1 EXHIBIT 1.1 RELIANT RESOURCES, INC. Common Stock, Par Value $.001 Per Share Underwriting Agreement April ___, 2001 Goldman, Sachs & Co. Credit Suisse First Boston Corporation ABN AMRO Rothschild LLC Banc of America Securities LLC Deutsche Banc Alex....Reliant Resources Inc • April 16th, 2001 • Electric services • New York
1 EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 2000, between Reliant Energy, Incorporated, a Texas corporation ("REI"), and Reliant Resources, Inc., a Delaware corporation (the...Registration Rights Agreement • March 23rd, 2001 • Reliant Resources Inc • Electric services • Texas
RELIANT ENERGY, INC. $750,000,000 6.75% SENIOR SECURED NOTES DUE 2014Underwriting Agreement • December 27th, 2004 • Reliant Energy Inc • Electric services • New York
EXHIBIT 99.3 [CLIFFORD CHANCE LOGO] LIMITED LIABILITY PARTNERSHIP ADVOCATEN BELASTINGADVISEURS SOLICITORS FORM OF SHARE PURCHASE AGREEMENT dated as of 28 February 2003Share Purchase Agreement • September 26th, 2003 • Reliant Resources Inc • Electric services
EXHIBIT 10.2 AMENDMENT TO SEVERANCE AGREEMENT This AMENDMENT TO SEVERANCE AGREEMENT is made and effective as of the 1st day of May 2003, by and between RELIANT RESOURCES, INC., a Delaware corporation having its principal place of business in Houston,...Severance Agreement • November 12th, 2003 • Reliant Resources Inc • Electric services
SERIES 2002AGuarantee Agreement • December 27th, 2004 • Reliant Energy Inc • Electric services • New York
May 15, 2002Reliant Resources Inc • November 15th, 2002 • Electric services
EXHIBIT 10.33 May 4, 2001 Mr. R. Steve Letbetter 2511 Ella Lee Houston, TX 77019 Re: Retention Agreement Dear Mr. Letbetter: As it is our belief that your continued employment with Reliant Resources, Inc. (the Company) is important for the growth and...Reliant Resources Inc • April 15th, 2002 • Electric services • Texas
ANDRights Agreement • January 18th, 2001 • Reliant Resources Inc • Electric services • Delaware
dated as ofAgreement and Plan of Merger • September 28th, 2001 • Reliant Resources Inc • Electric services • New York
1 EXHIBIT 1.1 RELIANT RESOURCES, INC. Common Stock, Par Value $.001 Per Share Underwriting Agreement April ___, 2001 Goldman, Sachs & Co. Credit Suisse First Boston Corporation ABN AMRO Rothschild LLC Banc of America Securities LLC Deutsche Banc Alex....Reliant Resources Inc • April 27th, 2001 • Electric services • New York
June 24, 2003 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005, Goldman, Sachs & Co. 85 Broad Street New York, New York 10004, Banc of America Securities LLC 9 West 57th Street New York, New York 10019, collectively, as...Registration Rights Agreement • July 24th, 2003 • Reliant Resources Inc • Electric services • New York
WITNESSETH:Employment Agreement • November 15th, 2002 • Reliant Resources Inc • Electric services • Texas
ANDRights Agreement • April 27th, 2001 • Reliant Resources Inc • Electric services • Delaware
as Issuer 5.00% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010Indenture • July 24th, 2003 • Reliant Resources Inc • Electric services • New York
WITNESSETH:Reliant Resources Inc • April 15th, 2002 • Electric services • New York
BY AND AMONGTax Allocation Agreement • April 11th, 2001 • Reliant Resources Inc • Electric services • Texas
EXHIBIT 10.4 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT ("Agreement") is made and effective as of the 14th day of January, 2003, by and between RELIANT RESOURCES, INC., a Delaware corporation having its principal place of business in Houston, Harris...Severance Agreement • March 8th, 2004 • Reliant Resources Inc • Electric services • Texas
FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT BETWEEN RELIANT ENERGY, INCORPORATED AND RELIANT RESOURCES, INC.Employee Matters Agreement • March 8th, 2004 • Reliant Resources Inc • Electric services
as IssuerSenior Indenture • December 27th, 2004 • Reliant Energy Inc • Electric services • New York
TECHNICALTechnical Services Agreement • April 27th, 2001 • Reliant Resources Inc • Electric services • Texas
EXHIBIT 10.35 May 4, 2001 Mr. Stephen W. Naeve 2002 Buffalo Terrace Houston, TX 77019 Re: Retention Agreement Dear Mr. Naeve: As it is our belief that your continued employment with Reliant Resources, Inc. (the Company) is important for the growth and...Reliant Resources Inc • April 15th, 2002 • Electric services • Texas
EXHIBIT 10.1 MASTER SEPARATION AGREEMENTMaster Separation Agreement • April 27th, 2001 • Reliant Resources Inc • Electric services • Texas
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER ENTITIESPurchase and Sale Agreement • May 21st, 2004 • Reliant Energy Inc • Electric services • New York
EXHIBIT 10.38 ================================================================= =============== AMENDED AND RESTATED CONSTRUCTION AGENCY AGREEMENT [_____________] FACILITY DATED AS OF NOVEMBER [ ], 2001Construction Agency Agreement • April 15th, 2002 • Reliant Resources Inc • Electric services • New York
EXHIBIT 10.36 May 4, 2001 Mr. Joe Bob Perkins 12214 Beauregard Houston, TX 77019 Re: Retention Agreement Dear Mr. Perkins: As it is our belief that your continued employment with Reliant Resources, Inc. (the Company) is important for the growth and...Reliant Resources Inc • April 15th, 2002 • Electric services • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2010 • Rri Energy Inc • Electric services • New York
This REGISTRATION RIGHTS AGREEMENT dated October 4, 2010 (the “Agreement”) is entered into by and among RRI Energy, Inc. (the “Company,” to be renamed GenOn Energy, Inc.), a Delaware corporation, and J.P. Morgan Securities LLC (“J.P. Morgan”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Deutsche Bank Securities Inc. (“Deutsche Bank”), Goldman, Sachs & Co. (“Goldman Sachs”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”), RBC Capital Markets Corporation (“RBC”) and RBS Securities Inc. (“RBS” and, together with J.P. Morgan, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley and RBC, the “Initial Purchasers”).
EXHIBIT 10.1 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT ("Agreement") is made and effective as of the 14th day of January, 2003, by and between RELIANT RESOURCES, INC., a Delaware corporation having its principal place of business in Houston, Harris...Severance Agreement • May 14th, 2003 • Reliant Resources Inc • Electric services • Texas
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2003 • Reliant Resources Inc • Electric services
1 EXHIBIT 10.6 RETAIL AGREEMENT THIS RETAIL AGREEMENT (the "Agreement") is entered into as of December 31, 2000, by and between Reliant Energy, Incorporated ("REI"), a Texas corporation, and Reliant Resources, Inc. ("Resources"), a Delaware...Retail Agreement • March 23rd, 2001 • Reliant Resources Inc • Electric services • Texas
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 8th, 2007 • Reliant Energy Inc • Electric services • Texas
This Change in Control Agreement (“Agreement”) is by and between Reliant Energy, Inc. (the “Company”), Reliant Energy Corporate Services, LLC (the “Employer”) and Rick J. Dobson (“Executive”).
SUPPLEMENTAL GUARANTEE AGREEMENTSupplemental Guarantee Agreement • February 28th, 2007 • Reliant Energy Inc • Electric services • New York
Supplemental Guarantee Agreement (this “Supplemental Guarantee Agreement”), dated as of September 21, 2006, among Reliant Energy Power Supply, LLC (the “Guaranteeing Subsidiary”), a Delaware limited liability company, a subsidiary of Reliant Energy, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Guarantee Agreement referred to herein) and J.P. Morgan Trust Company, National Association, as trustee under the Indenture (as defined in the Guarantee Agreement referred to below) (the “Trustee”).
RRI ENERGY, INC., as guarantor PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY EXEMPT FACILITIES REVENUE BONDS (Reliant Energy Seward, LLC Project) SERIES 2002B FOURTH SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of August 20, 2009 To GUARANTEE...Fourth Supplemental Guarantee Agreement • August 24th, 2009 • Rri Energy Inc • Electric services • New York
FOURTH SUPPLEMENTAL GUARANTEE AGREEMENT, dated as of August 20, 2009 (this “Supplemental Guarantee Agreement”), between RRI Energy, Inc., a Delaware corporation, formerly named Reliant Energy, Inc. (the “Company”), the other Subsidiary Guarantors (as defined in the Original Guarantee Agreement referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture (as defined in the Original Guarantee Agreement) (the “Trustee”).
CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT dated as of September 24, 2006 among RELIANT ENERGY POWER SUPPLY, LLC, The Other Reliant Retail Obligors referred to herein, as Reimbursement Guarantors, MERRILL LYNCH COMMODITIES, INC., as Sleeve Provider,...Credit Sleeve and Reimbursement Agreement • November 8th, 2007 • Reliant Energy Inc • Electric services • New York
CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT dated as of September 24, 2006, as amended and restated as of August 1, 2007 (this “Agreement”), among RELIANT ENERGY POWER SUPPLY, LLC, a Delaware limited liability company (“REPS”), the Other Reliant Retail Obligors listed on the signature pages hereto, MERRILL LYNCH COMMODITIES, INC., a Delaware corporation, as sleeve provider (the “Sleeve Provider”), and MERRILL LYNCH & CO., INC., a Delaware corporation, as guarantee provider (the “ML Guarantee Provider”).
THIRD SUPPLEMENTAL GUARANTEE AGREEMENTThird Supplemental Guarantee Agreement • November 5th, 2009 • Rri Energy Inc • Electric services • New York
THIRD Supplemental Guarantee Agreement (this “Supplemental Guarantee Agreement”), dated as of June 1, 2009, among RRI Energy Solutions East, LLC (the “Guaranteeing Subsidiary”), a Delaware limited liability company, a subsidiary of RRI Energy, Inc. (formerly known as Reliant Energy, Inc.) (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Guarantee Agreement referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture (as defined in the Guarantee Agreement referred to below) (the “Trustee”).
