Item 1.01. Entry into a Material Definitive Agreement.
On July 26, 2022, NRG
Receivables LLC (“NRG Receivables”), an indirect wholly-owned subsidiary of NRG Energy, Inc. (the
“Company”), amended its accounts receivable securitized borrowing facility (the “Receivables Facility”) to,
among other things, (i) extend the scheduled termination date by one year, (ii) increase the aggregate commitments from $800 million
to $1 billion, (iii) increase the letter of credit sublimit to equal the aggregate commitments, (iv) replace LIBOR with Term SOFR as
the benchmark for borrowings and (v) add new originators. The Receivables Facility includes a receivables loan and servicing
agreement and a receivables sale agreement, and these amendments were effected pursuant to those agreements, as described below.
On July 26, 2022, NRG
Receivables, as Borrower, NRG Retail, LLC (“NRG Retail”) individually and as Servicer, Royal Bank of Canada, as
Administrative Agent, and the conduit lenders, committed lenders, LC Issuers and facility agents described therein entered into
Amendment No. 2 (the “Receivables Loan Agreement Amendment”) to the Receivables Loan and Servicing Agreement, dated as
of September 22, 2020, as previously amended by Amendment No. 1 to the Receivables Loan and Servicing Agreement, dated as of July
26, 2021 (as amended, the “Receivables Loan Agreement”). Pursuant to the Receivables Loan Agreement Amendment, NRG
Receivables may borrow up to $1 billion outstanding (adjusted seasonally), of which up to $1 billion (adjusted seasonally) may be in
the form of letters of credit issued by the LC Issuers for the benefit of certain subsidiaries of the Company party to the
Receivables Sale Agreement (defined below) (such subsidiaries, the “Originators”) or their affiliates, based on the
availability of eligible receivables and other customary factors. The Receivables Loan Agreement Amendment also replaced LIBOR with
Term SOFR as the benchmark for borrowings under the Receivables Facility and extended the scheduled termination date of the
Receivables Facility by one year to July 26, 2023.
Also on July 26,
2022, Direct Energy, LP and Direct Energy Business, LLC (collectively in their capacity as additional originators, the
“Additional Originators”) each entered into a Joinder Agreement (collectively, the “Joinder Agreements”) to
join as Additional Originators to the Receivables Sale Agreement, dated as of September 22, 2020, among Green Mountain Energy
Company, Reliant Energy Northeast LLC, Reliant Energy Retail Services, LLC, Stream SPE, Ltd., US Retailers LLC and Xoom Energy
Texas, LLC, as Originators, NRG Retail, as the Servicer, and NRG Receivables (the “Receivables Sale Agreement”). Pursuant to the Joinder
Agreements, the Additional Originators agree to be bound by the terms of the Receivables Sale Agreement, will sell to NRG
Receivables substantially all of their receivables for the sale of electricity, natural gas and/or related services and certain
related rights (collectively, the “Receivables”) and in connection therewith have transferred to NRG Receivables the
deposit accounts into which the proceeds of such Receivables are paid.
In addition, in connection with the amendments to the Receivables Facility, NRG Retail and the Originators renewed the existing repurchase
facility (the “Repurchase Facility”) that provides short-term financing secured by a subordinated note issued by NRG Receivables
to, among other things, extend the maturity date to July 26, 2023 and join the Additional Originators to the Repurchase Facility.
The foregoing description
of the Receivables Loan Agreement Amendment, the Joinder Agreements and the transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2 and
10.3 to this Current Report on Form 8-K and are incorporated herein by reference.