Exhibit 1.1 MIRANT AMERICAS GENERATION, INC. PURCHASE AGREEMENT 7.625% SENIOR NOTES DUE 2006 8.300% SENIOR NOTES DUE 2011 9.125% SENIOR NOTES DUE 2031Purchase Agreement • June 18th, 2001 • Mirant Americas Generating Inc • New York
ARTICLE IAdministrative Services Agreement • June 18th, 2001 • Mirant Americas Generating Inc • Georgia
Exhibit 3.2 Mirant Americas Generation, LLC Limited Liability Company Agreement This Limited Liability Company Agreement (this "Agreement") of Mirant Americas Generation, LLC (the "Company"), a limited liability company formed under the Delaware...Limited Liability Company Agreement • November 9th, 2001 • Mirant Americas Generating LLC • Electric services • Delaware
ARTICLE ICredit Agreement • February 12th, 2003 • Mirant Americas Generating LLC • Electric services • New York
Exhibit 4.6 ------------------------------------------------------------------- ------------- REGISTRATION RIGHTS AGREEMENT Dated May 1, 2001Registration Rights Agreement • June 18th, 2001 • Mirant Americas Generating Inc • New York
Exhibit 99.1 LOCK-UP AGREEMENT This Lock-Up Agreement (this "Agreement") is made and entered into as of September____, 2005, among Mirant Corporation ("Mirant"), a Delaware corporation; Mirant Americas Generation, LLC, a Delaware limited liability...Lock-Up Agreement • September 23rd, 2005 • Mirant Americas Generating LLC • Electric services • New York
Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT Dated October 9, 2001Registration Rights Agreement • May 7th, 2002 • Mirant Americas Generating LLC • Electric services • New York
DELAWARE 51-0390520 (State or other jurisdiction of (I.R.S. employer Incorporation or organization) Identification no.) 1155 PERIMETER CENTER WEST ATLANTA, GEORGIA 30338-5416 678-579-5000 (Address of principal executive offices) SENIOR NOTES (Title of...Trust Indenture Act Eligibility Statement • June 18th, 2001 • Mirant Americas Generating Inc • London
RECITALSServices and Risk Management Agreement • June 18th, 2001 • Mirant Americas Generating Inc • New York
EMPLOYMENT AGREEMENT Between Mirant Corporation and Robert E. DriscollEmployment Agreement • May 11th, 2006 • Mirant Americas Generating LLC • Electric services • Georgia
POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENTPower Sale, Fuel Supply and Services Agreement • March 31st, 2006 • Mirant Americas Generating LLC • Electric services • New York
THIS POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2006 (the “Agreement Date”), is by and between MIRANT AMERICAS ENERGY MARKETING, LP, a Delaware limited partnership (“MAEM”), and MIRANT POTOMAC RIVER, LLC, a Delaware limited liability company (the “Project Company”).
ENERGY AND CAPACITY SALES AGREEMENTEnergy and Capacity Sales Agreement • August 8th, 2001 • Mirant Americas Generating Inc • Electric services
THIS ENERGY AND CAPACITY SALES AGREEMENT (this "Agreement"), dated as of August 1, 2001 (the "Effective Date"), is by and between MIRANT POTOMAC RIVER, LLC (formerly known as Southern Energy Potomac River, LLC), a Delaware limited liability company ("Seller"), and MIRANT AMERICAS ENERGY MARKETING, LP (formerly known as Southern Company Energy Marketing L.P.), a Delaware limited partnership ("Buyer"). Seller and Buyer are referred to individually as a "Party" and collectively as the "Parties."
GenOn Americas Generation, LLC Second Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • March 1st, 2011 • Genon Americas Generation LLC • Electric services • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of GenOn Americas Generation, LLC (formerly known as Mirant Americas Generation, LLC) (the “Company”), a limited liability company formed under the Delaware Limited Liability Company Act, is entered into this 3rd day of December, 2010, between the Company and GenOn Americas, Inc., its sole member (the “Member”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • May 31st, 2006 • Mirant Americas Generating LLC • Electric services • District of Columbia
This Settlement Agreement and Release (this “Agreement”) is dated as of May 30, 2006, by and among (i) Potomac Electric Power Company (“Pepco”); Conectiv Energy Supply, Inc.; Pepco Energy Services, Inc.; Pepco Gas Services, Inc.; Pepco Holdings, Inc.; and Potomac Capital Investment Corporation (Pepco and the other entities identified in this clause (i) are referred to herein collectively as the “Pepco Settling Parties”) and (ii) Mirant Corporation (“New Mirant”); Mirant Power Purchase, LLC, f/k/a Mirant Oregon, LLC (“MPP”); MC 2005, LLC, f/k/a Mirant Corporation (“Old Mirant”); Mirant Mid-Atlantic, LLC; Mirant Potomac River, LLC; Mirant Chalk Point, LLC; Mirant Piney Point, LLC; Mirant MD Ash Management, LLC; Mirant Energy Trading, LLC; Mirant Services, LLC; and the MC Plan Trust (as defined in Schedule 1) (New Mirant and the other entities identified in this clause (ii) are referred to herein collectively as the “Mirant Settling Parties”).
ADMINISTRATIVE SERVICES AGREEMENT MIRANT AMERICAS GENERATION, LLCAdministrative Services Agreement • March 31st, 2006 • Mirant Americas Generating LLC • Electric services • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated January 3, 2006 (the “Effective Date”), is made and entered into by and between Mirant Services, LLC, a Delaware limited liability company (the “Service Provider”), and Mirant Americas Generation, LLC, a Delaware limited liability company (the “Service Recipient”). Service Provider and Service Recipient sometimes are referred to herein individually as a “Party” and collectively as the “Parties”.
POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENTPower Sale, Fuel Supply and Services Agreement • March 31st, 2006 • Mirant Americas Generating LLC • Electric services • New York
THIS POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2006 (the “Effective Date”), is by and between MIRANT AMERICAS ENERGY MARKETING, LP, a Delaware limited partnership (“MAEM”), and MIRANT MID-ATLANTIC, LLC, a Delaware limited liability company (the “Project Company”).
REVOLVING CREDIT AGREEMENT among GENON ENERGY, INC., as a Borrower,Revolving Credit Agreement • February 27th, 2013 • Genon Americas Generation LLC • Electric services • New York
REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of December 14, 2012, among GENON ENERGY, INC., a Delaware corporation (the “Company”), GENON AMERICAS, INC., a Delaware corporation (“GAI”, each of GAI and the Company, a “Borrower” and, together, the “Borrowers”), the banks, financial institutions and/or other financial or non-financial entities or other Persons from time to time parties to this Agreement (the “Lenders”), and NRG ENERGY, INC., a Delaware corporation, (“NRG”) as administrative agent for the Lenders under this Agreement and the other Loan Documents, or any successor thereto ( “Administrative Agent”).
POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENTPower Sale, Fuel Supply and Services Agreement • March 31st, 2006 • Mirant Americas Generating LLC • Electric services • New York
THIS POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2006 (the “Agreement Date”), is by and between MIRANT AMERICAS ENERGY MARKETING, LP, a Delaware limited partnership (“MAEM”), and MIRANT CHALK POINT, LLC, a Delaware limited liability company (the “Project Company”).
CONSENT AGREEMENTConsent Agreement • May 23rd, 2017 • Genon Americas Generation LLC • Electric services • New York
This Consent Agreement (the “Agreement”), dated as of May 22, 2017 (the “Effective Date”), is entered into by and among (i) the holders of the Notes listed on Schedule 1 hereto (together with their respective permitted successors and assigns, the “Initial Consenting Holders”), which hold a majority of each of the GEI Notes and the GAG Notes, (ii) GenOn Energy, Inc., on behalf of itself and each of its direct and indirect subsidiaries, (collectively, “GenOn”), and (iii) NRG Energy, Inc., on behalf of itself and each of its wholly-owned direct and indirect subsidiaries, as of the date hereof, other than GenOn (collectively, “NRG”). Each of NRG, GenOn and the Initial Consenting Holders is also sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Schedule 2 attached hereto.
TOIndenture • June 18th, 2001 • Mirant Americas Generating Inc • New York
PENSION INDEMNITY AGREEMENTPension Indemnity Agreement • December 18th, 2017 • Genon Americas Generation LLC • Electric services • New York
This PENSION INDEMNITY AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (“NRG”), and GenOn Energy, Inc. (“GenOn”), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).
MIRANT AMERICAS GENERATION, INC. PURCHASE AGREEMENTPurchase Agreement • May 7th, 2002 • Mirant Americas Generating LLC • Electric services • New York
The Notes will be issued pursuant to an indenture dated as of May 1, 2001, and a supplemental indenture relating to each series of Notes to be dated as of the Closing Time (as hereinafter defined)(such indenture and supplemental indentures collectively referred to herein as the “Indenture”), in each case between the Company and Bankers Trust Company as trustee (the “Trustee”). Capitalized terms used herein without definition have the respective meanings specified in the Offering Circular (as hereinafter defined).
POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENTPower Sale, Fuel Supply and Services Agreement • March 31st, 2006 • Mirant Americas Generating LLC • Electric services • New York
THIS POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2006 (the “Agreement Date”), is among MIRANT AMERICAS ENERGY MARKETING, LP, a Delaware limited partnership (“MAEM”) and MIRANT CANAL, LLC (“Mirant Canal”) and MIRANT KENDALL, LLC (“Mirant Kendall”), each a Delaware limited liability company (Mirant Canal and Mirant Kendall are referred to individually as “Project Company” and collectively as the “Project Companies”).
RECITALSServices and Risk Management Agreement • June 18th, 2001 • Mirant Americas Generating Inc • California
ASSET PURCHASE AGREEMENT by and between KESTREL ACQUISITION, LLC as Purchaser, and NRG WHOLESALE GENERATION LP, and RRI ENERGY SERVICES, LLC as Sellers Dated as of February 22, 2018Asset Purchase Agreement • February 27th, 2018 • Genon Americas Generation LLC • Electric services • New York
PAYMENT AGREEMENTPayment Agreement • February 2nd, 2017 • Genon Americas Generation LLC • Electric services • New York
This Payment Agreement (“Agreement”) is made as of the 27th day of January, 2017, by and between GenOn Mid-Atlantic, LLC, a Delaware limited liability company, and its successors (the “Company”) and Natixis Funding Corp., a New York corporation (“NFC”).
POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENTPower Sale, Fuel Supply and Services Agreement • March 31st, 2006 • Mirant Americas Generating LLC • Electric services • New York
THIS POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2006 (the “Agreement Date”), is among MIRANT AMERICAS ENERGY MARKETING, LP, a Delaware limited partnership (“MAEM”), MIRANT BOWLINE, LLC (“Mirant Bowline”), MIRANT LOVETT, LLC (“Mirant Lovett”), and MIRANT NY-GEN, LLC (“Mirant NY-Gen”), all Delaware limited liability companies (Mirant Bowline, Mirant Lovett and Mirant NY-Gen are referred to individually as “Project Company” and collectively as the “Project Companies”).
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 29th, 2016 • Genon Americas Generation LLC • Electric services • New York
This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of December 13, 2015, by and among GENON ENERGY, INC., a Delaware corporation (the “Company”), NRG AMERICAS, INC. (f/k/a GENON AMERICAS, INC.), a Delaware corporation (“NAI”, each of NAI and the Company, a “Borrower” and, together, the “Borrowers”), the Subsidiary Guarantors set forth on the signature pages hereto and NRG ENERGY, INC., a Delaware corporation, as administrative agent (the “Administrative Agent”) and as a lender (the “Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).
FORBEARANCE AGREEMENTForbearance Agreement • July 12th, 2017 • Genon Americas Generation LLC • Electric services • New York
This FORBEARANCE AGREEMENT (this “Forbearance Agreement”) is entered into as of July 7, 2017 by and among (i) U.S. Bank National Association, a national banking association, as Lease Indenture Trustee and as Pass Through Trustee; (ii) certain Holders (the “Consenting Certificateholders”) of the Pass Through Trust Certificates (the “Certificates”); and (iii) GenOn Mid-Atlantic LLC, a Delaware limited liability company, as successor to Southern Energy Mid-Atlantic (the “Facility Lessee”), under the seven separate Indentures of Trust, Mortgage and Security Agreements (the “Indentures”) related to the seven facility lease agreements with the Facility Lessee regarding the Morgantown facilities (collectively, the “Facility Leases” and together with the Indentures and the other Operative Documents (as defined in the Participation Agreements,) the “Facility Lease Agreements”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in Appendix A to the
LOCK-UP AGREEMENTLock-Up Agreement • September 16th, 2005 • Mirant Americas Generating LLC • Electric services • New York
This Lock-Up Agreement (this “Agreement”) is made and entered into as of September , 2005, among Mirant Corporation (“Mirant”), a Delaware corporation, [insert name of Noteholder] (the “Noteholder”), the Official Committee of Unsecured Creditors of Mirant Americas Generation, LLC (the “MAG Official Committee”), and the Ad Hoc Committee of Bondholders of Mirant Americas Generation, LLC (the “MAG Ad Hoc Committee”). Mirant, the Noteholder, the MAG Official Committee, and the MAG Ad Hoc Committee are collectively referred to herein as the “Parties” and each individually as a “Party.”
ENERGY AND CAPACITY SALES AGREEMENTEnergy and Capacity Sales Agreement • August 8th, 2001 • Mirant Americas Generating Inc • Electric services
THIS ENERGY AND CAPACITY SALES AGREEMENT (this "Agreement"), dated as of August 1, 2001 (the "Effective Date"), is by and between MIRANT MID-ATLANTIC, LLC (formerly known as Southern Energy Mid-Atlantic, LLC), a Delaware limited liability company ("Seller"), and MIRANT AMERICAS ENERGY MARKETING, LP (formerly known as Southern Company Energy Marketing L.P.), a Delaware limited partnership ("Buyer"). Seller and Buyer are referred to individually as a "Party" and collectively as the "Parties."
FIRST AMENDMENT TO BACKSTOP COMMITMENT LETTERBackstop Commitment Letter • August 15th, 2017 • Genon Americas Generation LLC • Electric services
THIS FIRST AMENDMENT TO THE BACKSTOP COMMITMENT LETTER (this “Amendment”) is made as of August 9, 2017, by and among the Debtors and the Requisite Backstop Parties (collectively, and each of the foregoing listed on the signature pages hereto, the “Required Amendment Parties”) and amends that certain Backstop Commitment Letter, dated as of June 12, 2017, by and among the Debtors and the Backstop Parties (collectively, the “Parties”) (as amended, the “Backstop Commitment Letter”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Backstop Commitment Letter.
SETTLEMENT AGREEMENTSettlement Agreement • December 15th, 2006 • Mirant Americas Generation LLC • Electric services • New York
All real property, fixtures and improvements located on the following tax parcels, as such tax parcels may be modified from time to time:
MIRANT AMERICAS GENERATION, LLC TO WELLS FARGO BANK, NATIONAL ASSOCIATION, SUCCESSOR INDENTURE TRUSTEESeventh Supplemental Indenture • May 14th, 2007 • Mirant Americas Generation LLC • Electric services • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE dated as of January 3, 2006 (the “Seventh Supplemental Indenture”), between MIRANT AMERICAS GENERATION, LLC, a Delaware limited liability company, formerly known as Mirant Americas Generation, Inc., having its principal office at 1155 Perimeter Center West, Atlanta, Georgia 30338 (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having its principal corporate trust office at MAC # N9303-120 Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, as successor indenture trustee (the “Successor Indenture Trustee”).
