Schedule 1.01(a)
To Amended and Restated Credit Sleeve and Reimbursement
Agreement
Post-Unwind Start Date Obligations
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I.
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Post-Unwind Start Date Obligations
by Counterparty
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Shell Energy North America
(US) LP
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Fortis Energy Marketing &
Trading GP
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J.P. Morgan Ventures Energy
Corporation
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NextEra Energy Power Marketing,
L.L.C.
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ANP
Funding I, LLC
Endure Energy, LLC
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Integrys Energy Services,
Inc.
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Keystone Energy Partners,
LP
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Lehman Brothers Commodity Services
Inc.
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Lower Colorado River Authority,
Texas
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Rainbow Energy Marketing
Corporation
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Tenaska Power Services
Co.
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II.
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C&I Guarantees by
Counterparty
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[*****]
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III.
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TDSP Postings
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Centerpoint Energy Houston
Electric
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AEP
Texas Central Company
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Oncor Electric Delivery Company
(Previously TXU Electric Delivery Company)
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IV.
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Other ML Guarantees
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Electric Reliability Council of
Texas
NRG Texas LP
Public Utility Commission of the State of Texas
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Schedule 1.01(c) To Amended and
Restated Credit Sleeve and Reimbursement Agreement
Data and Reporting
Requirements
I.
General Provisions — Certain Defined Terms
This
Schedule 1.01(c) shall constitute a part of the Credit
Sleeve Reimbursement Agreement (“CSRA”). Capitalized
Terms used herein shall either (a) have the meaning specified
in the CSRA or (b) the meaning defined in this
Schedule 1.01(c) . References to
Schedule 1.01(c) shall be to the entirety of this
Schedule 1.01(c) and all sub-parts unless an individual
sub-part is specified.
Current
Exposure and Contingent Exposure shall be calculated on the basis
of data REPS provided to the Sleeve Provider prior to the Unwind
Start Date in accordance with the Existing CSRA.
1 After the Unwind Start Date and before the
Credit Sleeve Termination Date, the Sleeve Provider shall adjust
the data provided by REPS prior to the Unwind Start Date to reflect
the natural roll-off of the Post-Unwind Start Date Transactions and
the return of ML Guarantees to the Merrill Parties. The Sleeve
Provider’s computation of Current Exposure shall be performed
consistent with the methodology that the Sleeve Provider uses to
mark its own positions to market on a daily basis.
“
Current Mark-to-Market ” for any day, shall be
expressed in Dollars and shall be equal to the Mark-to-Market value
of all Post-Unwind Start Date Transactions.
The “
Mark-to-Market ” value of a transaction, which may be
a positive or a negative number, shall be determined by valuing
each transaction (volumes, contract prices, and delivery dates) as
of the Unwind Start Date using the Merrill Market Forward Pricing
Curve, Merrill Volatility Curve and Merrill Correlation Curve, each
as determined on the Unwind Start Date, that corresponds to the
pricing terms of such transaction. The “ Merrill Market
Forward Pricing Curves ,” “ Merrill
Volatility Curves ,” and “ Merrill Correlation
Curves ” are defined as the curves used by the Sleeve
Provider in its U.S. energy and related forwards, futures and
options trading operations to mark its positions to market; and in
those situations where discounting is applicable it will perform
such discounting using the “ Merrill LIBOR Curve
”.
If at any time,
with respect to any Post-Unwind Start Date Transaction, REPS’
calculation of Contingent Exposure differs in an amount greater
than $50,000,000 from the Sleeve Provider’s calculation of
Contingent Exposure, REPS may challenge the Sleeve Provider’s
calculation of Contingent Exposure with respect to such
transaction. If the parties cannot reach agreement on the
calculation of Contingent Exposure with respect to such Post-Unwind
Start Date Transaction within ten days after such challenge, then
REPS may require that a third party expert be used to choose
between the Sleeve Provider’s methodology for calculating the
Contingent Exposure and a specific alternative methodology proposed
by REPS for use in calculating the Contingent
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1
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On or after
September 30, 2009, the Sleeve Obligors will not enter into or
obtain any new Accepted Trades supported by the Merrill Parties
under the Existing CSRA.
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1
Exposure with
respect to such Post-Unwind Start Date Transaction. The third party
expert will be designated by REPS from a list of at least three
qualified and impartial experts which list shall promptly (and in
no event more than five Business Days following request therefor),
be provided by the Sleeve Provider to REPS. Such expert shall be
required to choose between the calculation of Contingent Exposure
used by the Sleeve Provider and those calculations proposed by REPS
and to identify which it determines is more accurate, and the
calculations used to determine Contingent Exposure thereafter shall
be formulated by the Sleeve Provider in a manner consistent with
the calculations so selected and thereafter such Contingent
Exposure as so formulated will be the Contingent Exposure for all
purposes hereunder. The expenses of the expert will be paid by the
Party whose calculations are not selected by the expert.
REPS may
challenge the Sleeve Provider’s calculation of Current
Exposure. The parties will consult with each other in an attempt to
resolve the dispute and if they fail to resolve the dispute within
five days after such challenge, then the Sleeve Provider will
recalculate the Current Exposure by (A) utilizing any
calculations of Current Exposure that the parties have agreed are
not in dispute and (B) calculating the Current Exposure in
dispute by seeking four actual quotations at mid-market from
reference market makers for purposes of calculating Current
Exposure, and taking the arithmetic average of those obtained;
provided that if four quotations are not available for a
particular calculation, then fewer than four quotations may be used
for that calculation; and if no quotations are available for a
particular calculation, then the Sleeve Provider’s original
calculations will be used for that calculation of Current Exposure.
Following a recalculation pursuant to this paragraph, the Sleeve
Provider will notify REPS of such calculation.
2
REPS shall
provide the data specified in this Schedule 1.01(c).24
for each Business Day by no later than 12:00 p.m. Central time
on the next succeeding Business Day.
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Counterparty
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Breakdown
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Gross
Exposure
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Gross
Obligation
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Time
All
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Current Month
Delivered All
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Current Month
MTM All
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Forward MTM
All
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Prior Month
All
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Time
All
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Current Month
Delivered All
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Current Month
MTM All
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Forward MTM
All
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Prior Month
All
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With respect to
any Counterparty that is party to more than one Power and Hedging
Contract, REPS shall separately provide the above data for each
such contract.
3
Schedule 3.06(a)
To Amended and Restated Credit

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