2.04 | C&I Contracts and Governmental Contracts receiving ML Guarantee | |||
SCHEDULE 3.06(a) | - | Merrill Account | ||
SCHEDULE 5.06 | - | Litigation | ||
SCHEDULE 5.13 | - | List of Subsidiaries | ||
SCHEDULE 5.16 | - | Compliance With Laws | ||
SCHEDULE 7.14 | - | List of Retail Services | ||
SCHEDULE 12.13 | - | List of Calculation Agents | ||
SCHEDULE 12.17 | - | List of Offsetting Trades | ||
EXHIBIT Al | - | Form of ML Guarantee for Accepted Counterparties | ||
EXHIBIT A2 | - | Form of ML Guarantee for C&I Customers | ||
EXHIBIT B | - | List of Accepted Counterparties | ||
EXHIBIT C1 | - | [Intentionally Deleted] | ||
EXHIBIT C2 | - | [Intentionally Deleted] | ||
EXHIBIT C3 | - | [Intentionally Deleted] | ||
EXHIBIT C4 | - | [Intentionally Deleted] | ||
EXHIBIT Dl | - | [Intentionally Deleted] | ||
EXHIBIT D2 | - | [Intentionally Deleted] | ||
EXHIBIT E1 | - | Reliant Energy Retail Risk Policy | ||
EXHIBIT E2 | - | [Intentionally Deleted] | ||
EXHIBIT F | - | [Intentionally Deleted] | ||
EXHIBIT G | - | Form of Joinder Agreement | ||
EXHIBIT H | - | Form of Compliance Certificate | ||
EXHIBIT I1 | - | Sleeve Providers Employees with Access to Certain Reliant Retail Obligor Information | ||
EXHIBIT I2 | - | Reliant Retail Obligors Employees with Access to Certain Merrill Party Information |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Risk Management Policy Violations
* | Loss Exposure: The mark-to-market value of an underlying amount or quantity exceeding a Risk Limit assuming a two standard deviation move in the underlying variables multiplied by the square root of 10. | |
* | Cured: As used in Retail Risk Management Policy the term cured means the loss exposure for the amount or quantity exceeding the Risk Limit constituting the applicable violation has been reduced to less than $5,000,000. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Calculations Relating to Exchange Traded Contracts
ETC Commodity | ||
Period (Month) | Quantities | |
0 | Qo | |
1 | Q1 | |
2 | Q2 | |
3 | Q3 | |
. . . | . . . | |
. . . | . . . | |
N | QN |
Period (Month) | Adjusted Volume | |
0 | Qo / AZPo | |
1 | Q1 / AZP1 | |
2 | Q2 / AZP2 | |
3 | Q3 / AZP3 | |
. . . | . . . | |
. . . | . . . | |
N | QN / AZPn |
Adjusted LIBOR | Adjusted Zero | |||||
Period (Month) | Monthly Date | Forward Curve | Curve | |||
0 | AL0 = 0 | AZPo = 1 | ||||
1 | AL1 | AZP1 | ||||
2 | AL2 | AZP2 | ||||
3 | AL3 | AZP3 | ||||
. . . | . . . | . . . | ||||
. . . | . . . | . . . | ||||
. . . | . . . | . . . | ||||
N | ALN | AZPN |
CONFIDENTIALITY
AGREEMENT BETWEEN
NRG AND MERRILL]
To Amended and Restated Credit Sleeve and Reimbursement Agreement
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a. | Customer Types. |
(i) | Commercial & Industrial (C&I); | ||
(ii) | Residential Mass; and | ||
(iii) | Small Business Mass. |
b. | Customer Sub-Types. |
(1) | FIXED: Fixed Price Power; | ||
(2) | MGI: Monthly Gas Index; | ||
(3) | MCPE: Market Clearing Price of Energy; | ||
(4) | CAPE: Capacity Energy; |
c. | Risk Legs. |
(1) | FP: Fixed Price Power; | ||
(2) | MGI: Monthly Gas Index; | ||
(3) | MCPE: Market Clearing Price of Energy; | ||
(4) | CAPEHR: Capacity Energy Heat Rate; | ||
(5) | CAPACITY: Capacity Payments; | ||
(6) | MTMH: Month-To-Month Hedged with Fixed Price Instruments; | ||
(7) | MTMHO: Month-To-Month Hedged with Option Instruments; |
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d. | Options. |
Customer | ||||||||
Sub-Type | Risk Leg | Aggregated | Pricing Structure | Example | ||||
Fixed | FP | Yes | P=Fixed | P=$75.00/MWh | ||||
MGI | MGI FP | No No | P=Heat Rate*Monthly Gas Index + Fixed Adder P=Fixed | P=8.000*NYMEX HH LD + $7.00/MWh P=$75.00/MWh | ||||
CAPE | CAPEHR MCPE CAPACITY FP MGI | No No No No | P=Heat Rate*Monthly or Daily Gas Index + Fixed Adder P=Factor MCPE*Average Monthly MCPE + Fixed Adder P=Total Dollars P=Fixed | P=9.000*GD HSC + $10.00/MWh P=105%*MCPE + $5.50/MWh P=$45,000 P=$75.00/MWh | ||||
MCPE | MCPE FP MGI | No No No | P=Factor MCPE* Average Monthly MCPE + Fixed Adder P=Fixed P=Heat Rate*Monthly Gas Index + Fixed Adder | P=105%*MCPE + $5.50/MWh P=$75.00/MWh P=8.000*NYMEX HH LD $7.00/MWh |
Customer | ||||||||
Sub-Type | Risk Leg | Aggregated | Pricing Structure | Example | ||||
Fixed | FP | Yes | P=Fixed | P=$75.00/MWh | ||||
Fixed | MTMH | Yes | P=Fixed | P=$75.00/MWh | ||||
MCPE | MTMHO | Yes | P=Average Monthly MCPE + Gross Margin Projection | P=MCPE + $15.18/MWh | ||||
Customer | ||||||||
Sub-Type | Risk Leg | Aggregated | Pricing Structure | Example | ||||
Fixed | FP | Yes | P=Fixed | P=$75.00/MWh | ||||
Fixed | MTMH | Yes | P=Fixed | P=$75.00/MWh | ||||
MCPE | MTMHO | Yes | P=Average Monthly MCPE + Gross Margin Projection | P=MCPE + $I8.35/MWh |
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Schedule 1.01 (c).
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1. | FP Positions (t, T): FP Positions (t, T) are forward positions embedded in C&I contracts pursuant to which a Reliant Retail Obligor delivers Energy to C&I Customers based on the following pricing structure: |
Price = Fixed Price, expressed in $/MWh | |||
a) | Aggregation: Volume (t, T) and shall be calculated using the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b) | Volume (t, T): Aggregated volume of all FP Positions (t, T), as evidenced by executed customer contracts. |
2. | MGI Positions (t, T). MGI Positions (t, T) are forward monthly gas index positions embedded in C&I contracts pursuant to which a Reliant Retail Obligor delivers Energy to C&I Customers based on the following pricing structure: |
Price = {Heat Rate times Monthly Gas Index} plus Fixed Adder, expressed in $/MWh | |||
Herein Heat Rate refers to a fixed numerical multiplier applied to a gas index in accordance with the contract with respect to which amounts are being reported. | |||
Herein Fixed Adder refers to a fixed amount added to price as per the contract with respect to which amounts are being reported. |
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a) | Aggregation: REPS will provide the transactional data but the aggregation shall not be performed by REPS. Volume (t, T) shall be calculated by the Sleeve Provider using the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Gas Index Name, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b) | Volume (t, T): Aggregated volume of all MGI Positions (t, T), as evidenced by executed customer contracts. |
3. | CAPEHR Positions (t, T). CAPEHR Positions (t, T) are forward heat rate positions embedded in C&I contracts pursuant to which a Reliant Retail Obligor delivers Energy to C&I Customers based on the following pricing structure: |
Price = {Heat Rate times Monthly or Daily Gas Index} plus Fixed Adder, expressed in $/MWh | |||
a) | Aggregation: REPS will provide the transactional data but the aggregation shall not be performed by REPS. Volume (t, T) shall be calculated by the Sleeve Provider using the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Gas Index Name, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b) | Volume (t, T): Aggregated volume of all CAPEHR Positions (t, T), as evidenced by executed customer contracts. | ||
4. | MCPE Positions (t, T). MCPE Positions (t, T) are forward market clearing price of energy positions embedded in C&I contracts pursuant to which a Reliant Retail Obligor delivers Energy to C&I Customers based on the following pricing structure: |
Price = {Factor MCPE times Average Monthly MCPE} plus Fixed Adder, expressed in $/MWh |
Average Monthly MCPE means, (i) for C&I Customers in ERCOT business, the simple average of the HMCPE for a calendar month. |
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1. | HMCPE means, for the ERCOT congestion management zone or Load Zone, as the case may be, in which a retail customers meters are located, the simple average MCPE for the hour. | ||
2. | MCPE means the greater of (a) zero or (b) (i) before implementation of the Texas Nodal Market, ERCOTs market clearing price of Energy for a designated ERCOT settlement interval associated with a congestion management zone, as posted by ERCOT, and (ii) after implementation of the Texas Nodal Market, the Settlement Point Price(s) (Day-Ahead or Real-Time) determined by ERCOT for the ERCOT Load Zones associated with a retail customers meters. As used herein, the terms Day Ahead, Real-Time, Settlement Point Price and Load Zone have the meaning set forth in the Texas Nodal Protocols approved by the Public Utilities Commission of Texas and published by ERCOT as of October 1, 2006, as amended. As used herein, ERCOT Load Zone means a load zone, as determined by ERCOT, as to which it publishes a MCPE price. | ||
Factor MCPE means a multiplier to be applied to MCPE-based pricing products. |
a) | Aggregation. REPS will provide the transactional data but the aggregation shall not be performed by REPS. Volume (t, T) shall be computed by the Sleeve Provider considering the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b) | Volume (t, T): Aggregated volume of all MCPE Positions (t, T), as evidenced by executed customer contracts. |
3. | Capacity Positions (t, T). Capacity Positions (t, T) are fixed payments made to a Reliant Retail Obligor under CAPE Customer Sub-Type contracts calculated as follows: |
∑ (for all delivery months T, for all Customers under a CAPE Customer Sub-Type) calculated for each Customer {Billing Volume (t, T, for such Customer) times Capacity Rate (t, T, for such Customer)} | |||
a. | Aggregation: Capacity Positions (t, T) shall be calculated by REPS using the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Delivery/Settlement Month |
b. | Billing Volume (t, T, for the customer N): The Billing Volume is determined by REPS as the Billing Volume used by REPS to compute the Capacity |
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Payments to be charged to each C&I Customer under a CAPE Customer Sub-Type contract (referred to as customer N), expressed in kW. | |||
c. | Capacity Rate (t, T, for the customer N): Capacity Rate represents the price per unit of Billing Volume charged by a Reliant Retail Obligor to each C&I Customer under a CAPE Customer Sub-Type contract (referred to as customer N), expressed in $/kW-month. |
Capacity Positions (t, T) are expressed in Dollars. | |||
4. | Option Positions (t, T). Option Positions (t, T) are customized option like pricing contained in physical delivery retail electricity contracts. The Option Positions (t, T) main Attributes, including: |
- | Physical/Financial, | ||
- | Commodity, | ||
- | Buy/Sell, | ||
- | Monthly Quantity (t, T), | ||
- | Index, | ||
- | Put/Call, | ||
- | Strike Price (t, T), | ||
- | Premium, and | ||
- | Expiry/Maturity |
shall be reported separately according to Schedule 1.01(c).5b. |
1. | FP Positions (t, T). FP Positions (t, T) are forward positions embedded in Mass contracts pursuant to which a Reliant Retail Obligor delivers Energy to Mass Customers based on the following pricing structure: |
Price = Fixed Price, expressed in $/MWh | |||
a. | Aggregation: Volume (t, T) shall be computed by REPS considering the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b. | Volume (t, T). Aggregated volume of all FP Positions (t, T), as evidenced by executed Customer contracts, forecasted Customer usage volume and forecasted Customer counts. |
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2. | MTMH Positions (t, T). MTMH Positions (t, T) are forward Mass month-to-month volumes hedged using fixed price instruments: |
a) | Aggregation: Volume (t, T) shall be computed by REPS considering the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b) | Volume (t, T): Aggregated volume of all MTMH Positions (t, T), based on forecasted Customer usage volume and forecasted Customer counts. |
3. | MTMHO Positions (t, T). MTMHO Positions (t, T) are forward Mass month-to-month volumes hedged using option instruments: |
a. | Aggregation: Volume (t, T) shall be computed by REPS considering the following Aggregation Attributes (see Schedule 1.01(c).3 for definitions of the Aggregation Attributes): |
- | Load Zone, | ||
- | Peak Period, and | ||
- | Delivery/Settlement Month |
b. | Volume (t, T): Aggregated volume of all MTMHO Positions (t, T), based on forecasted Customer usage volume and forecasted Customer counts. |
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1. | Current Month: For purposes of computing Risk Limits, the following assumptions shall be made regarding the Forward C&I Positions (except Options) and Forward Mass Positions corresponding to the period that starts with day t+1 until the end of the corresponding month (Current Month): |
a. | Volumes (t, T) shall be the last monthly Volume (t, T) provided by REPS (i.e. provided the last Business Day of the previous month). | ||
b. | Volumes (t, T) for all the positions and Capacity Positions (t, T) shall be pro-rated based on the number of days in the Balance of Month divided by the total number of days in the applicable month; |
2. | Volumes (t, T) for all C&I Customers shall reflect the expected load factor of the Customers as indicated in the contracts. For Mass Customers, the Volumes (t, T) shall reflect load factors based on typical residential and small business load profiles (as provided on an estimated basis by ERCOT). | ||
3. | Accepted Retail Products: For purposes of the CSRA and this Schedule 1.01(c), Accepted Retail Products means (i) retail power products for Customers that have one or a combination of the Risk Legs and Options described in part II.c. and II.d. of this Schedule 1.01(c), in each case having a tenor of no more than [2] years and [six] months (tenor meaning the time between the initial inclusion of such product in the data provided by REPS to the Sleeve Provider and the final delivery date of such product) and (ii) other retail structured products as may be approved by the Sleeve Provider, including in such approval such related changes to the terms and conditions of the CSRA and this Schedule 1.01(c) as REPS and the Sleeve Provider may mutually agree, but with approval of such other structured products not to be unreasonably withheld, conditioned or delayed unless the impact thereof on the Risk Limits and Current Mark-To-Market are not measurable using the data with respect to such other retail structured products that would be expressly called for by this Schedule 1.01(c). In order to obtain any such approval of other structured products described in the foregoing clause (ii), REPS shall provide notice of such new retail structured product to the Sleeve Provider and REPS and the Sleeve Provider shall work cooperatively in good faith to determine and agree upon any modifications that may be necessary to this Schedule 1.01(c)., | ||
4. | Data Failure Events: |
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a) | If, in the absence of a Force Majeure Event having occurred and continuing in respect of REPS or any Other Reliant Retail Obligor, REPS shall fail to provide all the data as required herein to the Sleeve Provider (i) regarding its executed trades on any Business Day, in accordance with the time frames set forth in Schedule 1.01(c).28, and regarding the data specified in Schedule 1.01(c).24 for any Business Day, by 10:00 a.m. Central time on the next succeeding Business Day, or (ii) in the proper format contemplated herein (each, a Data Failure Event) on any Business Day or Business Days, then REPS shall use its commercially reasonable efforts to cure such failure as promptly as possible and shall be required to provide to the Sleeve Provider as soon as reasonably practicable on the next succeeding Business Day, good faith estimates, certified by the Chief Risk Officer, of the trades which it has entered into on each such Business Day in a format that can be used to calculate Risk Limits and Current Mark-to-Market, and the Sleeve Provider will use such good faith estimates in its calculations of Risk Limits and Current Mark-to Market with respect to such Business Days. If such Data Failure Event continues for two Business Days, the Sleeve Provider shall give notice to REPS that such Data Failure Event (if not excused by a Force Majeure Event having occurred and continuing) may cause an Event of Default under the CSRA if it continues for three more Business Days. If such Data Failure Event continues for five Business Days (from the beginning of such Data Failure Event) (and is not excused by a Force Majeure Event having occurred and continuing), the Sleeve Provider may declare an Event of Default under the CSRA with such consequences as are set forth therein (herein and therein a Data Failure Event of Default). | ||
b) | A Force Majeure Event means, in respect of an Affected Party, an event beyond the reasonable control of the Affected Party that the Affected Party is unable to prevent, avoid or overcome through the exercise of diligent efforts and that is not the result of the Affected Partys fault or negligence or failure to comply with any provision of the CSRA. The following events, among others, shall constitute Force Majeure: act of God; landslide; lightning; earthquake; fire; explosion; flood; storm; hurricane; tornado; insurrection; war; blockade; riot; civil disturbance; sabotage; and embargo and, to the extent satisfying the foregoing conditions, failures of hardware, software, systems and processes. Force Majeure shall not be based on (i) the Reliant Retail Obligors inability to use or resell Accepted Products; (ii) the loss or failure of supply of Accepted Products; or (iii) the ability to obtain better economics under transactions other than those under the CSRA. An Affected Party for purposes hereof means a Party who fails to perform in a timely manner its obligations hereunder and in the case of REPS includes a failure to perform as a result of an event affecting REPS or any Other Reliant Retail Obligor. | ||
5. | Change of Format. The Parties may change the format of the data to be provided hereunder by mutual agreement. |
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1. | A | single amount in Dollars for the total Current Mark-to-Market; | ||||||
2. | A | breakdown of the total Current Mark-to-Market by: | ||||||
a. Delivery Month; and | ||||||||
b. Trade Type Code. |
1. | A | single amount in Dollars for the total Current Mark-to-Market; | ||||||
2. | A | breakdown of the total Current Mark-to-Market by: | ||||||
a. Delivery Month; and | ||||||||
b. Trade Type Code. |
1. | Gas Equivalent Position as defined by Section VII of the REPS Retail Risk Policy broken out by: |
a. | Forward C&I Positions (t,T) Forward Mass Positions (t,T) and Forward Hedged Position (t,T); and | ||
b. | Delivery Month. |
2. | Natural Gas Basis Position as defined by Section VII of the REPS Retail Risk Policy broken out by: |
a. | Forward C&I Positions (t,T), Forward Mass Positions (t,T), and Forward Hedged Position (t,T); | ||
b. | Basis Location; and | ||
c. | Delivery Month |
3. | Power Average Daily Peak as defined by Section VII of the REPS Retail Risk Policy broken out by: |
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a. | Forward C&I Positions (t,T), Forward Mass Positions (t,T), and Forward Hedged Position (t,T); and | ||
b. | Delivery Month |
4. | Power Basis as defined by Section VII of the REPS Retail Risk Policy broken out by |
a. | Forward C&I Positions (t,T), Forward Mass Positions (t,T) and Forward Hedged Position (t,T); | ||
b. | ERCOT Load Zone; | ||
c. | Delivery Month |
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Counterparty | Breakdown | Gross Exposure | Gross Obligation | |||
Counterparty A | Time All | |||||
Counterparty A | Current Month Delivered All | |||||
Counterparty A | Current Month MTM All | |||||
Counterparty A | Forward MTM All | |||||
Counterparty A | Prior Month All | |||||
Counterparty B | Time All | |||||
Counterparty B | Current Month Delivered All | |||||
Counterparty B | Current Month MTM All | |||||
Counterparty B | Forward MTM All | |||||
Counterparty B | Prior Month All |
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a. | REPS shall provide to the Sleeve Provider the trade confirmations upon execution (as soon as possible, by the end of the day the execution occurs). For purposes of this Schedule 1.01(c).28, execution refers to the moment REPS is legally bound to the trade, i.e. the transaction is agreed by the parties, including, but not limited to, agreement utilizing telephone, fax, instant messenger devices, etc., as opposed to when the confirmations are actually signed and delivered by the parties to the trade. | ||
b. | REPS shall provide to the Sleeve Provider as promptly as practicable other information related to originated transactions as the Sleeve Provider reasonably requests. |
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(t) | 1 | |||
(T) | 1 | |||
Accepted Retail Products | 12 | |||
Affected Party | 13 | |||
Aggregated | 5 | |||
Average Monthly MCPE | 8 | |||
Billing Volume | 9 | |||
C&I | 3 | |||
CAPACITY | 3 | |||
Capacity Positions (t, T) | 9 | |||
CAPE | 3 | |||
CAPEHR | 3 | |||
CAPEHR Positions (t, T) | 8 | |||
Commercial & Industrial | 3 | |||
CSRA | 1 | |||
Current Mark-to-Market | 1 | |||
Current Month | 12 | |||
Curve Inputs | 2 | |||
customer N | 10 | |||
Customer Sub-Type | 3 | |||
Customer Type | 3 | |||
Customers | 6 | |||
Data Failure Event | 13 | |||
Data Failure Event of Default | 13 | |||
delivery month | 1 | |||
Delivery Month | 1 | |||
ERCOT Load Zone | 9 | |||
execution | 35 | |||
Factor MCPE | 9 | |||
Fixed | 3 | |||
Fixed Adder | 7 | |||
Force Majeure Event | 13 | |||
Forward C&I Positions | 7, 24, 25 | |||
Forward Hedge Positions | 11 | |||
FP | 3 | |||
FP Positions (t, T) | 7, 10 | |||
Heat Rate | 7 | |||
HMCPE | 9 | |||
Mark-to-Market | 1 | |||
Mass | 3 | |||
MCPE | 9 | |||
MCPE | 3 | |||
MCPE Positions (t, T) | 8 | |||
Merrill LIBOR Curve | 2 |
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MGI | 3 | |||
MGI Positions (t, T) | 7 | |||
MTMH | 3 | |||
MTMH Positions (t, T) | 11 | |||
MTMHO | 3 | |||
MTMHO Positions (t, T) | 11 | |||
Option Positions (t, T) | 10 | |||
Options | 4 | |||
Residential Mass | 3 | |||
Risk Legs | 3 | |||
Small Business Mass | 3 | |||
tenor | 12 |
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To Amended and Restated Credit Sleeve and Reimbursement Agreement
Exposure Step-Down Schedule (ESDS) and Fee Schedule
*** | The content of this Schedule 1.01(d) (consisting of 1 page) has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Trademarks
Case No | Trademark Name | Tmk Status | App. No, | FII Date | Reg. No. | Reg. Date | Country Name | Class | Action Due | Due Date | Owner | |||||||||||||||||
069382.0194.001HO | POWER. CARD and Design | Registered | 75940944 | 10-Mar-2000 | 2428481 | 13-Feb-2001 | United States of America | 35,42 | Renewal Due | 13-Feb-2011 | Reliant Energy Retail Holdings, LLC | |||||||||||||||||
069382.0194.002 | E-SENSE (Stylized) | Pending | 77581566 | 29-Sep-2008 | United States of America | 9,36,37,38,41,42 | Pre-Reg Stat Chk | 29-Mar-2009 | Reliant Energy Trademark Trust | |||||||||||||||||||
069382.9319N0 | RELIANT ENERGY & Design | Registered | 75623514 | 19-Jan-1999 | 2983403 | 9-Aug-2005 | United States of America | 42 | Aff of Use - 5 Yr (Open) | 9-Aug-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382 0322HO | RELIANT ENERGY & Design | Registered | 75623512 | 19-Jan-1999 | 2681501 | 28-Jan-2003 | United States of America | 36 | Aff of Use - 5 Yr (Open) | 28-Jan-2008 | Reliant Energy Trademark Trust | |||||||||||||||||
069182.0324HO | RELIANT ENERGY & Design | Registered | 75623308 | 19-Jan-1999 | 2895973 | 19-Oct-2004 | United States of America | 39 | Aff of Use - 5 Yr (Open) | 19-Oct-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0325HO | RELIANT ENERGY & Design | Registered | 75623309 | 19-Jan-1999 | 2666766 | 24-Dec-2002 | United States of America | 42 | Renewal Due | 24-Dec-2012 | Reliant Energy Trademark Trust | |||||||||||||||||
069382:0330HO | RELIANT ENERGY & Design | Registered | 75623509 | 19-Jan-1999 | 2747525 | 5-Aug-2003 | United States of America | 35 | Aff of Use - 5 Yr (Open) | 5-Aug-2008 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0405HO | RELIANT | Registered | 78311694 | 9-Oct-2003 | 2886710 | 21-Sep-2004 | United States of America | 39 | Aff of Use - 5 Yr(Open) | 21-Sep-2009; | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0406HO | RELIANT | Registered | 78311695 | 9-Oct-2003 | 2886711 | 21-Sep-2004 | United States of America | 40 | Aff of Use - 5 Yr (Open) | 21-Sep-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0454HO | RELIANT PARK | Registered | 76195468 | 17-Jan-2001 | 2897601 | 26-Oct-2004 | United States of America | 18 | Aff of Use - 5 Yr (Open) | 26-Oct-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0457HO | RELIANT PARK | Registered | 76195465 | 17-Jan-2001 | 2897600 | 26-Oct-2004 | United States of America | 25 | Aft of Use - 5 Yr (Open) | 26-Oct-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0461HO | RELIANT PARK | Registered | 76195473 | 17-Jan-2001 | 2884611 | 14-Sep-2004 | United States of America | 35 | Aff of Use - 5 Yr (Open) | 14-Sep-2009 | Reliant Energy Trademark Trust |
Case No | Trademark Name | Tmk Status | App. No, | FII Date | Reg. No. | Reg. Date | Country Name | Class | Action Due | Due Date | Owner | |||||||||||||||||
069382.0463HO | RELIANT PARK | Registered | 76195471 | 17-Jan-2001 | 2935264 | 22-Mar-2005 | United States of America | 41 | Aff of Use - 5 Yr(Open) | 22-Mar-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0464HO | RELIANT PARK | Registered | 76195470 | 17-Jan-2001 | 2933500 | 15-Mar-2005 | United States of America | 43 | Aff of Use - 5 Yr (Open) | 15-Mar-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0475HO | RELIANT ARENA | Registered | 76195453 | 17-Jan-2001 | 2976601 | 26-Jul-2005 | United States of America | 35 | Aft of Use - 5 Yr (Open) | 26-Jul-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0477HO | RELIANT ARENA | Registered | 76195451 | 17-Jan-2001 | 2896040 | 19-Oct-2004 | United States of America | 41 | Aff of Use - 5 Yr (Open) | 19-Oct-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0478HO | RELIANT ARENA | Registered | 76195450 | 17-Jan-2001 | 2943295 | 26-Apr-2005 | United States of America | 42 | Aff of Use - 5 Yr(Open) | 26-Apr-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
060582.0503HO | RELIANT CENTER | Registered | 76195564 | 17-Jan-2001 | 2897602 | 26-Oct-2004 | United States of America | 35 | Aff of Use - 5 Yr (Open) | 26-Oct-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0505HO | RELIANT CENTER | Registered | 76195562 | 17-Jan-2001 | 2875207 | 17-Aug-2004 | United States of America | 41 | Aff of Use - 5 Yr (Open) | 17-Aug-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0509HO | RELIANT STADIUM | Registered | 76195558 | 17-Jan-2001 | 2955241 | 24-May-2005 | United States of America | 16 | Aff of Use - 5 Yr (Open) | 24-May-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0515HO | RELIANT STADIUM | Registered | 76195448 | 17-Jan-2001 | 2929142 | 1-Mar-2005 | United Stales of America | 28 | Aff of Use - 5 Yr (Open) | 1-Mar-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0517100 | RELIANT STADIUM | Registered | 76195445 | 17-Jan-2001 | 2929141 | 1-Mar-2005 | United Stales of America | 35 | Aff of Use - 5 Yr(Open) | 1-Mar-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0519HO | RELIANT STADIUM | Registered | 76195443 | 17-Jan-2001 | 2896039 | 19-Oct-2004 | United States of America | 41 | Aff of Use - 5 Yr (Open) | 19-Oct-2009 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0540HO | ENERGY COMMANDER | Registered | 76263578 | 25-May-2001 | 2764995 | 16-Sep-2003 | United States of America | 9 | Aff of Use - 5 Yr (Open) | 16-Sep-2008 | Reliant Energy Retail Holdings, LLC | |||||||||||||||||
069382.0541HO | ENERGY COMMANDER | Registered | 76263577 | 25-May-2001 | 2813513 | 10-Feb-2004 | United States of America | 42 | Aff of Use - 5 Yr(Open) | 10-Feb-2009 | Reliant Energy Retail Holdings, LLC |
Case No | Trademark Name | Tmk Status | App. No, | FII Date | Reg. No. | Reg. Date | Country Name | Class | Action Due | Due Date | Owner | |||||||||||||||||
069382.0547HO | RELIANT STADIUM | Registered | 75981391 | 17-Jan-2001 | 2729638 | 24-Jun-2003 | United States of America | 42 | Aff of Use - 5 Yr (Open) | 24-Jun-2008 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0553HO | YOUR HOUSTON BUSINESS | Registered | 78156502 | 21-Aug-2002 | 2865827 | 20-Jul-2004 | United States of America | 16, 41 | Aff of Use - 5 Yr (Open) | 20-Jul-2009 | Reliant Energy Retail Holdings, LLC | |||||||||||||||||
069382.0764HO | RELIANT CENTER | Registered | 75981963 | 17-Jan-2001 | 2926480 | 15-Feb-2005 | United States of America | 42 | Aff of Use - 5 Yr (Open) | 15-Feb-2010 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0767HO | RELIANT ENERGY | Registered | 78451768 | 16-Jul-2004 | 3053512 | 31-Jan-2006 | United States of America | 35 | Aff of Use - 5 Yr (Open) | 31-Jan-2011 | Reliant Energy Trademark Trust | |||||||||||||||||
069302.0768HO | RELIANT ENERGY | Registered | 78451803 | 16-Jul-2004 | 3053513 | 31-Jan-2006 | United States of America | 39 | Aff of Use - 5 Yr (Open) | 31 -Jan-2011 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0769HO | RELIANT ENERGY | Registered | 78451815 | 16-Jul-04 | 3045140 | 17-Jan-06 | United States of America | 40 | Aff of Use - 5 Yr(Open) | 17-Jan-2011 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0807HO | RELIANT | Registered | 78622356 | 4-May-2005 | 3097811 | 30-May-2006 | United States of America | 36 | Aff of Use - 5 Yr (Open) | 30-May-2012 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0808HO | RELIANT ENERGY | Registered | 78622380 | 4-May-2005 | 3132302 | 22-Aug-2006 | United States of America | 36 | Aff of Use - 5 Yr (Open) | 22-Aug-2011 | Reliant Energy Trademark Trust | |||||||||||||||||
069382.0817HO | POWERZONE | Registered | 78762804 | 29-Nov-2005 | 3243942 | 22-May-2007 | United States of America | 35, 41 | Aff of Use - 5 Yr (Open) | 22-May-2012 | Reliant Energy Retail Holdings, LLC | |||||||||||||||||
069382.0829HO | RELIANT POWERTRACKER | Registered | 77071862 | 27-Dec-2006 | 3528114 | 4-Nov-2008 | United States of America | 39 | Aff of Use - 5 Yr (Open) | 4-Nov-2013 | Reliant Energy Retail Services, LLC |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Investments
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Liens
Change | Frequency | Description | Designation | Justification/Ramification | ||||
HR, Gas, or Power Block Triggers | High | Existing customer contract allows for option to lock down HR, gas or enrgy blocks. | IRF | Part of existing contractual obligation. For those customers who negotiated this right out of their contracts for a lower adder, adding the right back in will be viewed as a restructure. | ||||
Transitions | High | Customers term ends however he/she has not 1 Extended current contract; 2-Gone to other REP. Therefore, retail puts them on MCPE + Adder product. * This applies for customers whos underlying contract is IRF. Once master base moves ORF, the transition will be handled ORF. | IRF | Contract has effectively expired but retail is still serving load in compliance with the terms of the original contract. | ||||
Assignments | High | An assignment can be a partial of full assignment and occurs when a new 3rd party assumes the electricity contract of our customer, under the same term, price, etc as the original C&I customer. | IRF | Contract terms have not changed just customer | ||||
LaaR/EILS | Low | Incremental offering for exisiting customer. Customer receives credit if ERCOT exercises right to interrupt. The term and price of contract do not change with execution of amendment. | IRF | Terms and price of contract remain same. Load not impacted. A customer may sign up for LAAR or EILS after the retail contract is signed, which causes a contract amendment, but nothing would change in terms of the retail contract in regards to price or term. | ||||
Supplemental | Low | Occasionally customers will call and tell us that they are going to have a temporary increase in their load, This is usually in conjunction with customer with cogen. Similar to an added site the load will increase, but the period is short-term. | IRF | Current contractual right. Price will change for incremental supply to cover for changes in supply costs. | ||||
3rd Party Supply | Low | The customer will call the CTD and tell us they are bringing a certain amount of supply, in which case we just serve as the QSE. | IRF | If current contractual right to bring 3rd party supply exists then load remains in the ring fence. | ||||
Immaterial Adds & Deletes | High | Customer calls and adds a meter under 5000 mwhrs. Example: school district adds a trailer to the contract. | IRF | 1) Historically been viewed as maintenance of existing contracts. 2) High frequency of add/delete make it impractical to renegotiate each contract to add/remove the sites from the ring. 3) The load is insignificant. 4) Keeping immaterial new meters for existing customers with the same legal entity (inside the ring) will be the smoothest process from a customers point of view. | ||||
POLR Drops | Low | A C&I customers REPS goes out of business and they are returned to RERS as POLR. This will be additional C&I load. | IRF | Ercot will give the POLR load to RERS. RRI has no control over who and what load is given to us via Ercot POLR process. | ||||
Prepay with No Price Change | Low | Customer is required to move to prepay due to credit quality. | IRF | If a customer is moved to prepay with no price change the load will remain IRF. | ||||
Prepay with Price Change | Low | Customer is on a contract and is prepaying for their usage, which may result in a commodity price discount. Customer wants to move off of prepay, resulting in a price change. Or the reverse situation, customer is on standard payment terms but wants to move on to prepay to take advantage of the commodity price discount. | ORF | If a price change is involved with a prepay the load will be moved ORF. | ||||
Add Meters for Exisiting Customer on New Product | Low | Customer calls to add meters on a different product than the underlying contract product exhibit for an immaterial meter(s) of no more than 5000 mwhs in aggregate. | IRF | Assuming load is immaterial the new meters will be added just like an immaterial add. If load is deemed material then the new meters will be added under a new Master Base ORF. | ||||
Material Adds & Deletes | Low | Customer calls and adds a meter above 5000 mwhrs. Example: school district adds a trailer to the contract. | ORF* | Very infrequent activity. In 2008 there were a total of 5 material adds. Each instance requires its own analysis to determine % of underlying load and financial impact to customer. | ||||
Renewals & Extensions | High | Renew existing contract for longer term. | ORF | Original term load will remain in the ring. The load will move out of the ring fence with the beginning of the renewal period. | ||||
Restructure Blend & Extend | Medium | Change customers price during exisiting term, in return for customer extending the term of their contract. | ORF* | Changes the current obligations and thus requires the load to come out of the ring fence. | ||||
Restructure Product switch | Medium | Customer changes product from original product exhibit (usually MCPE moving to fixed price). | ORF* | Changes the current obligations and thus requires the load to come out of the ring fence. |
* | When Existing load moves ORF, a portfolio of Supply equivalent to the original term load will be sold from the RERS supply book to the RETR supply book at the original hedge prices. | |
IRF = Inside Ring Fence | ||
ORF = Outside Ring Fence = Prohibited New C&I |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Counterparty Document Negotiation Provisions
b. Addresses for Notices (other than Merrill Parties)
c. Definitions of offices, Multibranch Party.
To Amended and Restated Credit Sleeve and Reimbursement Agreement
C&I Contracts and Governmental Contracts receiving ML Guarantee
Apache Corporation
Association Power, LLC
Big Lots Stores, Inc.
Citgo Petroleum Corporation
City of Houston
ConocoPhillips Company
Explorer Pipeline Company
Huntsman Polymers Corporation
Kinder Morgan Inc.
Kinder Morgan Operating L.P.
La Quinta Inns, Inc.
OReilly Automotive, Inc.
Petsmart, Inc.
Praxair, Inc.
Public Utility Commission of the State of Texas (PUCT)
Sprint United Management Company
Texas CUC Aggregation Project, Inc. dba Public Power Pool
Texas Rangers Baseball Partners
Texas General Land Office
University Of Texas System
U.S. General Services Administration
Valero Energy Corporation
Valero Logistics
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Merrill Account
*** | Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Litigation
I. | PENDING LITIGATION |
a. | Office of the Public Utility Counsel vs. Public Utility Commission of Texas, Reliant Resources, Inc. and Reliant Energy Retail Services, L.L.C.; Cause No. GN301279; In the District Court of Travis County, Texas, 345th Judicial District. | ||
b. | Gulf Coast Coalition of Cities vs. Public Utilities Commission of Texas and Reliant Energy Services; Cause No. GN2-03756 [4-5 Fuel Factor Case]; 345th Judicial District Court; Travis County, Texas. | ||
c. | The State of Texas vs. Public Utility Commission of Texas; Reliant Energy Retail Services, L.L.C.; Case No. GV303876; 345th Judicial District Court; Travis County, Texas. | ||
d. | Homestead Commercial Group, LLC v. Reliant Energy Retail Services, LLC, Arched Bridge Co. Inc., et al.; Cause No: 2007-65389; 281st Judicial District, Harris County, Texas. | ||
e. | In re: Movie Gallery/Hollywood Video Bankruptcy. | ||
f. | 534 Las Americas/Hispanic Housing (Bankruptcy); Case No. 07-33778; US Bankruptcy Court, Southern District of Texas, Houston Division. | ||
g. | In re: Arctic Cold Storage (Bankruptcy); Case No. 07-60254; US Bankruptcy Court, Eastern District of Texas, Tyler Division. | ||
h. | In re: Bombay Company, Inc. (Bankruptcy); Case No. 07-44084-rfn-11; US Bankruptcy Court, Northern District of Texas, Ft. Worth Division. | ||
i. | Houston Council for Health and Education vs. Public Utility Commission of Texas, CenterPoint Energy, Houston Electric, LLC, Reliant Energy Retail Services, LLC and Texas Genco, LP; Cause No. GN500160; 3rd Court of Appeals, Travis County, Texas. | ||
j. | Sharon Taylor, et al. vs. Freeman Publishers, Inc., et al. (Reliant Energy, Inc. a/k/a Reliant Resources); Cause No. 02-07-cv-410; USDC, Western District of Louisiana. | ||
k. | In re: Miracle Candle; Cause No. 07-50227; United States District Court, Southern District of Texas, Laredo Division. | ||
l. | Ray Madrigal v. Reliant Energy, Inc. and AEP Energy Services, Inc.; Cause No. 08-60392- 1; In the County Court at Law No. 1, Nueces County, Texas. |
-1-
m. | Jan Andel, Diana Clarkson, a/n/f of Anthony Douglas Andel, A Minor, Wanda Andel and Bruno Andel vs. Atlantic Service & Supply, LLC, et al.; Cause No. 2008-17202; In the 164th Judicial District Court, Harris County, Texas. | ||
n. | Constellation Energy Commodities Group, Inc. vs. Public Utility Commission of Texas; Cause No. D-1-GN-08-001213; in the 98th Judicial District Court, Travis County, Texas. | ||
o. | Timothy Gyftakos vs. Reliant Energy, Incorporated; Cause No. 928308; in the County Civil Court at Law #3, Harris County, Texas. | ||
p. | Merrill Lynch Commodities, Inc. et ano. vs. Reliant Energy Power Supply, LLC et al.; Index No. 603820/2008; Supreme Court, New York County. | ||
q. | IP CO., LLC d/b/a INTUS IQ vs. Reliant Energy, Inc., et al.; C.A. No. 2: 090cv037; in the United States District Court for the Eastern District of Texas, Marshall Division. | ||
r. | Andrea L. Walker vs. Reliant Energy; Charge No.  ###-###-####-01794; United States Equal Employment Opportunity Commission, Dallas District office. | ||
s. | In re: Calpine Corporation et al., debtors, Ch 11 Case 05-6022; Calpine Energy Services, L.P. vs. Reliant Energy Electric Solutions, LLC, Adversary Proceeding No.08-1-01251; in the United States Bankruptcy Court for the Southern District of New York. |
II. | THREATENED LITIGATION |
a. | Letter dated December 8, 2008 to Reliant Energy Retail Services, LLC from Bennett, Weston & LaJone, P.C. | ||
b. | Letter dated January 2, 2009 to Reliant Energy Retail Services, LLC from Cokinos, Bosien & Young | ||
c. | Letter dated January 22, 2009 to Reliant from K&L Gates |
III. | JUDGMENTS |
None. |
-2-
To Amended and Restated Credit Sleeve and Reimbursement Agreement
List of Subsidiaries
1. | RERH Holdings, LLCs ownership of 1,000 units of the membership interest of Reliant Energy Retail Holdings, LLC | ||
2. | Reliant Energy Retail Holdings, LLCs ownership of |
a. | 1,000 units of the membership interest of Reliant Energy Retail Services, LLC | ||
b. | 1,000 units of the membership interest of Reliant Energy Power Supply, LLC |
3. | Reliant Energy Retail Services, LLCs ownership of 1,000 units of the membership interest of RE Retail Receivables, LLC | ||
4. | Reliant Energy Retail Holdings, LLCs holding of |
a. | 100% of the beneficial interest of NRG Retail IT Trust |
Jurisdiction of | Organizational/Taxpayer | |||
Organization | Identification Number | |||
RERH Holdings, LLC | Delaware | 4191623/20 ###-###-#### | ||
Reliant Energy Retail Holdings, LLC | Delaware | 3279845/76-0655580 | ||
Reliant Energy Retail Services, LLC | Delaware | 3279840/76-0655567 | ||
RE Retail Receivables, LLC | Delaware | 3531400 ###-###-#### | ||
Reliant Energy Power Supply, LLC | Delaware | 4142914/20 ###-###-#### | ||
NRG Retail IT Trust | Delaware |
Houston, Texas 77002
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Compliance with Laws
1. | Potential violation of P.U.C. Subst R. 25.107 (i)(5) regarding sufficiency of notice of mergers of Reliant Energy Solutions, LLC and StarEn Power, LLC into Reliant Energy Retail Services, LLC in 2005. | |
2. | During the period from February 4 to February 6, 2009 disconnect orders were issued to the TDU for 153 customers without first providing the disconnect notices required by P.U.C. Subst. R. 25.483(c), (k) and (l). 137 of those customers were disconnected. Reconnect orders were issued to the TDU for all 153 customers by February 13, 2009. During the period of February 2, 2008 to November 4, 2008 disconnect orders were issued to the TDU for 54 customers without first providing the disconnect notices required by P.U.C. Subst. R. 25.483(c), (k) and (l). 11 of those customers were never reconnected. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
List of Retail Services
1. | Services sold to RERSs customers pursuant to that certain agreement entered into effective July 28, 2006 by and between RERS and Cross Country Home Services, Inc., a corporation duly organized and existing under the laws of the State of Delaware (Cross Country), pursuant to which RERS will make available to its customers in the state of Texas one or more of the various home service plans offered by Cross Country. | |
2. | Services sold to customers of the Reliant Retail Obligors in connection with Energy Commander, Reliants internet-based information and analysis portal that provides customer specific tools, information, services, and products. | |
3. | RERS leases certain components and equipment involving the high-voltage substation at General Motors Arlington, Texas assembly plant through October 31, 2010. The lease provides that RERS, through third party contractors, perform certain maintenance and repair services pursuant to a cost plus arrangement contained in the lease. RERS has a separate service agreement with a maintenance service provider, Eaton Electrical, Inc., that provides periodic maintenance services on behalf of RERS. | |
4. | A project undertaken for Valeron Strength Films involved the installation and ongoing recommended manufacturers (Mitsubishi) maintenance of an automatic fast bus transfer device (switch) that identifies electrical disturbance conditions on incoming utility lines and can transfer up to 6 MVA of load from the primary circuit to the secondary circuit within one-half of one electrical cycle. RERSs remaining obligation, which will terminate in November 2009, is to provide annual periodic maintenance through a contract it has with Mitsubishi Electric Power Products, Inc. | |
5. | On August 4, 1997, ARKLA and the United States of America/Department of the Army at Ft. Sill entered into an Agreement For Energy Conservation and Demand Side Management Service, which, through a subsequent delivery order (DABT 39-97-C-4046), dated September 24, 1997, required ARKLA to provide labor, supplies and equipment to retrofit lighting fixtures at Ft. Sills barracks, for a contract price of $615,279.70. The Army was to pay for the cost of the project over a ten-year period from final acceptance. Thereafter, due to the acquisition and consolidation of activities, Reliant Energy Solutions, LLC (later merged into RERS) expanded the project to include de-centralizing and upgrading the barracks heating system to include automatically controlled, high efficiency, modular gas fired, pulse type combustion boilers for domestic hot water and space heating at each of the five barracks, together with installing variable frequency drives and additional lighting upgrades. The final project sales price, after |
incorporating the then-remaining balance of the ARKLA lighting project, mentioned above, was $5,168,533, which was funded at 7.75% interest per annum over a 10-year period. | ||
After completion of the project, RERS negotiated third party financing (Program Agreement) with Potomac Federal (subsequently acquired by GE Capital). Under the Program Agreement terms, GE Capital provided third party non-recourse financing of the Ft. Sill project, with RERS receiving (up-front) full payment from GE Capital for the sales price of the project. The current outstanding amount owing on the principal is $124,053.69. | ||
Under the terms of the Agreement, RERS is to bill, for 120 consecutive months, the monthly amortization costs ($62,027.89) in conjunction with monthly natural gas bills rendered by ARKLA to Ft. Sill. Following the spinoff of REI in 2002, administrative agency agreements were entered into between RERS and CenterPoint Energy-ARKLA, and between RERS and CenterPoint Energy-Entex, whereby the two natural gas distribution companies continue to bill and collect as an agent for RERS. In the case of ARKLA, Ft. Sill is billed; whereas, in the case of Entex, the Naval Construction Battalion Center is billed as discussed below. In addition to the financing arrangement, RERSs continuing service to Ft. Sill is limited to prescribed annual preventative maintenance services, which RERS provides through third-party local contractors. All of RERS obligations to Ft. Sill will terminate in June 11, 2009. | ||
6. | On March 5, 1997, ENTEX appointed NorAM Energy Management as its agent for performing energy conservation projects at federal facilities served by ENTEX. Subsequently, on July 9, 1997, ENTEX entered into that certain Basic Ordering Agreement between the United States of America and ENTEX, a Division of NorAm Energy Corporation, at Defense Facilities within its Service Area (the Basic Ordering Agreement) to implement energy conservation projects. | |
Thereafter, on August 27, 1998, the United States of America, Department of the Navy, Naval Construction Battalion Center (NCBC), issued contract purchase order number N62467-97-G-1813 and Delivery Orders G0001 and G0002 (the Delivery Orders), to ENTEX for the installation of a fuel cell in the Colmer Galley (the Project). On September 9, 1998, ENTEX appointed HL&P Energy Services Company (now RERS) as its agent for performing energy conservation projects at federal facilities served by ENTEX. Pursuant to the Delivery Orders, the monthly amortization of energy conservation project costs appear as separate line items on monthly natural gas utility bills rendered for services supplied by ENTEX to NCBC, and ENTEX collects on behalf of RERS, each month, payment for the Project. There are two separate Delivery Orders, involving 120 monthly installments. |
RERSs remaining obligation involves the administration of invoicing, through an Administrative Agency Agreement it has with CenterPoint Energy Entex, of NCBC through March 2010. | ||
7. | Services such as walk-through audits, providing energy tips, and on-line energy audits. | |
8. | All-utility connection service (ie, together with electricity, water, gas, phone, internet) provided to retail electric customers through All Connect. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
List of Calculation Agents
Contact: Marina Kotovich
Phone: 312 ###-###-#### or ###-###-#### or ###-###-####
Address: 2929 Allen Parkway, Suite 2000; Houston, TX 77019
Web: www.accenture.com
Contact: Marcela Donadio
Phone: 713 ###-###-#### or ###-###-####
Address: 5 Houston Center, Suite 1200; 1401 McKinney St.; Houston, TX 77010
Web: www.ey.com/global/content.nsf/US/Home
Contact: Mark Allen Smith
Phone: 713 ###-###-#### or ###-###-####
Address: 1201 Louisiana, Suite 2900; Houston, TX 77002-5678
Web: www.pwc.com
Contact: Brent Price
Phone: 713 ###-###-#### or ###-###-#### or ###-###-####
Address: 3700 Buffalo Speedway, 11th Floor; Houston, TX 77098
Web: www.sirsol.com
To Amended and Restated Credit Sleeve and Reimbursement Agreement
List of Offsetting Trades
*** | The content of this Schedule 12.17 (consisting of 2 pages) has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
MERRILL LYNCH & CO., INC. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Date: | ||||||
MERRILL LYNCH & CO., INC. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Date: | ||||||
To Amended and Restated Credit Sleeve and Reimbursement Agreement
List of Accepted Counterparties
*** | The content of this Exhibit B (consisting of 2 pages) has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Reliant Energy Retail Risk Policy
*** | The content of this Exhibit E1 (consisting of 2 pages) has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
To Amended and Restated Credit Sleeve and Reimbursement Agreement
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Joinder Agreement
([Subsidiary])
[SUBSIDIARY] | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
By: | ||||
Name: | ||||
Title: | ||||
Joined Agreements
Counterparties | Agreement | Capacity Joined | Liability | |||
Merrill Lynch & Co., Inc. (ML&Co), a Delaware corporation, and Merrill Lynch Commodities, Inc. (MLCI), a Delaware corporation. | Amended and Restated Credit Sleeve and Reimbursement Agreement, dated as of September 24, 2006, as amended and restated as of May 1, 2009 (the CSRA), among Reliant Energy Power Supply, LLC, and the Other Reliant Retail Obligors listed on the signature pages thereto, on one hand, and ML&Co and MLCI, on the other hand, as the same may be amended, supplemented, restated, renewed, replaced, waived or otherwise modified from time to time. | Other Reliant Retail Obligor | The undersigned shall have no liability for the observance and performance of the terms, conditions, and obligations under applicable to the undersigned in its capacity under the CSRA which accrue prior to the date hereof. | |||
Merrill Lynch Capital Corporation, a Delaware corporation (MLCC). | Second Amended and Restated Working Capital Facility Agreement, dated as of September 24, 2006, as amended and restated as of May 1, 2009 (the WCF), among MLCC, as Lender, Reliant Energy Retail Holdings, LLC, as Borrower, and the Other Reliant Retail Obligors, as Guarantors, as the same may be amended, supplemented, restated, renewed, replaced, waived or otherwise modified from time to time. | Additional Guarantor | The undersigned shall have no liability for the observance and performance of the terms, conditions, and obligations under applicable to the undersigned in its capacity under the WCF which accrue prior to the date hereof. | |||
NRG Energy, Inc., a Delaware corporation (NRG), | Master Services Agreement dated as of May 1, 2009 (the MSA), among NRG and the Retail Companies listed on the signature pages thereto, as the same may be amended, supplemented, restated, renewed, replaced, waived or otherwise modified from time to time. | Retail Company | The undersigned shall have no liability for the observance and performance of the terms, conditions, and obligations under applicable to the undersigned in its capacity under the MSA which accrue prior to the date hereof. |
To Amended and Restated Credit Sleeve and Reimbursement Agreement
Form of Compliance Certificate
RERH Holdings, LLC | ||||
Name: | ||||
Title: | ||||
FINANCIAL STATEMENTS
to Amended and Restated Credit Sleeve Reimbursement Agreement
Sleeve Provider Employees with Access to Data
Rob Jones
Dennis Albrecht
Don Ellithorpe
Tammy Nikoltcheva
Philip Carey
Vikki Karel
Chris Elliott
Valerie Thomas
Matt Miller
Grady Reed
Laney Sweatt
Veronica Henley
Marcelo Meira
Yvette Owens
Fabian Rodriguez
Orli Almog
Paula Smith
Karalyn Van Leggelo
Stephen Domroes
Ari Kagan
Blessing Mudavanhu
Stephan Dellosso
Lindsay Johnson
Vanessa Stabler
Karim Ali
Scott Freeberg
Jason Ye
Reema Gupta
Robert Smart
Matt Slane
Burke Nail
Ed Calderon
Chune Zhang
James Coley
Greg Whiting
Nicole White
Olga Herrera
Corey Dearing
Michelle Pringle
Melissa Valentino
Micole Newsome
Brenda Johnson
Jennifer Royer
Genaro Mendoza
Nicole Richard
Heather Jordan
Fawn Dees
Noe Garza
Deanna Newcomb
John Clowney
Ron Oppenheimer
Shelly Abramson
to Amended and Restated Credit Sleeve Reimbursement Agreement
Reliant Employees with Access to Data
Arlene Spangler
Frank Marian
Chris Slaughter
Paul Feldman
Bryan Gelotti
Felix Lu
Bucky Gardner
Michael Naul
Robert Goerner
Manuel Ciobanu
Javier Li
Chet Mercier
John Adams
Stephen Bouvier
Cara Canovas
David Rissmiller
Ben Yamat
Aibing Zhang
Brad Radimer
Allison Mundy
Kathleen Graper
Jonathan Osteen
Kathleen Ho
Amanda Lewis
Jasmine Shah
Hemant Bajaj
Chad Bullard
Frank Bryan
Ron Theriot
Ellen Dailey
Carol Grisby
Bharat Shah
Kellie Schoenecker
Scott Haney
Monica Matlock
Tuyen Nguyen (needs access until May 12 for April Close under TSA)
Stuart Smith
Misa Gondo (needs access until May 12 for April Close under TSA)
Penny Fetherston (needs access until May 12 for April Close under TSA)
Michelle Barnett (needs access until May 12 for April Close under TSA)
Nicole Pierce
Donna Henderson (needs access until May 12 for April Close under TSA)
Deena Mangan (needs access until May 12 for April Close under TSA)
Phelps McKee (needs access until May 12 for April Close under TSA)
Chuck Trygstad
Eric Wang
Deena Morgan
Lance Boyce
Courtney Hebert
Kim Hales
Tana Lam
Bob Singleton
Mike Reckles
Chris Lurix
Debbie Duniphin
Maria Fernandez
Sreehari Gorantla
Renuka Joopelli
Kevin Keller
Bill King
Meily Mejia
Kristopher Michalsky
Sandeep Paliwal
Prasad Pati
Marco Perez
Sridevi Ravi
Charles Wheatley
Tamie Dowies
Joe Haven
Scott Yeargain
Donna Benefield
Juan Sanchez
Jeff Pratt
Market Risk
Felix Lu
Bucky Gardner
Manuel Ciobanu
Michael Naul
Retail Credit Risk
Frank Marian
Arlene Spangler
Chris Slaughter
Felix Lu
Bucky Gardner
Michael Naul
Chad Bullard
Brad Radimer
Allison Mundy
Market Risk
Felix Lu
Bucky Gardner
Manuel Ciobanu
Market Risk
Felix Lu
Bucky Gardner
Manuel Cioanbu
Name | Title | |
David Crane | President and Chief Executive Officer | |
Mauricio Gutierrez | Executive Vice President, Commercial Operations | |
John Ragan | Executive Vice President & Chief Operating Officer | |
Michael Liebelson | Executive Vice President and Chief Development Officer, Low Carbon Technologies | |
Robert C. Flexon | Executive Vice President and Chief Financial Officer | |
J. Andrew Murphy | Executive Vice President and Regional President, Northeast Region | |
Kevin T. Howell | Executive Vice President and Regional President, Texas | |
Jonathan Baliff | Executive Vice President, Strategy | |
Michael Bramnick | Senior Vice President and General Counsel, Corporate Compliance Officer | |
Jan Paulin | Senior Vice President and President and CEO of Padoma Wind Power LLC | |
Robert Martin Henry | Senior Vice President, Business Operations | |
Jeff Baudier | Senior Vice President and President, South Central Region | |
M. Stephen Hoffman | Senior Vice President and President, Western Region | |
Christopher Sotos | Vice President and Treasurer | |
James John Ingoldsby | Vice President, Chief Accounting Officer | |
Raymond Salort | Vice President, Tax | |
Denise Wilson | Chief Administrative Officer | |
Krishnan Kasiviswanathan | Chief Risk Officer | |
Tanuja M. Dehne | Corporate Secretary |
Reliant Energy Retail Holdings, LLC
Reliant Energy Retail Services, LLC
RE Retail Receivables, LLC
Name | Title | |
Kevin T. Howell | President | |
Raymond Salort | Vice President | |
Jason B. Few | Vice President | |
Clare H. Doyle | Vice President | |
Eyvette López Hetherington | Vice President | |
David R. Roylance | Vice President | |
Christopher Sotos | Vice President and Treasurer | |
Lynne Przychodzki | Secretary |
Name | Title | |
Kevin T. Howell | President | |
Raymond Salort | Vice President | |
Jason B. Few | Vice President | |
Clare H. Doyle | Vice President | |
Eyvette López Hetherington | Vice President | |
David R. Roylance | Vice President | |
Mark A. Durow | Vice President | |
Christopher Sotos | Vice President and Treasurer | |
Lynne Przychodzki | Secretary |
Krishnan Kasiviswanathan
Arlene Spangler
Frank Marian
Chris Slaughter
Bryan Gelotti
Paul Feldman
Felix Lu
Bucky Gardner
Robert Goerner
Manuel Ciobanu
Michael Naul
Javier Li
Chet Mercier
John Adams
Stephen Bouvier
Cara Canovas
David Rissmiller
Ben Yamat
Aibing Zhang
Brad Radimer
Kathleen Graper
Allison Mundy
Matthew Condon
Amanda Lewis
Courtney Hebert
access to ML data in RRI systems)
Kim Hales
Tana Lam
Bob Singleton
Mike Reckles
Debbie Duniphin
Maria Fernandez
Sreehari Gorantla
Renuka Joopelli
Kevin Keller
Bill King
Meily Mejia
Kristopher Michalsky
Sandeep Paliwal
Prasad Pati
Marco Perez
Sridevi Ravi
Charles Wheatley
Tamie Dowies
Joe Haven
Scott Yeargain
Donna Benefield
Juan Sanchez
Jeff Pratt