Exhibit 10.5.2 New York, New York April 30, 1996 NOTE FOR VALUE RECEIVED, the undersigned, NRG GENERATING (U.S.) INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of NRG ENERGY, INC., a Delaware corporation, or...NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers
This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America.
Exhibit 10.26.3 PLEDGE AGREEMENT NRG GENERATING (U.S.) INC.,Pledge Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
2(a) Due Organization and Power 44 2(b) Capitalization...... 44 2(c) Authorization and Consents.. 45 2(d) Binding Obligations.................. 45 2(e) No Violation........................... 45 2(f) Litigation 45 2(g) No Default 46 2(h) Existing...Credit Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
LOAN AGREEMENT DATED AS OF OCTOBER 9, 1998 BETWEEN NRG ENERGY, INC. as Lender, and COGENERATION CORPORATION OF AMERICA and COGENAMERICA PRYOR INC. as Borrowers, and OKLAHOMA LOAN ACQUISITION CORPORATION as Guarantor.Loan Agreement • March 31st, 1999 • Cogeneration Corp of America • Cogeneration services & small power producers • Minnesota
LEASE BETWEENLease • December 19th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Jersey
RECITALSAssignment and Assumption Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Via Facsimile August 2, 1996NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • New York
Exhibit 10.8.3 STOCK PLEDGE AGREEMENT between NRG GENERATING (U.S.) INC. (as Pledgor) and CREDIT SUISSE (as Agent) Dated as of June 28, 1996Stock Pledge Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PLEDGORSPledge and Security Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.26.8 SUBORDINATION AGREEMENTSubordination Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
CO-INVESTMENT AGREEMENT between NRG ENERGY, INC. and NRG GENERATING (U.S.) INC. Dated as of April 30, 1996Investment Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Delaware
2. In connection with the Plan of Reorganization, the Manager has agreed to provide management, administrative and certain other services to the Company in connection with the day to day business of the Company. A G R E E M E N T In consideration of...Management Services Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
RECITALSNRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • New York
CHAPTER 11 FINANCING AGREEMENTFinancing Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Guaranty, dated as of the 10th day of December, 1997 that amends the Limited Guaranty made by NRG Energy for the benefit of Cogen, LLC dated September 19, 1997.Guaranty • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.31.4 NRG GENERATING (U.S.) INC. 1996 STOCK OPTION PLANNRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 26th, 1998 • Cogeneration Corp of America • Cogeneration services & small power producers • Minnesota
AMENDED AND RESTATED AGREEMENT FOR PURCHASE AND SALE OF ELECTRIC POWER BETWEEN O'BRIEN (PARLIN) COGENERATION, INC. AND JERSEY CENTRAL POWER & LIGHT COMPANYAgreement for Purchase and Sale • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.5.1 LOAN AGREEMENT dated as of April 30, 1996 $45,000,000 _______________________ Between NRG ENERGY, INC. and NRG GENERATING (U.S.) INC. LOAN AGREEMENT, dated as of April 30, 1996, between NRG GENERATING (U.S.) INC., a Delaware corporation...Loan Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF GRAYS FERRY COGENERATION PARTNERSHIPPartnership Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Pennsylvania
Exhibit 10.31.4 NRG GENERATING (U.S.) INC. 1997 STOCK OPTION PLAN GRANT OF NONEMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION Date of Grant: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is...NRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • Delaware
Exhibit 10.25.4 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of March 21, 1997, to be effective as of January 1, 1997, (this "Agreement"), is made by and among (i) NRG GENERATING (PARLIN) COGENERATION INC., a Delaware corporation...Indemnification Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
WITNESSETHOption Agreement • December 19th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
RECITALSConfidentiality Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
NRG GENERATING (U.S.) INC. 1998 STOCK OPTION PLAN GRANT OF NONEMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION DATE OF GRANT: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by NRG...Cogeneration Corp of America • March 31st, 1999 • Cogeneration services & small power producers • Delaware
ofGeneral Security Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
BACKGROUNDSecond Amendment Agreement • May 14th, 1999 • Cogeneration Corp of America • Cogeneration services & small power producers
TABLE OF CONTENTS 1. Definitions 1 2. Obligations with respect to Taxes 2 3. Method of Payment 4 4. No Setoff 4 5. Nature of Obligations 5 6. Representations and Warranties 6 7. Covenants and Agreements 6 8. Enforcement 7 9. Notices 7 10. Survival of...Tax Indemnification Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Re: Amended and Restated Agreement for Purchase and Sale of Electric Power (the "Parlin PPA") between O'Brien (Parlin) Cogeneration, Inc. ("Parlin") and Jersey Central Power & Light Company ("JCP&L") and the Third Amendment to Power Purchase Agreement...Power Purchase Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
This letter is to confirm our mutual understanding and agreement that, the BPU Approval having been received, executed signature pages to the Third Amendment and the Parlin PPA having been exchanged, the bankruptcy court order approving the NRG Plan (as defined in the Parlin PPA and the Newark Third Amendment) having been entered on February 23, 1996 and the gas supply agreement between JCP&L and Public Service Electric and Gas Company having been entered into and approved by the New Jersey Board of Public Utilities, all conditions precedent to the Newark Third Amendment and the Parlin PPA have been satisfied and the Parlin PPA and the Newark Third Amendment have become effective as of April 30, 1996.
Exhibit 10.31.3 NRG GENERATING (U.S.) INC. 1997 STOCK OPTION PLAN GRANT OF EMPLOYEE NONQUALIFIED STOCK OPTION Date of Grant: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by NRG...NRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • Delaware
AGREEMENT BETWEENAgreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
RECITALSConsent And • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
GUARANTEENRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • New York
RECITALSStock Purchase Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Minnesota
Exhibit 10.31.2 NRG GENERATING (U.S.) INC. 1997 STOCK OPTION PLAN GRANT OF INCENTIVE STOCK OPTION Date of Grant: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by NRG Generating...NRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • Delaware
