展示10.1
EXECUTION VERSION
第二改訂および再改訂の与信契約への第10の修正
10番目です 2番目に修正され改訂されたクレジット契約の改正、2024年10月30日現在、NRGエナジー社のうち、 デラウェア州の企業（」借り手」)、本契約の各子会社保証人、本契約の各リボルビングレンダー当事者は、 本契約の各発行銀行当事者および管理代理人としてのシティコープ・ノース・アメリカ社（そのような立場で、および 後継者、」管理エージェント」）そして担保代理人（そのような立場で、後継者と一緒に）として、 その」担保代理人」）、これは修正第10条を構成します（これ」修正第10条」) へ 2016年6月30日付けの2回目の修正および改訂された信用契約（修正第1条契約により修正された日付） 2017年1月24日現在、2018年3月21日付けの憲法修正第2条合意、日付の修正第3条は 2018年5月7日付けのジョインダー契約、2018年11月8日付けのジョインダー契約、2019年5月28日付けの第4修正、 2020年8月20日付けの第5改正合意、2023年2月14日付けの第6修正、第7改正、 2023年3月13日付けの日付、2024年4月16日付けの修正第8条、4月22日付けの修正第9条 2024、および修正前に随時修正、修正、修正、再表示、補足および/またはその他の方法で修正された場合は 発効日（以下に定義）、クレジット契約」、そしてこの修正第10条により修正されたクレジット契約、 その」修正されたクレジット契約」)、その中でも、 インターアリオス、当時の借り手、貸し手、発行銀行 その当事者、管理代理人と担保代理人の時間を計ってください。
前文
A. この契約書内で定義されていない大文字で表記された用語については、与信契約または修正与信契約でそのような用語に割り当てられた意味を持ちます。
B. ここに当事者である借入人、行政代理人、担保代理人、回転債権者および引受銀行などが与信契約の当事者である。
C. 借り手は、与信契約の修正を依頼し、本契約の回転融資者および発券銀行は、与信契約を修正することに同意しました（i）Tranche C回転満期日を修正効力日（以下定義参照）の五周年まで延長し、（ii）ここに完全に示されており、そして与信契約の修正を行うことを同意しました。また、それにいくつかの変更を施し、それぞれ、ここに完全に示されている条件と規定に従って、修正与信契約に記載されています。
D. この第10修正条項に署名し納品すると、ここに当事者である回転融資銀行および発行銀行は、その実行と納品をもって、修正有効日に、本第10修正条項および修正された与信契約の各条項に不可撤に同意したものとみなされます。ここにおよび与信契約書に提示された条件の下、および条件付きで。
E. この第10改正案への署名ページを実行および交付するたびに、行政代理人および担保代理人は、その実行および交付により、改正有効日に、この第10改正案および修正後与信契約の条件に不可撤の同意をしたものとみなされます。
したがって、ここに記載された相互の合意およびその他の充実したかつ受領済みの価値ある対価を考慮して、当事者は以下のように合意する：
第I条
与信契約の修正
セクション1.1 与信契約の修正.
(a) 双方の条件が満たされた場合に関して、 第3.1節 Amendment Effective Dateを有効として、ここに、管理エージェント、担保代理人、各回転レンダーおよび発行銀行（これらが与信契約の改定効力発生日の直前である全回転レンダーおよび発行銀行を合わせたもの）は、与信契約が以下のように修正されることに同意することになりました：
(i) その 」の定義トランシェ C リボルビング終了日クレジット契約のセクション1.01に記載されている」はこちらです 次のように全体を修正し、書き直しました：
“全セクターC残高終了日「x」と「y」の前者であり、「x」と「y」の前者であり、全セクターC残高コミットメントが終了し、または2029年10月30日のいずれか早い日を指す。
(ii) その 」の定義ビジネスデークレジット契約のセクション1.01に記載されている」は、これにより（A）削除によって修正されます そのような定義の末尾に「.」が表示され、(B) その定義の最後に次の新しいテキストを挿入します。
“提供する, さらなるカナダの基準金利ローンに関連して使用される際（それと関連するすべての通知や決定、元本、利息、その他の金額の支払いを含む）、用語「営業日」は、トロント、オンタリオ州の商業銀行が法律によって閉鎖することが認められたり求められたりする日を除外する。
(iii) その 」の定義コンプライアンス期間クレジット契約のセクション1.01に記載されている」は、ここに修正され、記載されています 全体として、次のようになっています。
“コンプライアンス期間「四会計四半期期間」は、その四会計四半期期間の最終日において、(a)回転融資の総未返済元本額および(b)発行済かつ未換金の総合計てびり書類の額（未描挿書類の項目 (x) の合計額が 4 億米ドルまで、(y) 現金担保または裏付けのあるてびり書類を除く）が、全回転コミットメントの 35% を超える場合、その四会計四半期期間を指す。
(iv) 与信契約のセクション1.01は、適切なアルファベット順に以下の定義を追加することにより、ここにさらに修正されます。
“第十修正条項” は、借入人、各子会社保証人、管理代理人、担保代理人、各回転債権者および各発行銀行の各当事者の第十修正有効日のための第二修正および再発行与信契約の第十条項を意味し、この修正により、回転貸借者および発行銀行がTranche C回転終了日およびそこに記載されたその他の事項に同意した。
“第十条修正の効力発生日「」 とは、2024年10月30日を意味します。
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(v) 与信契約の第2.03項は、次の通りに修正された。この項に記載されている条項(c)が修正され、一部改訂される。
「（c）カナダのベースレート借入については、ニューヨーク市時間11:00前に、借入の1ビジネスデーより遅く（または、管理代理人が合理的に同意する時刻より遅く）」
(vi) 与信契約の第2.06(a)条は、以下の通り、この節に記載されている(y)項を修正および改訂することにより修正されます:
“(y) the outstanding Loans comprising each Canadian Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Canadian Base Rate is determined by reference to clause (a) of the definition thereof and over a year of 360 days when the Canadian Base Rate is determined by reference to clause (b) of the definition thereof) at a rate per annum equal to the Canadian Base Rate plus the Applicable Margin.”
(vii) Section 3.01 of the Credit Agreement is hereby amended by deleting the text “Section 4.2(b) of the Eighth Amendment” appearing therein and inserting the following new text “Section 3.2 of the Tenth Amendment” in lieu thereof.
(b) Subject to the occurrence of the Amendment Effective Date, effective as of the first date on which the Majority Term Lenders as of such date (or, with respect to clause (vii) below, all Term Lenders as of such date) have provided their consent to the amendments to the Credit Agreement set forth in clauses (i) through (vii) below (such date, the “Term Loan Amendment Effective Date”), the Administrative Agent, the Collateral Agent and each Revolving Lender and Issuing Bank party hereto (which collectively constitute all of the Revolving Lenders and Issuing Banks under the Credit Agreement immediately prior to giving effect to the Amendment Effective Date) hereby agree as of the Amendment Effective Date that the Credit Agreement shall be automatically amended as of the Term Loan Amendment Effective Date (without any further action or consent by any Person) as follows:
(i) Sections 3.08, 3.19(a), 5.09(a), 5.09(c) and 9.25(b) of the Credit Agreement are hereby amended by deleting the text “clause (g) of the definition thereof” appearing in each such Section and inserting the following text in lieu thereof “clauses (g) and (o) of the definition thereof”.
(ii) Sections 5.09(a) of the Credit Agreement is hereby amended by deleting the text “promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Administrative Agent in its sole discretion)” appearing in such Section and inserting the following text in lieu thereof:
“(A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 60 days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Administrative Agent in its sole discretion”
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(iii) Sections 5.09(b) of the Credit Agreement is hereby amended by deleting (A) the text “60-day period” appearing in the last sentence of such Section and inserting the following text in lieu thereof “90-day period (or such longer period as consented to by the Administrative Agent in its sole discretion)” and (B) the text “promptly (and, in any event, subject to the last sentence of this Section 5.09(b), within 60 days following the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion)” appearing in such Section and inserting the following text in lieu thereof:
“subject to the last sentence of this Section 5.09(b), within 90 days following the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion”
(iv) Sections 5.09(c) and (d) of the Credit Agreement are hereby amended by deleting the text “promptly (and, in any event, within 20 Business Days following such creation or the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion)” appearing in each such Section and inserting the following text in lieu thereof:
“within 60 days following such creation or the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion”
(v) Section 6.01(b) of the Credit Agreement is hereby amended by (A) deleting the word “and” appearing at the end of clause (xxvi) thereof, (B) deleting “.” appearing at the end of clause (xxvii) thereof and inserting the text “; and” in lieu thereof and (C) inserting the following new clause (xxviii) immediately following such clause (xxvii) at the end of such Section:
“(xxviii) the incurrence of Indebtedness (or any guarantee thereof) by the Borrower and/or any Restricted Subsidiary that is not a Subsidiary Guarantor (including any Excluded Project Subsidiary) in an aggregate principal amount not to exceed $250,000,000 for the purposes of financing the construction or upgrade of gas turbine power generating facilities located in Texas.”
(vi) Section 6.04(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:
When the aggregate amount of Net Proceeds from Asset Sales received after the Closing Date (other than Excluded Proceeds) that are not applied or invested as provided in this Section 6.04 (including pursuant to Section 6.04(c)(i)) exceeds, in any Fiscal Year, individually for each such Asset Sale, the greatest of (x) $200,000,000, (y) 0.75% of Total Assets and (z) 6.0% of Consolidated Cash Flow for the most recently ended Test Period or, in an aggregate for all such Asset Sales, the greatest of (x) $400,000,000, (y) 1.60% of Total Assets and (z) 12.0% of Consolidated Cash Flow for the most recently ended Test Period (the aggregate amount of such Net Proceeds that exceeds such amounts, being “Excess Proceeds”), the Borrower will make a mandatory prepayment of Term Loans pursuant to and in accordance with the terms of Section 2.13(a) in an amount equal to the Applicable Prepayment Event Percentage of all such Excess Proceeds received.
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(vii) Section 9.08(d) of the Credit Agreement is hereby amended and restated its entirety as follows:
Each Lender grants (i) to the Administrative Agent the right (with the prior written consent of the Borrower) to purchase all, or all of any Class, of such Lender’s Commitments and Loans owing to it and any related promissory notes held by it and all its rights and obligations hereunder and under the other Loan Documents and (ii) to the Borrower the right to (A) repay all, or all of any Class, of such Lender’s Loans owing to it and any related promissory notes held by it on a non-pro rata basis or (B) cause an assignment of all, or all of any Class, of such Lender’s Commitments and Loans owing to it and any related promissory notes held by it and all its rights and obligations hereunder and under the other Loan Documents to one or more eligible assignees pursuant to Section 9.04, which right, in each case of clauses (i), (ii)(A) and (ii)(B) above, may be exercised by the Administrative Agent or the Borrower, as the case may be, if such Lender (a “Non-Consenting Lender”) refuses to execute any amendment, modification, termination, waiver or consent to this Agreement; provided that, such Non-Consenting Lender shall receive in connection with such repayment, purchase or assignment, as applicable, payment equal to the aggregate amount of outstanding Loans owed to such Lender, together with all accrued and unpaid interest, fees and other amounts (other than indemnification and other contingent obligations that expressly survive pursuant to the terms of any Loan Document, in each case, not then due and payable) owed to such Lender under the Loan Documents at such time; and provided, further, that any such assignee under clauses (i) and (ii)(B) above shall agree to such amendment, modification, termination, waiver or consent. Each Lender agrees that, if the Administrative Agent or the Borrower, as the case may be, exercises its option under clauses (i) and (ii)(B) of this Section 9.08(d), such Lender shall promptly, after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.04 (including an Assignment and Assumption duly executed by such Lender with respect to such assignment). In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, the Borrower shall be entitled (but not obligated), and such Lender authorizes, directs and grants an irrevocable power of attorney (which power is coupled with an interest) to the Borrower, to execute and deliver, on behalf of such Lender as assignor, all documentation necessary to effectuate such assignment in accordance with Section 9.04 (including an Assignment and Assumption duly executed by such Lender with respect to such assignment) in the circumstances contemplated by this Section 9.08(d) and any documentation so executed and delivered by the Borrower shall be effective for all purposes of documenting an assignment pursuant to and in accordance with Section 9.04.
Article II
REPRESENTATIONS AND WARRANTIES.
Section 2.1 To induce the Administrative Agent, the Collateral Agent and each Revolving Lender and each Issuing Bank party hereto to enter into this Tenth Amendment, the Borrower and each Subsidiary Guarantor represent and warrant to the Administrative Agent, the Collateral Agent and each such Revolving Lender and Issuing Bank that, as of the Amendment Effective Date:
(a) Each of the Borrower and the Subsidiary Guarantors has all requisite power and authority, and the legal right, to enter into this Tenth Amendment, and to carry out the transactions contemplated by, and perform its obligations under, this Tenth Amendment, the Amended Credit Agreement and the other Loan Documents.
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(b) This Tenth Amendment has been duly authorized, executed and delivered by the Borrower and each Subsidiary Guarantor. This Tenth Amendment and the Amended Credit Agreement (i) constitute the Borrower’s and, with respect to this Tenth Amendment only, each Subsidiary Guarantor’s legal, valid and binding obligation, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws now or hereafter in effect affecting creditors’ rights generally and (including with respect to specific performance) subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and to the discretion of the court before which any proceeding therefor may be brought, (ii) will not violate (A) any applicable provision of any material law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Subsidiary Guarantor, (B) any order of any Governmental Authority or arbitrator or (C) after giving effect to the transactions contemplated by this Tenth Amendment, any provision of any indenture or any material agreement or other material instrument to which the Borrower or any Subsidiary Guarantor is a party or by which any of them or any of their property is or may be bound, (iii) after giving effect to the transactions contemplated by this Tenth Amendment, will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture or material agreement or other material instrument and (iv) will not result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any other Loan Party (other than Liens created under the Security Documents).
(c) No action, consent or approval of, registration or filing with, notice to, or any other action by, any Governmental Authority is or will be required in connection with this Tenth Amendment or the Amended Credit Agreement except for (i) the filing of UCC financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, if any, (ii) recordation of modifications of the Mortgages, if any, (iii) actions specifically described in Section 3.19 of the Credit Agreement or any of the Security Documents, if any, (iv) any immaterial actions, consents, approvals, registrations or filings or (v) such as have been made or obtained and are in full force and effect.
(d) The representations and warranties set forth in the Amended Credit Agreement and each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier is not applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof.
Article III
CONDITIONS TO EFFECTIVENESS OF THIS TENTH AMENDMENT; CONDITIONS SUBSEQUENT.
Section 3.1 This Tenth Amendment (other than Section 1.1(b) hereof, which shall become effective in accordance with the terms thereof) shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions has been satisfied:
(a) the Administrative Agent shall have received duly executed and delivered counterparts of this Tenth Amendment that, when taken together, bear the signatures of the Borrower, all Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and each Revolving Lender and Issuing Bank (which collectively shall constitute all of the Revolving Lenders and Issuing Banks under the Credit Agreement immediately prior to giving effect to the Amendment Effective Date);
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(b) (i) the representations and warranties set forth in Article III of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof, and (ii) at the time of and immediately after giving effect to this Tenth Amendment on the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;
(c) the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date, duly executed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 3.1(b) above;
(d) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent or any Revolving Lender;
(e) the Administrative Agent and the Lead Arrangers (as defined below) shall have received, to the extent invoiced, reimbursement or other payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating thereto;
(f) each Revolving Lender shall have received, for its own account, an amendment fee equal to 0.075% of the aggregate dollar amount of its Tranche C Revolving Commitments as of the Amendment Effective Date; and
(g) with respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” the Borrower or the applicable Subsidiary Guarantor shall have delivered to the Administrative Agent (i) a policy of flood insurance that covers such Mortgaged Property and is written in an amount reasonably satisfactory to the Administrative Agent, (ii) a “life of loan” standard flood hazard determination with respect to such Mortgaged Property and (iii) a confirmation that the Borrower or such Subsidiary Guarantor has received the notice requested pursuant to Regulation H.
Section 3.2 Within 60 days after the Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent in its reasonable discretion), the Borrower shall use commercially reasonable efforts to deliver, or cause to be delivered, to the Administrative Agent a certificate from the York State Department of Taxation and Finance reflecting the payment of all franchise taxes and the filing of all franchise tax returns by (I) ACE Energy, Inc., (II) Gateway Energy Services Corporation, (III) NRG Curtailment Solutions, Inc. and (IV) XOOM Energy New York, LLC.
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Article IV
EFFECT OF AMENDED CREDIT AGREEMENT.
Section 4.1 Except as expressly set forth herein or in the Amended Credit Agreement, neither this Tenth Amendment nor the Amended Credit Agreement shall by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Issuing Banks under the Credit Agreement, the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the Amended Credit Agreement or any other provision of the Credit Agreement, the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower, any Subsidiary Guarantor or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Amended Credit Agreement or any other Loan Document in similar or different circumstances.
Section 4.2 On the Amendment Effective Date, the provisions of this Tenth Amendment and the Amended Credit Agreement will become effective and binding upon, and enforceable against, the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, each Revolving Lender and each Issuing Bank. Upon and after the execution of this Tenth Amendment by each of the parties hereto, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, herein,” “hereinafter,” “hereto,” “hereof” and words of like import referring to the Amended Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.
Section 4.3 This Tenth Amendment shall constitute a Loan Document for all purposes under the Amended Credit Agreement and shall be administered and construed pursuant to the terms of the Amended Credit Agreement.
Article V
MISCELLANEOUS
Section 5.1 Counterparts. This Tenth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Article V. Delivery of an executed signature page to this Tenth Amendment by electronic transmission (including “.pdf”) shall be as effective as delivery of a manually signed counterpart of this Tenth Amendment. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or relating to this Tenth Amendment and any document to be signed in connection with this Tenth Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
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Section 5.2 Applicable Law; Notices; Waiver of Jury Trial; Severability; Jurisdiction; Consent to Service of Process; Waivers. THIS TENTH AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE, PROCEEDING OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) BASED UPON, ARISING OUT OF OR RELATING TO THIS TENTH AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Sections 9.07, 9.11 and 9.15 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
Section 5.3 Headings. Headings used herein are for convenience of reference only, are not part of this Tenth Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Tenth Amendment.
Section 5.4 Reaffirmation. The parties hereto acknowledge and agree that (i) this Tenth Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation or termination of the Guaranteed Obligations of the Borrower and the Subsidiary Guarantors as in effect prior to the Amendment Effective Date and (ii) such Guaranteed Obligations are in all respects continuing (as amended by this Tenth Amendment) with only the terms thereof being modified to the extent provided in this Tenth Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into of this Tenth Amendment and each of the transactions contemplated hereby, confirms its respective guarantees, pledges, grants of security interests, Liens and other obligations, as applicable, under and subject to the terms of the Security Documents to which it is a party and each of the other Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Tenth Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests, Liens and other obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all Guaranteed Obligations, as amended, reaffirmed and modified pursuant to this Tenth Amendment or any of the transactions contemplated thereby.
Section 5.5 Arrangers. Pursuant to the terms of that certain Second Amended and Restated Engagement Letter, dated as of October 21, 2024 (the “Engagement Letter”) between, among others, the Borrower and Citi (as defined below), the Borrower has appointed each of Citi, Goldman Sachs Bank USA, Mizuho Bank, Ltd., Truist Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., MUFG Bank, Ltd., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Sumitomo Mitsui Banking Corporation, Banco Santander, S.A., New York Branch, BMO Capital Markets Corp., Royal Bank of Canada and KeyBanc Capital Markets Inc. to act as a joint lead arranger and joint bookrunner (collectively, the “Lead Arrangers”) with respect to this Tenth Amendment and the transactions contemplated hereby, in each case, with the rights and privileges afforded to “Lead Arrangers” under and as defined in the Engagement Letter and “Arrangers” under and as defined in Amended Credit Agreement. For the purposes of this Section 5.5, “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citigroup USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated the Engagement Letter.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment to be duly executed by their respective officers as of the day and year first above written.
| BORROWER: | ||
| NRG ENERGY, INC. | ||
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President and Treasurer | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| The Guarantors: | ||
| ASTORIA GAS TURBINE POWER LLC | ||
| DUNKIRK POWER LLC | ||
| ENERGY CHOICE SOLUTIONS LLC | ||
| HUNTLEY POWER LLC | ||
| INDIAN RIVER POWER LLC | ||
| NORWALK POWER LLC | ||
| NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | ||
| NRG DISTRIBUTED ENERGY RESOURCES HOLDINGS LLC | ||
| NRG ECOKAP HOLDINGS LLC | ||
| NRG ENERGY SERVICES GROUP LLC | ||
| NRG HQ DG LLC | ||
| NRG INTERNATIONAL LLC | ||
| NRG RETAIL LLC | ||
| NRG ROCKFORD ACQUISITION LLC | ||
| NRG WEST COAST LLC | ||
| Meriden Gas Turbines LLC | ||
| SOMERSET POWER LLC | ||
| VIENNA POWER LLC | ||
| By: | NRG ENERGY, INC., as Sole Member | |
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
| Ace Energy, Inc. | ||
| Allied Home Warranty GP LLC | ||
| Allied Warranty LLC | ||
| Cabrillo Power I LLC | ||
| Cabrillo Power II LLC | ||
| Cirro Energy Services, Inc. | ||
| Cirro Group, Inc. | ||
| Direct Energy Business, LLC | ||
| Eastern Sierra Energy Company LLC | ||
| El Segundo Power, LLC | ||
| El Segundo Power II LLC | ||
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| Energy Plus Holdings LLC | ||
| Energy Plus Natural Gas LLC | ||
| Everything Energy LLC | ||
| Forward Home Security, LLC | ||
| GCP Funding Company, LLC | ||
| Green Mountain Energy Company | ||
| Independence Energy Alliance LLC | ||
| Independence Energy Group LLC | ||
| Independence Energy Natural Gas LLC | ||
| Indian River Operations Inc. | ||
| NEO Corporation | ||
| New Genco GP, LLC | ||
| NRG Affiliate Services Inc. | ||
| NRG Arthur Kill Operations Inc. | ||
| NRG Cabrillo Power Operations Inc. | ||
| NRG California Peaker Operations LLC | ||
| NRG Controllable Load Services LLC | ||
| NRG Curtailment Solutions, Inc. | ||
| NRG Dispatch Services LLC | ||
| NRG Distributed Generation PR LLC | ||
| NRG Dunkirk Operations Inc. | ||
| NRG El Segundo Operations Inc. | ||
| NRG Generation Holdings Inc. | ||
| NRG Home & Business Solutions LLC | ||
| NRG Home Services LLC | ||
| NRG Home Solutions LLC | ||
| NRG Home Solutions Product LLC | ||
| NRG Homer City Services LLC | ||
| NRG Huntley Operations Inc. | ||
| NRG Identity Protect LLC | ||
| NRG Mextrans Inc. | ||
| NRG Norwalk Harbor Operations Inc. | ||
| NRG Portable Power LLC | ||
| NRG Protects Inc. (formerly known as Home Warranty of America Inc.) | ||
| NRG Saguaro Operations Inc. | ||
| NRG Security LLC | ||
| NRG SimplySmart Solutions LLC | ||
| NRG Texas Gregory LLC | ||
| NRG Texas Holding Inc. | ||
| NRG Texas LLC | ||
| NRG Texas Power LLC | ||
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| NRG Warranty Services LLC | ||
| NRG Western Affiliate Services Inc. | ||
| Reliant Energy Northeast LLC | ||
| Reliant Energy Power Supply, LLC | ||
| Reliant Energy Retail Holdings, LLC | ||
| Reliant Energy Retail Services, LLC | ||
| RERH Holdings, LLC | ||
| Saguaro Power LLC | ||
| SGE Energy Sourcing, LLC | ||
| SGE Texas Holdco, LLC | ||
| Somerset Operations Inc. | ||
| Stream Energy Columbia, LLC | ||
| Stream Energy Delaware, LLC | ||
| Stream Energy Illinois, LLC | ||
| Stream Energy Maryland, LLC | ||
| Stream Energy New Jersey, LLC | ||
| Stream Energy New York, LLC | ||
| Stream Energy Pennsylvania, LLC | ||
| Stream Georgia Gas SPE, LLC | ||
| Stream Ohio Gas & Electric, LLC | ||
| Stream SPE GP, LLC | ||
| Texas Genco GP, LLC | ||
| Texas Genco Holdings, Inc. | ||
| Texas Genco LP, LLC | ||
| US Retailers LLC | ||
| Vienna Operations Inc. | ||
| WCP (Generation) Holdings LLC | ||
| West Coast Power LLC | ||
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| AWHR America’s Water Heater Rentals, L.L.C. | ||
| Bounce Energy, Inc. | ||
| NRG Business Marketing LLC | ||
| Direct Energy Connected Home US Inc. | ||
| Direct Energy GP, LLC | ||
| Direct Energy HoldCo GP LLC | ||
| Direct Energy Leasing, LLC | ||
| Direct Energy Marketing Inc. | ||
| Direct Energy Operations, LLC | ||
| Direct Energy Services, LLC | ||
| Direct Energy US Holdings Inc. | ||
| First Choice Power, LLC | ||
| Gateway Energy Services Corporation | ||
| Home Warranty Holdings Corp. | ||
| RSG Holding Corp. | ||
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President | |
| XOOM British Columbia Holdings, LLC | ||
| XOOM Energy California, LLC | ||
| XOOM Energy Delaware, LLC | ||
| XOOM Energy New York, LLC | ||
| XOOM Energy Texas, LLC | ||
| XOOM Energy Connecticut, LLC | ||
| XOOM Energy Georgia, LLC | ||
| XOOM Energy Illinois, LLC | ||
| XOOM Energy Indiana, LLC | ||
| XOOM Energy Kentucky, LLC | ||
| XOOM Energy Maine, LLC | ||
| XOOM Energy Maryland, LLC | ||
| XOOM Energy Massachusetts, LLC | ||
| XOOM Energy Michigan, LLC | ||
| XOOM Energy New Hampshire, LLC | ||
| XOOM Energy New Jersey, LLC | ||
| XOOM Energy Ohio, LLC | ||
| XOOM Energy Pennsylvania, LLC | ||
| XOOM Energy Rhode Island, LLC | ||
| XOOM Energy Virginia, LLC | ||
| XOOM Energy Washington D.C., LLC | ||
| By: | XOOM Energy, LLC, as sole member | |
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| XOOM Ontario Holdings, LLC | ||
| XOOM Energy Global Holdings, LLC | ||
| XOOM Alberta Holdings, LLC | ||
| XOOM ENERGY, LLC | ||
| XOOM SOLAR, LLC | ||
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
| CPL Retail Energy L.P. | ||
| WTU Retail Energy L.P. | ||
| By: | Direct Energy HoldCo GP LLC, its General Partner | |
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| Direct Energy, LP | ||
| By: | Direct Energy GP, LLC, its General Partner | |
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President | |
| TEXAS GENCO SERVICES, LP | ||
| By: | New Genco GP, LLC, its General Partner | |
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
| Stream SPE, Ltd. | ||
| By: | Stream SPE GP, LLC, its General Partner | |
| By: | /s/ Jean-Pierre Breaux | |
| Name: | Jean-Pierre Breaux | |
| Title: | Vice President & Treasurer | |
| NRG CONSTRUCTION LLC | ||
| NRG ENERGY SERVICES LLC | ||
| NRG MAINTENANCE SERVICES LLC | ||
| NRG RELIABILITY SOLUTIONS LLC | ||
| By: | /s/ Linda Weigand | |
| Name: | Linda Weigand | |
| Title: | Treasurer | |
| ENERGY ALTERNATIVES WHOLESALE, LLC | ||
| NRG OPERATING SERVICES, INC. | ||
| By: | /s/ Shawnie McBride | |
| Name: | Shawnie McBride | |
| Title: | Vice President | |
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| CITICORP NORTH AMERICA, INC., as | ||
| Administrative Agent and Collateral Agent | ||
| By: | /s/ Ashwani Khubani | |
| Name: Ashwani Khubani | ||
| Title: Managing Director/Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| CITICORP NORTH AMERICA, INC., as a Revolving Lender and Issuing Bank |
||
| By: | /s/ Ashwani Khubani | |
| Name: Ashwani Khubani | ||
| Title: Managing Director/Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| GOLDMAN SACHS BANK USA, | ||
| as a Revolving Lender | ||
| By: | /s/ Dana Siconolfi | |
| Name: Dana Siconolfi | ||
| Title: Authorized Signatory | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| MIZUHO BANK LTD., as a Revolving Lender | ||
| By: | /s/ Edwards Sacks | |
| Name: Edwards Sacks | ||
| Title: Managing Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| TRUIST BANK, as a Revolving Lender | ||
| By: | /s/ Justin Lien | |
| Name: Justin Lien | ||
| Title: Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| BARCLAYS BANK PLC, as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Sydney G. Dennis | |
| Name: Sydney G. Dennis | ||
| Title: Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| BNP PARIBAS, as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Francis Delaney | |
| Name: Francis Delaney | ||
| Title: Managing Director | ||
| By: | /s/ Andrew Pimenov | |
| Name: Andrew Pimenov | ||
| Title: Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Revolving Lender | ||
| By: | /s/ Andrew Sidford | |
| Name: Andrew Sidford | ||
| Title: Managing Director | ||
| By: | /s/ Gordon Yip | |
| Name: Gordon Yip | ||
| Title: Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, | ||
| as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Philip Tancorra | |
| Name: Philip Tancorra | ||
| Title: Director | ||
| By: | /s/ Suzan Onal | |
| Name: Suzan Onal | ||
| Title: Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| MUFG BANK, LTD., as a Revolving Lender | ||
| By: | /s/ Hazuki Watanabe | |
| Name: Hazuki Watanabe | ||
| Title: Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| BANK OF AMERICA, N.A., as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Christopher J. Heitker | |
| Name: Christopher J. Heitker | ||
| Title: Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| JPMORGAN CHASE BANK, N.A., | ||
| as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Santiago Gascon | |
| Name: Santiago Gascon | ||
| Title: Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| MORGAN STANLEY SENIOR FUNDING, INC., | ||
| as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Michael King | |
| Name: Michael King | ||
| Title: Vice President | ||
| MORGAN STANLEY BANK, N.A., | ||
| as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Michael King | |
| Name: Michael King | ||
| Title: Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| SUMITOMO MITSUI BANKING CORPORATION, as a Revolving Lender | ||
| By: | /s/ Alkesh Nanavaty | |
| Name: Alkesh Nanavaty | ||
| Title: Executive Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| BANCO SANTANDER, S.A., NEW YORK BRANCH, | ||
| as a Revolving Lender | ||
| By: | /s/ Andres Barbosa | |
| Name: Andres Barbosa | ||
| Title: Managing Director | ||
| By: | /s/ Michael Leonardos | |
| Name: Michael Leonardos | ||
| Title: Executive Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| BANK OF MONTREAL, as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Michael Cummings | |
| Name: Michael Cummings | ||
| Title: Managing Director | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| ROYAL BANK OF CANADA, as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Frank Lambrinos | |
| Name: Frank Lambrinos | ||
| Title: Authorized Signatory | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| KEYBANK NATIONAL ASSOCIATION, | ||
| as a Revolving Lender | ||
| By: | /s/ Renee M. Bonnell | |
| Name: Renee M. Bonnell | ||
| Title: Senior Vice President | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]
| NATIXIS, NEW YORK BRANCH, | ||
| as a Revolving Lender and Issuing Bank | ||
| By: | /s/ Yash Anand | |
| Name: Yash Anand | ||
| Title: Managing Director | ||
| By: | /s/ Jake Reinbolt | |
| Name: Jake Reinbolt | ||
| Title: Associate | ||
[Signature Page to Tenth Amendment to Second Amended and Restated Credit Agreement]