GenOn Energy, Inc. Sample Contracts

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RELIANT ENERGY, INC. $750,000,000 6.75% SENIOR SECURED NOTES DUE 2014
Underwriting Agreement • December 27th, 2004 • Reliant Energy Inc • Electric services • New York
SERIES 2002A
Guarantee Agreement • December 27th, 2004 • Reliant Energy Inc • Electric services • New York
May 15, 2002
Reliant Resources Inc • November 15th, 2002 • Electric services
WITNESSETH:
Reliant Resources Inc • April 15th, 2002 • Electric services • New York
AND
Rights Agreement • January 18th, 2001 • Reliant Resources Inc • Electric services • Delaware
dated as of
Agreement and Plan of Merger • September 28th, 2001 • Reliant Resources Inc • Electric services • New York
WITNESSETH:
Employment Agreement • November 15th, 2002 • Reliant Resources Inc • Electric services • Texas
AND
Rights Agreement • April 27th, 2001 • Reliant Resources Inc • Electric services • Delaware
as Issuer 5.00% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010
Indenture • July 24th, 2003 • Reliant Resources Inc • Electric services • New York
BY AND AMONG
Tax Allocation Agreement • April 11th, 2001 • 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 Issuer
Senior Indenture • December 27th, 2004 • Reliant Energy Inc • Electric services • New York
TECHNICAL
Technical Services Agreement • April 27th, 2001 • Reliant Resources Inc • Electric services • Texas
EXHIBIT 10.1 MASTER SEPARATION AGREEMENT
Master Separation Agreement • April 27th, 2001 • Reliant Resources Inc • Electric services • Texas
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ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER ENTITIES
Purchase and Sale Agreement • May 21st, 2004 • Reliant Energy Inc • Electric services • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2003 • Reliant Resources Inc • Electric services
CHANGE IN CONTROL AGREEMENT
Change 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 AGREEMENT
Supplemental 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 AGREEMENT
Third 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”).

AGREEMENT AND PLAN OF MERGER by and among NRG ENERGY, INC. PLUS MERGER CORPORATION and GENON ENERGY, INC. Dated as of July 20, 2012
Agreement and Plan of Merger • July 23rd, 2012 • GenOn Energy, Inc. • Electric services • Delaware

This AGREEMENT AND PLAN OF MERGER is entered into as of July 20, 2012 (this “Agreement”) by and among NRG Energy, Inc., a Delaware corporation (“Parent”), Plus Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and GenOn Energy, Inc., a Delaware corporation (the “Company”).

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