Exhibit 10.3 AGREEMENT OF EMPLOYMENT THIS AGREEMENT is entered into as of the 1st day of May, 1999 by and between Cogeneration Corporation of America ("Company"), a Delaware corporation, and Julie A. Jorgensen ("Employee"). WHEREAS: A. Company desires...Employment Agreement • May 14th, 1999 • Cogeneration Corp of America • Cogeneration services & small power producers • Minnesota
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
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...Incentive Stock Option Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Delaware
RECITALSAssignment and Assumption Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.11.2 Agreement entered into this Second Day of June, 1986 by and between O'Brien Energy Systems (Seller) and Jersey Central Power & Light Co., a New Jersey Corporation (collectively referred to as "parties"). Whereas, the parties agreed to...Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Agreement entered into this Second Day of June, 1986 by and between O'Brien Energy Systems (Seller) and Jersey Central Power & Light Co., a New Jersey Corporation (collectively referred to as "parties").
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...Nonqualified Stock Option Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Delaware
LEASE BETWEENLease • December 19th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Jersey
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
CHAPTER 11 FINANCING AGREEMENTFinancing 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
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
Exhibit 10.26.8 SUBORDINATION AGREEMENTSubordination Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
RECITALSConfidentiality Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 26th, 1998 • Cogeneration Corp of America • Cogeneration services & small power producers • Minnesota
RECITALSCredit Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
ofGeneral Security 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
TOPower Purchase Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.7.1 NRG NEWARK COGEN LOAN AGREEMENT dated as of April 30, 1996Loan Agreement • December 19th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
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
RECITALSStock Purchase Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Minnesota
Via Facsimile August 2, 1996Swap Transaction Confirmation • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.7.2 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...Loan Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
This Note is the Note referred to in the Loan Agreement, which Loan Agreement, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Loan Agreement, all upon the terms and conditions therein specified.
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
Exhibit 10.27.14 OPERATION AND MAINTENANCE AGREEMENT This Operation and Maintenance Agreement (hereinafter this "Agreement") is entered into this 19th day of September, 1997, by and between NRG (Morris) Cogen, LLC, a Delaware limited liability company...Operation and Maintenance Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Illinois
Exhibit 10.27.17 Limited Guaranty This Limited Guaranty (this "Guaranty") is made on this 19th day of September, 1997, by NRG Energy, Inc., a Delaware corporation, with its principal offices located at 1221 Nicollet Mall, Minneapolis, Minnesota (the...Limited Guaranty • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
1. Definitions 1 2. Creation of Security Interest 2 3. Delivery of Collateral; Perfection and Use of Accounts 6 4. Representations and Warranties 6 5. Covenants and Agreements 7 6. Use of the Accounts 10 7. Debtors' Obligations upon Event of Default...Assignment and Security Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
NRG GENERATING (U.S.) INC. 1998 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 Generating...Stock Option Agreement • March 31st, 1999 • Cogeneration Corp of America • Cogeneration services & small power producers • Delaware
NRG Generating (U.S.) Inc. letterhead] March 28, 1997 Mr. Robert T. Sherman, Jr. 4511 Verone Street Bellaire, Texas 77401 Dear Bob: Subject: Employment Offer/Agreement I am pleased to provide an offer of employment to you for the position of President...Employment Agreement • November 13th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
CONSENT TO ASSIGNMENT OF OPERATING GUARANTY AGREEMENTConsent to Assignment • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
RECITALSConsent and Amendment • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.27.8 Execution Version CONSTRUCTION AND TERM LOAN AGREEMENT dated as of September 15, 1997Construction and Term Loan Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
BACKGROUNDAcquisition Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Pennsylvania
