NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN DEFERRED STOCK UNIT AGREEMENT FOR DIRECTORSPlan Deferred Stock Unit Agreement • March 30th, 2005 • NRG Energy, Inc. • Electric services • Delaware
You are receiving this Deferred Stock Unit Agreement (this “Agreement”) because you have previously elected to defer your receipt of stock compensation for your service as a director of NRG Energy, Inc. (the “Company”). This award is made under the Company’s Long-Term Incentive Compensation Plan and constitutes the Grant Agreement pursuant to Sections 8 and 10 of the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. Capitalized terms used but not defined in this Agreement shall have the meaning assigned to them in the Plan. You are sometimes referred to as the “Participant” in this Agreement.
NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN DEFERRED STOCK UNIT AGREEMENT FOR OFFICERS & KEY MANAGEMENTStock Unit Agreement • March 30th, 2005 • NRG Energy, Inc. • Electric services • Delaware
You are receiving this Deferred Stock Unit Agreement (this “Agreement”) because you have previously elected to defer your receipt of stock compensation for your service as a director of NRG Energy, Inc. (the “Company”). This award is made under the Company’s Long-Term Incentive Compensation Plan and constitutes the Grant Agreement pursuant to Sections 8 and 10 of the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. Capitalized terms used but not defined in this Agreement shall have the meaning assigned to them in the Plan. You are sometimes referred to as the “Participant” in this Agreement.
CREDIT AGREEMENT dated as of December 23, 2003 as amended and restated as of December 24, 2004 among NRG ENERGY, INC., NRG POWER MARKETING INC., THE LENDERS PARTY HERETO and CREDIT SUISSE FIRST BOSTON, as Administrative AgentCredit Agreement • March 30th, 2005 • NRG Energy, Inc. • Electric services • New York
CREDIT AGREEMENT dated as of December 23, 2003, as amended and restated as of December 24, 2004 (this “Agreement”), among NRG ENERGY, INC., a Delaware corporation (the “Company”), NRG POWER MARKETING INC., a Delaware corporation (“NRG Power Marketing”), the LENDERS from time to time party hereto, CREDIT SUISSE FIRST BOSTON and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead book runners and joint lead arrangers (in such capacities, collectively, the “Arrangers”) and as co-documentation agents (in such capacities, collectively, the “Co-Documentation Agents”), CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”).
RAILROAD CAR FULL SERVICE MASTER LEASING AGREEMENT GENERAL ELECTRIC RAILCAR SERVICES CORPORATION and NRG POWER MARKETING INC.Master Leasing Agreement • March 30th, 2005 • NRG Energy, Inc. • Electric services • Illinois
This Railroad Car Full Service Master Leasing Agreement (“Agreement”) is made effective as of February 18, 2005 (the “Closing Date”), between General Electric Railcar Services Corporation, a Delaware corporation (“Lessor”), and NRG Power Marketing Inc., a Delaware corporation (“Lessee”).
COLLATERAL TRUST AGREEMENT dated as of December 23, 2003 as amended and restated as of December 24, 2004 among NRG ENERGY, INC., NRG POWER MARKETING INC., the Guarantors from time to time party hereto, CREDIT SUISSE FIRST BOSTON, as Administrative...Collateral Trust Agreement • March 30th, 2005 • NRG Energy, Inc. • Electric services • New York
This Collateral Trust Agreement, dated as of December 23, 2003, as amended and restated as of December 24, 2004 (this “Agreement”), is entered into by and among NRG ENERGY, INC., a Delaware corporation (the “Company”), NRG POWER MARKETING INC., a Delaware corporation (“Power Marketing” and, together with the Company, the “Credit Agreement Borrowers”), the Guarantors from time to time party hereto, CREDIT SUISSE FIRST BOSTON, as Administrative Agent (as defined below), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee (as defined below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Priority Collateral Trustee, Parity Collateral Trustee and Account Collateral Trustee (each as defined below).
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 23, 2003 as amended and restated as of December 24, 2004 made by NRG ENERGY, INC., NRG POWER MARKETING INC. and certain of the Subsidiaries of NRG Energy, Inc. in favor of DEUTSCHE BANK TRUST...Guarantee and Collateral Agreement • March 30th, 2005 • NRG Energy, Inc. • Electric services • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 23, 2003, as amended and restated as of December 24, 2004, made by each of the signatories hereto, in favor of Deutsche Bank Trust Company Americas, (i) in its capacity as Priority Collateral Trustee for Credit Suisse First Boston, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement dated as of December 23, 2003, as amended and restated on December 24, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NRG Energy, Inc., a Delaware corporation (the “Company”), NRG Power Marketing Inc., a Delaware corporation (“NRG Power Marketing” and, together with the Company, the “Credit Agreement Borrowers”
