Notice of Stock Borrow Disruption from Stock Purchase Agreement
This Agreement with respect to the Stock Purchase Agreement (this Agreement) is made as of this 19th day of December, 2008 among NRG Energy, Inc., a Delaware corporation (Issuer), Credit Suisse First Boston Capital LLC (together with its successor and assigns, Purchaser) and Credit Suisse First Boston LLC, solely in its capacity as the Calculation Agent (the Calculation Agent).
Notice of Stock Borrow Disruption. (a) Purchaser shall provide notice (a Stock Borrow Disruption Notice) to Issuer following the end of each calendar month during which a Stock Borrow Disruption Period occurred or was continuing of (i) the increase to the dividend rate for the Preferred Stock, and the period of effectiveness for such increase, that would be made pursuant to Section 8.2 of the Certificate of Designations to account for Purchasers increased hedging costs during such period (the Dividend Adjustment) and (ii) an amount of cash payable in U.S. dollars (the Cash Amount) that Issuer may elect to pay in lieu of such adjustment. Such Stock Borrow Disruption Notice shall specify the nature of the Stock Borrow Disruption Period and shall provide a reasonably detailed basis for the determination of the Dividend Adjustment and the Cash Amount. Purchaser shall respond in good faith to good faith inquiries or disputes from Issuer regarding the Stock Borrow Disruption Period, Dividend Adjustment or Cash Amount set forth in a Stock Borrow Disruption Notice. (b) By 5:00 PM, New York City time, on the third Business Day immediately following the date of each Stock Borrow Disruption Notice, Issuer may pay the Cash Amount in immediately available funds by wire transfer to an