0001047469-10-010533 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF CARBON MANAGEMENT SOLUTIONS LLC a Delaware Limited Liability Company
Limited Liability Company Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Carbon Management Solutions LLC (the “Company”), dated as of March 29, 2010 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy, Inc. a Delaware corporation.

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EL SEGUNDO POWER LLC AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF COTTONWOOD GENERATING PARTNERS III LLC dated as of March 24, 2000
Limited Liability Company • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

COTTONWOOD DEVELOPMENT LLC, the sole member of COTTONWOOD GENERATING PARTNERS III LLC (the “Company”), hereby executes and delivers this Limited Liability Company Agreement (“Agreement”) as of March 24, 2000. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.8.

LIMITED LIABILITY COMPANY AGREEMENT OF NRG Texas Power LLC A Delaware Limited Liability Company Dated as of June 28, 2007
Limited Liability Company Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated June28, 2007, of NRG Texas Power LLC, a Delaware limited liability company (the “Company”), by and among each person listed as a Member on Schedule A attached hereto as of the date hereof (each, a “Member” and, collectively, the “Members”) and each Person subsequently admitted as a member of the Company in accordance with the terms hereof.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW GENCO GP, LLC
Limited Liability Company Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

The undersigned is executing this Amended and Restated Limited Liability Company Agreement (the “Agreement”) of New Genco GP, LLC (the “Company”) as of December 7, 2004:

COTTONWOOD GENERATING PARTNERS I LLC FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

COTTONWOOD DEVELOPMENT LLC, the sole member of COTTONWOOD GENERATING PARTNERS I LLC (the “Company”), hereby executes and delivers this Limited Liability Company Agreement (“Agreement”) as of March 24, 2000. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.8.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TEXAS GENCO LP, LLC
Limited Liability Company Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

The undersigned is executing this Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Texas Genco LP, LLC (the “Company”) as of April 13, 2005:

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF COTTONWOOD TECHNOLOGY PARTNERS LP
NRG Retail LLC • December 21st, 2010 • Electric services • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), made as of November [29], 2000, by and among COTTONWOOD ENERGY COMPANY LP, COTTONWOOD GENERATING PARTNERS II LLC, AND COTTONWOOD GENERATING PARTNERS III LLC may hereinafter be referred to individually as a “Partner” and collectively as the “Partners”.

AGREEMENT OF LIMITED PARTNERSHIP OF TEXAS GENCO SERVICES, LP Effective as of November 18, 2003
Agreement of Limited Partnership • December 21st, 2010 • NRG Retail LLC • Electric services • Texas

This Agreement of Limited Partnership (this “Agreement”) is made and executed to be effective as of November 18, 2003, by Texas Genco GP, LLC, a Texas limited liability company, as general partner (the “General Partner”), and Texas Geneco LP, LLC, a Delaware limited liability company, as limited partner (a “Limited Partner;” the General Partner and any Limited Partners each being a “Partner” and, collectively, the “Partners”).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEXAS GENCO LP Effective as of April 13, 2005
NRG Retail LLC • December 21st, 2010 • Electric services • Texas

This Second Amended and Restated Agreement of Limited Partnership (this “Agreement”) is made and executed to be effective as of April 13, 2005, by Texas Genco GP, LLC, a Texas limited liability company, as general partner (the “General Partner”), and Texas Genco LP, LLC, a Delaware limited liability company, as limited partner (a “Limited Partner”) the General Partner and any Limited Partners each being a “Partner” and, collectively, the “Partners”).

LIMITED LIABILITY COMPANY AGREEMENT OF WEST COAST POWER LLC
Limited Liability Company Agreement • December 21st, 2010 • NRG Retail LLC • Electric services • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of West Coast Power LLC (the “Company”) dated as of this 30th day of June 1999 (the “Effective Date”), by WCP (Generation) Holdings LLC as the sole member of the Company (the “Member”).

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