AMENDMENT NO. 3 TO CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT

Exhibit 10.3

AMENDMENT NO. 3
TO CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT

THIS AMENDMENT NO. 3 TO CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of May 8, 2008, is entered into among Reliant Energy Power Supply, LLC (“REPS”), the Other Reliant Retail Obligors parties thereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc. (“Sleeve Provider”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. (“ML Guarantee Provider”).

PRELIMINARY STATEMENTS

A. Reference is made to that certain Amended and Restated Credit Sleeve and Reimbursement Agreement dated as of September 24, 2006, as amended and restated as of August 1, 2007, by and among REPS, the Other Reliant Retail Obligors parties thereto, the Sleeve Provider, and ML Guarantee Provider (as amended, restated, supplemented or modified, the “CSRA”), the defined terms of which are used herein unless otherwise defined herein.

B. The parties hereto have agreed to amend the CSRA as set forth herein.

NOW, THEREFORE, the parties to this Amendment hereby agree as follows:

SECTION 1. Amendment. Schedule 1.01(c) to the CSRA is hereby amended and restated in its entirety by substituting in its place the revised version of Schedule 1.01(c) attached hereto as Exhibit A.

SECTION 2. Representations and Warranties. Each of REPS and each Other Reliant Retail Obligor hereby represents and warrants to each of the other parties hereto that this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity.

SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day on which REPS has received counterpart signature pages of this Amendment, executed by each of the parties hereto (the “Effective Date”).

SECTION 4. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same document. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or by electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[signatures follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

EXHIBIT A

Schedule 1.01(c)
to CSRA

Determination of K and VaR

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