Common use of Transport Documents Clause in Contracts

Transport Documents. ¨Full Set of Marine/Ocean Bxxx of Lading covering a port to port shipment consigned to the order of JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier, and indicating the goods have been loaded on board or shipped on a named vessel. ¨Full Set of Multimodal Transport document consigned to the order of JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier or Multimodal transport operator, and indicating that the goods have been dispatched, taken in charge or loaded on board. ¨Air Waybill consigned to JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier. ¨If Consignee other than JPMorgan Chase Bank, N.A. (please specify): ¨If notify party other than Applicant (please specify): ¨Truck Bxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. ¨Rail Bxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. The Transport Document must be marked ¨Freight Collect ¨Freight Prepaid ¨ Packing List originals copies. ¨ Certificate of Origin originals copies. ¨ Forwarders Cargo Receipt (‘FCR’) issued by indicating that the merchandise has been received (indicate in the space below any further requirements-Note: a FCR is not a transport document): ¨Inspection Certificate issued by and purportedly signed by originals copies Specify Inspection Certificate content (if blank, document will be accepted as tendered.) ¨Other Documents ¨See attached sheet for continuation or other documents or further special instructions which form and are an integral part of this Application. Covering: Merchandise described in the invoice as (Mention commodity only in generic terms omitting details as to grade, quality, etc. Do not attach copy of Purchase Order. Reference may be made to it for information only.) Trade Terms: ¨ Check if Incoterms 2000 applies ¨ FAS ¨ FOB (named port of shipment); ¨ FCA (named place of shipment); ¨ CIP (named place of destination); ¨ CFR ¨ CIF (named port of destination); ¨ Other . Documents must be presented for payment, acceptance, negotiation within days (unless otherwise specified 21 days will be stipulated) after the date of shipment of the transport documents (or in the case of a FCR or Air Waybill 21 days after its date) but within the validity of the Credit. ¨ All bank charges other than those of Issuer are for the beneficiary’s account. Unless otherwise stated herein, the negotiating/nominated bank (if any) is authorized to send all documents to you in one airmail or courier service, if available. The Credit, or any Credit issued shall be subject to the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 (“UCP”) and any subsequent revision thereof adhered to by Bank on the date such Credit is issued. THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE CONTINUING AGREEMENT, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Agreement and the Credit, and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) EXHIBIT H-2 FORM OF DBTCA LETTER OF CREDIT APPLICATION Deutsche Bank Letter of Credit Number: APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT Applicant (Full name and address): Issuing Bank: Deutsche Bank AG New York Branch or Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Date of Application: Expiry Date: Place of Expiry: ¨ Issue by (air) mail ¨ Issue by teletransmission ¨ Issue by courier ¨ Applicant to arrange pick-up ¨ Issue by other (specify): ¨ with brief advice by teletransmission Beneficiary (Full name and address): Name and Jurisdiction of Organization of any Subsidiary Account Party for this Credit (or specify “None”): Confirmation of the Credit: Currency and Amount in Figures and Words (Please use ISO Currency Codes): ¨ not requested ¨ requested ¨ authorized if requested by Beneficiary ¨Credit to be issued with the terms and conditions set forth in the attached specimen. Credit available against the document(s) detailed herein: ¨Beneficiary’ssight draft(s) drawn on Issuing Bank ¨OriginalCredit and any and all amendments to the Credit ¨Beneficiary’ssigned and dated statement, reading as follows: ¨Otherdocuments (specify issuer(s) and data content): Credit to be issued subject to (check one): ¨InternationalStandby Practices 1998, International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when the Credit is issued. ¨UniformCustoms and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued. ¨ See attached for additional instructions ¨Check if only a single drawing for all or a portion of the amount of the Credit is permitted The undersigned requests you to issue your irrevocable letter of credit, (herein called the “Credit”), substantially in accordance with these instructions (marked (x) where appropriate). The undersigned agrees to be bound in respect of the Credit by the terms and conditions of the Continuing Agreement for Standby Letters of Credit dated , as amended, supplemented or otherwise modified from time to time, made by the undersigned (and, if applicable, one or more other parties) to Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas. The undersigned represents and warrants to you that (i) no Event of Default (as defined in such Agreement) or other event that with notice or lapse of time or both would constitute such an Event of Default has occurred and is continuing or would result from the issuance of the requested Credit and (ii) all representations and warranties contained in such Agreement are true and correct in all material respects as of the date hereof and shall be true and correct in all material respects immediately after issuance of the requested Credit. Applicant’s Name: By: Print Name: Title: EXHIBIT I FORM OF EXEMPTION CERTIFICATE Reference is made to the Credit Agreement, dated as of September 20, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RRI Energy, Inc. (to be renamed GenOn Energy, Inc. on the Closing Date), from and after the Closing Date, Mirant Americas, Inc. (to be renamed GenOn Americas, Inc. on the Closing Date), a Delaware corporation (each, a “Borrower” and together, the “Borrowers”), the Lenders party thereto, the Co-Syndication Agents and Co-Documentation Agents named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.17(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

Transport Documents. ¨Full Full Set of Marine/Ocean Bxxx Bill of Lading covering a port to port shipment consigned to the order of JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier, and indicating the goods have been loaded on board or shipped on a named vessel. ¨Full Full Set of Multimodal Transport document consigned to the order of JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier or Multimodal transport operator, and indicating that the goods have been dispatched, taken in charge or loaded on board. ¨Air Air Waybill consigned to JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier. ¨If If Consignee other than JPMorgan Chase [Issuing Bank, N.A. ] (please specify): ¨If If notify party other than Applicant (please specify): ¨Truck Bxxx Truck Bill of Lading consigned to marked notify Applicant indicating the name of the carrier. ¨Rail Bxxx Rail Bill of Lading consigned to marked notify Applicant indicating the name of the carrier. The Transport Document must be marked ¨Freight Freight Collect ¨Freight Freight Prepaid ¨ All Risks War SR&CC Other Risks (specify). Insurance coverage for % (Unless otherwise specified the minimum amount of insurance must be for 100% of the CIF or CIP value plus 10%. If the CIF or CIP value cannot be determined from the documents on their face, insurance must be for a minimum amount of 110% of the drawing amount or 110% of the gross invoice amount, whichever is greater.) Packing List originals copies. ¨ Certificate of Origin originals copies. ¨ Forwarders Cargo Receipt (‘FCR’) issued by indicating that the merchandise has been received (indicate in the space below any further requirements-Note: a FCR is not a transport document): ¨Inspection Inspection Certificate issued by and purportedly signed by originals copies Specify Inspection Certificate content (if blank, document will be accepted as tendered.) ¨Other Other Documents ¨See See attached sheet for continuation or other documents or further special instructions which form and are an integral part of this Application. Covering: Merchandise described in the invoice as (Mention commodity only in generic terms omitting details as to grade, quality, etc. Do not attach copy of Purchase Order. Reference may be made to it for information only.) Trade Terms: ¨ Check if Incoterms 2000 applies ¨ FAS ¨ FOB (named port of shipment); ¨ FCA (named place of shipment); ¨ CIP (named place of destination); ¨ CFR ¨ CIF (named port of destination); ¨ Other . Documents must be presented for payment, acceptance, negotiation within days (unless otherwise specified 21 days will be stipulated) after the date of shipment of the transport documents (or in the case of a FCR or Air Waybill 21 days after its date) but within the validity of the Credit. ¨ All bank charges other than those of Issuer are for the beneficiary’s account. Unless otherwise stated herein, the negotiating/nominated bank (if any) is authorized to send all documents to you in one airmail or courier service, if available. The Credit, or any Credit issued shall be subject to the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 (“UCP”) and any subsequent revision thereof adhered to by Bank on the date such Credit is issued. THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE CONTINUING AGREEMENT, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Agreement and the Credit, and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) EXHIBIT H-2 FORM OF DBTCA LETTER OF CREDIT APPLICATION Deutsche Bank Letter of Credit Number: APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT Applicant (Full name and address): Issuing Bank: Deutsche Bank AG New York Branch or Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Date of Application: Expiry Date: Place of Expiry: ¨ Issue by (air) mail ¨ Issue by teletransmission ¨ Issue by courier ¨ Applicant to arrange pick-up ¨ Issue by other (specify): ¨ with brief advice by teletransmission Beneficiary (Full name and address): Name and Jurisdiction of Organization of any Subsidiary Account Party for this Credit (or specify “None”): Confirmation of the Credit: Currency and Amount in Figures and Words (Please use ISO Currency Codes): ¨ not requested ¨ requested ¨ authorized if requested by Beneficiary ¨Credit to be issued with the terms and conditions set forth in the attached specimen. Credit available against the document(s) detailed herein: ¨Beneficiary’ssight draft(s) drawn on Issuing Bank ¨OriginalCredit and any and all amendments to the Credit ¨Beneficiary’ssigned and dated statement, reading as follows: ¨Otherdocuments (specify issuer(s) and data content): Credit to be issued subject to (check one): ¨InternationalStandby Practices 1998, International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when the Credit is issued. ¨UniformCustoms and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued. ¨ See attached for additional instructions ¨Check if only a single drawing for all or a portion of the amount of the Credit is permitted The undersigned requests you to issue your irrevocable letter of credit, (herein called the “Credit”), substantially in accordance with these instructions (marked (x) where appropriate). The undersigned agrees to be bound in respect of the Credit by the terms and conditions of the Continuing Agreement for Standby Letters of Credit dated , as amended, supplemented or otherwise modified from time to time, made by the undersigned (and, if applicable, one or more other parties) to Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas. The undersigned represents and warrants to you that (i) no Event of Default (as defined in such Agreement) or other event that with notice or lapse of time or both would constitute such an Event of Default has occurred and is continuing or would result from the issuance of the requested Credit and (ii) all representations and warranties contained in such Agreement are true and correct in all material respects as of the date hereof and shall be true and correct in all material respects immediately after issuance of the requested Credit. Applicant’s Name: By: Print Name: Title: EXHIBIT I FORM OF EXEMPTION CERTIFICATE Reference is made to the Credit Agreement, dated as of September 20, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RRI Energy, Inc. (to be renamed GenOn Energy, Inc. on the Closing Date), from and after the Closing Date, Mirant Americas, Inc. (to be renamed GenOn Americas, Inc. on the Closing Date), a Delaware corporation (each, a “Borrower” and together, the “Borrowers”), the Lenders party thereto, the Co-Syndication Agents and Co-Documentation Agents named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.17(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

Transport Documents. ¨Full o Full Set of Marine/Ocean Bxxx Xxxx of Lading covering a port to port shipment consigned to the order of JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier, and indicating the goods have been loaded on board or shipped on a named vessel. ¨Full indicating that the merchandise has been received (indicate in the space below any further requirements-Note: a FCR is not a transport document): o Full Set of Multimodal Transport document consigned to the order of JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier or Multimodal transport operator, and indicating that the goods have been dispatched, taken in charge or loaded on board. ¨Air o Inspection Certificate issued by and purportedly signed by _______ originals _______ copies o Air Waybill consigned to JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier. ¨If o If Consignee other than JPMorgan Chase Bank, N.A. (please specify): ¨If Specify Inspection Certificate content (if blank, document will be accepted as tendered.) o If notify party other than Applicant (please specify): ¨Truck Bxxx o Other Documents o Truck Xxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. ¨Rail Bxxx o Rail Xxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. The Transport Document must be marked ¨Freight o Freight Collect ¨Freight o Freight Prepaid ¨ Packing List originals copies. ¨ Certificate of Origin originals copies. ¨ Forwarders Cargo Receipt (‘FCR’) issued by indicating that the merchandise has been received (indicate in the space below any further requirements-Note: a FCR is not a transport document): ¨Inspection Certificate issued by and purportedly signed by originals copies Specify Inspection Certificate content (if blank, document will be accepted as tendered.) ¨Other Documents ¨See o See attached sheet for continuation or other documents or further special instructions which form and are an integral part of this Application. Covering: Merchandise described in the invoice as (Mention commodity only in generic terms omitting details as to grade, quality, etc. Do not attach copy of Purchase Order. Reference may be made to it for information only.) Trade Terms: ¨ o Check if Incoterms 2000 applies ¨ o FAS ¨ o FOB (named port of shipment); ¨ o FCA (named place of shipment); ¨ o CIP (named place of destination); ¨ o CFR ¨ o CIF (named port of destination); ¨ o Other . Documents must be presented for payment, acceptance, negotiation within _____ days (unless otherwise specified 21 days will be stipulated) after the date of shipment of the transport documents (or in the case of a FCR or Air Waybill 21 days after its date) but within the validity of the Credit. ¨ o All bank charges other than those of Issuer are for the beneficiary’s account. Unless otherwise stated herein, the negotiating/nominated bank (if any) is authorized to send all documents to you in one airmail or courier service, if available. The Credit, or any Credit issued shall be subject to the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 (“UCP”) and any subsequent revision thereof adhered to by Bank on the date such Credit is issued. Rev. 01/01/2009 THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE CONTINUING AGREEMENT, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Agreement and the Credit, and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) Rev. 01/01/2009 EXHIBIT H-2 FORM OF DBTCA LETTER OF CREDIT APPLICATION Deutsche Bank Letter of Credit Number: _________________ APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT Applicant (Full name and address): Issuing Bank: Deutsche Bank AG New York Branch or Deutsche Bank Trust Company Americas 60 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Date of Application: Expiry Date: Place of Expiry: ¨ Issue by (air) mail ¨ Issue by teletransmission ¨ Issue by courier ¨ Applicant to arrange pick-up ¨ Issue by other (specify): ¨ with brief advice by teletransmission Beneficiary (Full name and address): Name and Jurisdiction of Organization of any Subsidiary Account Party for this Credit (or specify “None”): Confirmation of the Credit: Currency and Amount in Figures and Words (Please use ISO Currency Codes): ¨ not requested ¨ requested ¨ authorized if requested by Beneficiary ¨Credit to be issued with the terms and conditions set forth in the attached specimen. Credit available against the document(s) detailed herein: ¨Beneficiary’ssight draft(s) drawn on Issuing Bank ¨OriginalCredit and any and all amendments to the Credit ¨Beneficiary’ssigned and dated statement, reading as follows: ¨Otherdocuments (specify issuer(s) and data content): Credit to be issued subject to (check one): ¨InternationalStandby Practices 1998, International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when the Credit is issued. ¨UniformCustoms and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued. ¨ See attached for additional instructions ¨Check if only a single drawing for all or a portion of the amount of the Credit is permitted The undersigned requests you to issue your irrevocable letter of credit, (herein called the “Credit”), substantially in accordance with these instructions (marked (x) where appropriate). The undersigned agrees to be bound in respect of the Credit by the terms and conditions of the Continuing Agreement for Standby Letters of Credit dated , as amended, supplemented or otherwise modified from time to time, made by the undersigned (and, if applicable, one or more other parties) to Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas. The undersigned represents and warrants to you that (i) no Event of Default (as defined in such Agreement) or other event that with notice or lapse of time or both would constitute such an Event of Default has occurred and is continuing or would result from the issuance of the requested Credit and (ii) all representations and warranties contained in such Agreement are true and correct in all material respects as of the date hereof and shall be true and correct in all material respects immediately after issuance of the requested Credit. Applicant’s Name: By: Print Name: Title: EXHIBIT I FORM OF EXEMPTION CERTIFICATE Reference is made to the Credit Agreement, dated as of September 20, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RRI Energy, Inc. (to be renamed GenOn Energy, Inc. on the Closing Date), from and after the Closing Date, Mirant Americas, Inc. (to be renamed GenOn Americas, Inc. on the Closing Date), a Delaware corporation (each, a “Borrower” and together, the “Borrowers”), the Lenders party thereto, the Co-Syndication Agents and Co-Documentation Agents named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.17(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

Transport Documents. ¨Full o Full Set of Marine/Ocean Bxxx Xxxx of Lading covering a port to port shipment consigned to the order of JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier, and indicating the goods have been loaded on board or shipped on a named vessel. ¨Full o Full Set of Multimodal Transport document consigned to the order of JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier or Multimodal transport operator, and indicating that the goods have been dispatched, taken in charge or loaded on board. ¨Air o Air Waybill consigned to JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier. ¨If o If Consignee other than JPMorgan Chase [Issuing Bank, N.A. ] (please specify): ¨If o If notify party other than Applicant (please specify): ¨Truck Bxxx o Truck Xxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. ¨Rail Bxxx o Rail Xxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. The Transport Document must be marked ¨Freight o Freight Collect ¨Freight o Freight Prepaid ¨ 100% of the CIF or CIP value plus 10%. If the CIF or CIP value cannot be determined from the documents on their face, insurance must be for a minimum amount of 110% of the drawing amount or 110% of the gross invoice amount, whichever is greater.) o Packing List originals copies. ¨ o Certificate of Origin originals copies. ¨ o Forwarders Cargo Receipt (‘FCR’) issued by indicating that the merchandise has been received (indicate in the space below any further requirements-Note: a FCR is not a transport document): ¨Inspection o Inspection Certificate issued by and purportedly signed by originals copies Specify Inspection Certificate content (if blank, document will be accepted as tendered.) ¨Other Documents ¨See attached sheet for continuation or other documents or further special instructions which form and are an integral part of this Application. Covering: Merchandise described in the invoice as (Mention commodity only in generic terms omitting details as to grade, quality, etc. Do not attach copy of Purchase Order. Reference may be made to it for information only.) Trade Terms: ¨ Check if Incoterms 2000 applies ¨ FAS ¨ FOB (named port of shipment); ¨ FCA (named place of shipment); ¨ CIP (named place of destination); ¨ CFR ¨ CIF (named port of destination); ¨ Other . Documents must be presented for payment, acceptance, negotiation within days (unless otherwise specified 21 days will be stipulated) after the date of shipment of the transport documents (or in the case of a FCR or Air Waybill 21 days after its date) but within the validity of the Credit. ¨ All bank charges other than those of Issuer are for the beneficiary’s account. Unless otherwise stated herein, the negotiating/nominated bank (if any) is authorized to send all documents to you in one airmail or courier service, if available. The Credit, or any Credit issued shall be subject to the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 (“UCP”) and any subsequent revision thereof adhered to by Bank on the date such Credit is issued. THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE CONTINUING AGREEMENT, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and charges. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER THAN THE PERSON SIGNING ABOVE: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Agreement and the Credit, and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) EXHIBIT H-2 FORM OF DBTCA LETTER OF CREDIT APPLICATION Deutsche Bank Letter of Credit Number: APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT Applicant (Full name and address): Issuing Bank: Deutsche Bank AG New York Branch or Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Date of Application: Expiry Date: Place of Expiry: ¨ Issue by (air) mail ¨ Issue by teletransmission ¨ Issue by courier ¨ Applicant to arrange pick-up ¨ Issue by other (specify): ¨ with brief advice by teletransmission Beneficiary (Full name and address): Name and Jurisdiction of Organization of any Subsidiary Account Party for this Credit (or specify “None”): Confirmation of the Credit: Currency and Amount in Figures and Words (Please use ISO Currency Codes): ¨ not requested ¨ requested ¨ authorized if requested by Beneficiary ¨Credit to be issued with the terms and conditions set forth in the attached specimen. Credit available against the document(s) detailed herein: ¨Beneficiary’ssight draft(s) drawn on Issuing Bank ¨OriginalCredit and any and all amendments to the Credit ¨Beneficiary’ssigned and dated statement, reading as follows: ¨Otherdocuments (specify issuer(s) and data content): Credit to be issued subject to (check one): ¨InternationalStandby Practices 1998, International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when the Credit is issued. ¨UniformCustoms and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued. ¨ See attached for additional instructions ¨Check if only a single drawing for all or a portion of the amount of the Credit is permitted The undersigned requests you to issue your irrevocable letter of credit, (herein called the “Credit”), substantially in accordance with these instructions (marked (x) where appropriate). The undersigned agrees to be bound in respect of the Credit by the terms and conditions of the Continuing Agreement for Standby Letters of Credit dated , as amended, supplemented or otherwise modified from time to time, made by the undersigned (and, if applicable, one or more other parties) to Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas. The undersigned represents and warrants to you that (i) no Event of Default (as defined in such Agreement) or other event that with notice or lapse of time or both would constitute such an Event of Default has occurred and is continuing or would result from the issuance of the requested Credit and (ii) all representations and warranties contained in such Agreement are true and correct in all material respects as of the date hereof and shall be true and correct in all material respects immediately after issuance of the requested Credit. Applicant’s Name: By: Print Name: Title: EXHIBIT I FORM OF EXEMPTION CERTIFICATE Reference is made to the Credit Agreement, dated as of September 20, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RRI Energy, Inc. (to be renamed GenOn Energy, Inc. on the Closing Date), from and after the Closing Date, Mirant Americas, Inc. (to be renamed GenOn Americas, Inc. on the Closing Date), a Delaware corporation (each, a “Borrower” and together, the “Borrowers”), the Lenders party thereto, the Co-Syndication Agents and Co-Documentation Agents named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.17(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

Transport Documents. ¨Full ¨ Inspection Certificate issued by ¨ Full Set of Marine/Ocean Bxxx Xxxx of Lading covering a port to port shipment consigned to the order of JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier, and indicating the goods have been loaded on board or shipped on a named vessel. ¨Full and purportedly signed by originals copies Specify Inspection Certificate content (if blank, document will be accepted as tendered.) ¨ Full Set of Multimodal Transport document consigned to the order of JPMorgan Chase [Issuing Bank, N.A. ] marked notify Applicant indicating the name of the carrier or Multimodal transport operator, and indicating that the goods have been dispatched, taken in charge or loaded on board. ¨Air Waybill consigned to JPMorgan Chase Bank, N.A. marked notify Applicant indicating the name of the carrier. ¨If Consignee other than JPMorgan Chase Bank, N.A. (please specify): ¨If notify party other than Applicant (please specify): ¨Truck Bxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. ¨Rail Bxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. The Transport Document must be marked ¨Freight Collect ¨Freight Prepaid ¨ Packing List originals copies. Other Documents ¨ Certificate of Origin originals copies. ¨ Forwarders Cargo Receipt (‘FCR’) issued by indicating that the merchandise has been received (indicate in the space below any further requirements-Note: a FCR is not a transport document): ¨Inspection Certificate issued by and purportedly signed by originals copies Specify Inspection Certificate content (if blank, document will be accepted as tendered.) ¨Other Documents ¨See See attached sheet for continuation or other documents or further special instructions which form and are an integral part of this Application. ¨ Air Waybill consigned to [Issuing Bank] marked notify Applicant indicating the name of the carrier. ¨ If Consignee other than [Issuing Bank] (please specify): ¨ If notify party other than Applicant (please specify): ¨ Truck Xxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. ¨ Rail Xxxx of Lading consigned to marked notify Applicant indicating the name of the carrier. The Transport Document must be marked ¨ Freight Collect ¨ Freight Prepaid Covering: Merchandise described in the invoice as (Mention commodity only in generic terms omitting details as to grade, quality, etc. Do not attach copy of Purchase Order. Reference may be made to it for information only.) Trade Terms: ¨ Check if Incoterms 2000 applies ¨ FAS ¨ FOB (named port of shipment); ¨ FCA (named place of shipment); ¨ CIP (named place of destination); ¨ CFR ¨ CIF (named port of destination); ¨ Other . Documents must be presented for payment, acceptance, negotiation within days (unless otherwise specified 21 days will be stipulated) after the date of shipment of the transport documents (or in the case of a FCR or Air Waybill 21 days after its date) but within the validity of the Credit. ¨ All bank charges other than those of Issuer are for the beneficiary’s account. Unless otherwise stated herein, the negotiating/nominated bank (if any) is authorized to send all documents to you in one airmail or courier service, if available. The Credit, or any Credit issued shall be subject to the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 (“UCP”) and any subsequent revision thereof adhered to by Bank on the date such Credit is issued. THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE CONTINUING AGREEMENT, ALL OF WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED. (Applicant/Obligor) (Authorized Signature) (Title) (Phone) (Fax) (Date) Without limiting the terms above, you are authorized to debit our account no. with JPMorgan Chase EXHIBIT C Form of Application for Amendment On Beneficiary Letterhead Date: [ ] To: [Issuing Bank, N.A. for ] [Address] ATTN: [ ] Phone: [ ] FAX: [ ] From: [Name and Address of Beneficiary] RE: [Issuing Bank] Letter of Credit Number [SPECIFY NUMBER] issued on behalf of [SPECIFY APPLICANT NAME] in the amount of each drawing and/or your commissions and charges[SPECIFY CURRENCY AND AMOUNT]. THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT Gentlemen: We hereby agree to amend the above referenced letter of credit as follows: • [Decrease the available amount of the letter of credit by USD__________ to a new balance of USD_______________.] • [Change the expiration date to _____________________.] • [OTHER:_____________________________________________] Please contact [SPECIFY BENEFICIARY CONTACT NAME / PHONE/ EMAIL] with any questions. Regards, __________________________________________ COMPANY NAME: __________________________ NAME OF A PERSON OTHER THAN THE PERSON SIGNING ABOVESIGNER:__________________________ TITLE OF SIGNER:__________________________ C-13 On Obligor Letterhead Date: AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY [ ] To: THE ISSUER OF THE CREDIT We join in the above Agreement, naming us as Account Party, for the issuance [Issuing Bank ] [Address] ATTN: [ ] Phone: [ ] FAX: [ ] From: [Name and Address of the Credit and, in consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give instructions and make agreements with respect to this Agreement and the Credit, and the disposition of documents, and we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the security transferred or assigned to you and you may enforce your rights under this Agreement against us or our Property in accordance with the terms hereof. (Account Party) (Authorized Signature) (Title) (Phone) (Fax) (Date) EXHIBIT H-2 FORM OF DBTCA LETTER OF CREDIT APPLICATION Deutsche Obligor] RE: [Issuing Bank ] Letter of Credit Number: APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT Applicant (Full name and address): Issuing Bank: Deutsche Bank AG New York Branch or Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Date Number [SPECIFY NUMBER] issued on behalf of Application: Expiry Date: Place of Expiry: ¨ Issue by (air) mail ¨ Issue by teletransmission ¨ Issue by courier ¨ Applicant to arrange pick-up ¨ Issue by other (specify): ¨ with brief advice by teletransmission Beneficiary (Full name and address): Name and Jurisdiction of Organization of any Subsidiary Account Party for this Credit (or specify “None”): Confirmation of the Credit: Currency and Amount in Figures and Words (Please use ISO Currency Codes): ¨ not requested ¨ requested ¨ authorized if requested by Beneficiary ¨Credit to be issued with the terms and conditions set forth [SPECIFY APPLICANT NAME1*] in the attached specimenamount of [SPECIFY CURRENCY AND AMOUNT] in favor of [SPECIFY NAME OF BENEFICIARY]. Credit available against Gentlemen: We request the document(s) detailed herein: ¨Beneficiary’ssight draft(s) drawn on Issuing Bank ¨OriginalCredit and any and all amendments to the Credit ¨Beneficiary’ssigned and dated statement, reading above referenced letter of credit be amended as follows: ¨Otherdocuments (specify issuer(s) and data content): Credit to be issued subject to (check one): ¨InternationalStandby Practices 1998, International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when • [Increase / Decrease the Credit is issued. ¨UniformCustoms and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued. ¨ See attached for additional instructions ¨Check if only a single drawing for all or a portion of the available amount of the Credit is permitted The undersigned requests you to issue your irrevocable letter of creditcredit by USD__________ to a new balance of USD2_______________.] • [Extend the expiration date to _____________________.] • [OTHER:_____________________________________________] Regards, __________________________________________ COMPANY NAME: __________________________ NAME OF SIGNER:__________________________ TITLE OF SIGNER:__________________________ _____________________________ 1 Obligor must submit the request to amend but, if the applicant is a party other than the obligor, the applicant name is included for reference. 2 Amendment must be made in the currency the letter of credit was issued. EXHIBIT E FORM OF GLOBAL INTERCOMPANY NOTE New York, New York March [_], 2011 FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time (herein called the each, in such capacity, a “CreditPayor”) from any other entity party hereto (each, in such capacity, a “Payee”), substantially hereby promises to pay on demand to the order of such Payee or its registered assigns, in accordance with these instructions (marked (x) where appropriate). The undersigned agrees to be bound in respect lawful money of the Credit United States of America or such other currency as shall be agreed upon by such Payor and such Payee in immediately available funds, at such location in the terms and conditions United States of the Continuing Agreement for Standby Letters of Credit dated , America as amended, supplemented or otherwise modified a Payee shall from time to timetime designate or at such other location as shall be agreed upon by such Payor and such Payee, the unpaid principal amount of all loans, advances and other credit extensions made by such Payee to such Payor that would, even if not evidenced by this Global Intercompany Note, constitute Indebtedness (such loans, advances and other credit extensions, “Intercompany Indebtedness”). Each Payor promises also to pay interest on the undersigned (andunpaid principal amount of all such Intercompany Indebtedness in like money at said location from the date of the incurrence of such Intercompany Indebtedness until paid at such rate per annum, if applicableany, one or more other parties) to Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas. The undersigned represents and warrants to you that (i) no Event of Default (as defined in such Agreement) or other event that with notice or lapse of time or both would constitute such an Event of Default has occurred and is continuing or would result from the issuance of the requested Credit and (ii) all representations and warranties contained in such Agreement are true and correct in all material respects as of the date hereof and shall be true agreed upon from time to time by such Payor and correct in all material respects immediately after issuance of the requested Creditsuch Payee. Applicant’s Name: By: Print Name: Title: EXHIBIT I FORM OF EXEMPTION CERTIFICATE Reference is made to the Credit Agreement, Agreement dated as of September 20March 11, 2010 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) among RRI EnergyHuntington Xxxxxxx Industries, Inc. (to be renamed GenOn Energy, Inc. on the Closing Date), from and after the Closing Date, Mirant Americas, Inc. (to be renamed GenOn Americas, Inc. on the Closing Date), a Delaware corporation (each, a “Borrower” and together, the “BorrowersCompany”), the Lenders party thereto, the Co-Syndication Agents and Co-Documentation Agents named therein, and JPMorgan Chase Bank, N.A., N.A. as Administrative Agent, Issuing Bank and Swingline Lender, and Credit Suisse AG, as Swingline Lender. Unless Capitalized terms used in this note (“Global Intercompany Note”) and not otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them specified in the Credit Agreement. Anything in this Global Intercompany Note to the contrary notwithstanding, the Intercompany Indebtedness evidenced by this Global Intercompany Note owed by any Payor that is a Loan Party to any Payee that is not a Loan Party (any such Payor and Payee with respect to any such Intercompany Indebtedness, an “Affected Payor” or “Affected Payee”, as relevant) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment of all Secured Obligations of such Affected Payor, including, without limitation, where applicable, under such Affected Payor’s guarantee of the Secured Obligations (the “Non-U.S. Lender”Secured Obligations, and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) is providing this certificate pursuant to Section 2.17(ebelow at the contract rate (including, without limitation, any contract rate applicable upon default) of specified in the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:, whether or not such interest is an allowed or allowable claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):